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2018-08-13 City Council Agenda Packet
PALO ALTO City Council Monday, August 13, 2018 Special Meeting Council Chambers 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Closed Session 5:00-7:00 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 1. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (James Keene, Ed Shikada, Kiely Nose, Rumi Portillo, Sandra Blanch, Nicholas Raisch, Molly Stump, Terence Howzell, and Michelle Flaherty) Employee Organizations: 1) Service Employees International Union, (SEIU) Local 521; 2) Palo Alto Fire Chiefs' Association (FCA); 3) International Association of Fire Fighters (IAFF), Local 1319; 4) Palo Alto Police Managers' Association (PAPMA); and 5) Utilities Management and Professional Association of Palo Alto (UMPAPA) Authority: Government Code Section 54957.6(a) (HR) 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. 2. CONFERENCE WITH CITY ATTORNEY -POTENTIAL LITIGATION Significant Exposure to Litigation Under Section 54956.9(d)(2) (One Potential Case, as Defendant) -Palo Alto -Stanford Fire Protection Agreement Authority: Government Code Section 54956.9(d)(2) Agenda Changes, Additions and Deletions City Manager Comments 7:00-7:10 PM Oral Communications 7:10-7:30 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Minutes Approval 7:30-7:35 PM 3. Approval of Action Minutes for the July 30, 2018 Council Meeting Consent Calendar 7:35-7:40 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 4. Approval of an Agreement Between the City of Palo Alto and the Palo Alto Unified School District for School Resource Officer Services and Shared Funding of the Positions in the Form of Reimbursable Payment (Revenue) to the City, up to $200,000 in Fiscal Year (FY) 2019 and $250,000 in FY2020 5. Approval of a Construction Contract With Waterproofing Associates, Inc. in an Amount Not -to -Exceed $250,298 and Authorization of a Contract Contingency in an Amount Not -to -Exceed $25,030 to Replace the Existing Pavilion Wing Roof at Cubberley Community Center Q&A 6. Adoption of a Resolution Establishing the Fiscal Year 2018-19 Secured and Unsecured Property Tax Levy for the City of Palo Alto's General Obligation Bond Indebtedness (Measure N) Q&A 7 Approval of a Blanket Purchase Order With Hill Brothers Chemical Company for a One-year Period in an Amount Not -to -Exceed $464,405 for Bulk Magnesium Hydroxide Slurry for the Regional Water Quality Control Plant, With the Option to Renew for two Additional One-year Periods Not -to -Exceed $464,405 per Year Subject to Consumer Price Index (CPI) Increases 8. Approval of the Response to the Grand Jury Report on Law Enforcement Mental Health Training 2 August 13, 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. Q&A 9. Adoption of a Resolution Authorizing the City Manager to Purchase a Portion of the City's Natural Gas Requirements From the City of Redding, CA Under Specified Terms and Conditions During Calendar Years 2018 Through 2030, Inclusive 10. Adoption of a Resolution Authorizing the Submittal of a Financial Assistance Application to the United States Bureau of Reclamation for the WaterSMART: Title XVI Water Reclamation and Reuse Projects 11. Approval of Amendment No. 5 to Contract No. C869 Between the City of Palo Alto and the Board of Trustees of the Leland Stanford Junior University Related to the Regional Water Quality Control Plant's Pretreatment Program as Applied to Stanford 12. Approval of Amendment No. 1 to Contract No. C17163750 With Biggs Cardosa Associates, Inc. in an Amount Not -to -Exceed $198,514 to Provide Construction Administration Services for the Baylands Boardwalk Improvement Project (PE -14018), for a new Total Not -to - Exceed Amount of $638,506, and to Extend the Term Through June 30, 2019 13. Approval of an Agreement With Prospect Silicon Valley, for a Not -to - Exceed Amount of $225,000, for a Term of 18 Months, to be Principal Investigator for the City's Fair Value Commuting Project in Cooperation With the Federal Transit Administration 14. Adoption of a Resolution Authorizing the City Manager to Purchase a Portion of the City's Verified Emission Reductions Requirements From Carbonfund.org Foundation Under Specified Terms and Conditions During Calendar Years 2018 Through 2027, Inclusive 15. Approval to Submit a National Endowment for the Arts Art Works Grant Request for $40,000 to Support Code:ART2 in Downtown Palo Alto in October 2019 Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 7:40-9:00 PM MEMO 16. PUBLIC HEARING: Adoption of an Ordinance Amending Title 16 of the Palo Alto Municipal Code to Modify and Increase the Citywide Transportation Impact Fee (Chapter 16.59); Indefinitely Suspend Application of the Existing Area -specific Transportation Impact Fees for the Stanford Research Park/EI Camino Real CS Zone (Chapter 16.45) and the San Antonio/West Bayshore Area (Chapter 16.46); and Amend the Municipal Fee Schedule to Update the City's Transportation Impact 3 August 13, 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. Fees in Accordance With These Changes, all in Furtherance of Implementation of the Comprehensive Plan. The Citywide Transportation Impact Fee is a One-time fee on new Development and Redevelopment Throughout Palo Alto to Fund Transportation Improvements to Accommodate and Mitigate the Impacts of Future Development in the City. This Ordinance is Within the Scope of the Comprehensive Plan Environmental Impact Report (EIR) Certified and Adopted on November 13, 2017 by Council Resolution No. 9720 (Continued From May 7, 2018) 9:00-10:00 PM 17. Adoption of a Resolution to Join the Santa Clara/Santa Cruz Airport/Community Roundtable 10:00-10:15 PM 18. Designation of Voting Delegate and Alternate for the League of California Cities Annual 2018 Conference, to be Held September 12-14, 2018 in Long Beach, CA State/Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City's compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. 4 August 13, 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 Council and Standing Committee Meetings Policy & Services Committee Cancellation August 14, 2018 Sp. City Council Meeting -Closed Session August 14, 2018 Rail Committee Meeting August 15, 2018 Sp. City/School Committee Meeting August 16, 2018 Sp. City Council Meeting -Closed Session August 16, 2018 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report Status Update on Airplane Noise Issues Utilities Fiscal Year 2018 Quarterly Report Public Letters to Council Set 1 5 August 13, 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 OFFICE OF THE CITY CLERK August 13, 2018 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the July 30, 2018 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 07-30-18 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 July 30, 2018 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:13 P.M. Present: DuBois, Filseth, Fine, Holman, Kniss, Kou, Scharff, Tanaka, Wolbach Absent: Agenda Changes, Additions and Deletions None. Minutes Approval 1. Approval of Action Minutes for the June 25, 2018 Council Meeting. MOTION: Council Member Scharff moved, seconded by Council Member Wolbach to approve the Action Minutes for the June 25, 2018 Council Meeting. MOTION PASSED: 9-0 Consent Calendar MOTION: Council Member Scharff moved, seconded by Council Member Fine to approve Agenda Item Number 2. 2. PUBLIC HEARING / QUASI-JUDICIAL. 999 Alma Street [18PLN-00060]: Request for a Hearing on the Director's Tentative Approval of a Conditional Use Permit for a Commercial Recreation (Gym) Use in an Existing Building on the Site. The Project Includes a Request to Begin Operations at 5:00 A.M. and end at 11:00 P.M. The South of Forest Area (SOFA) Coordinated Area Plan Permits By -right Hours of Operation From 6:00 A.M. to 11:00 P.M. Environmental Assessment: Exempt From the Provisions of the California Environmental Quality Act (CEQA) per Guidelines Section 15301. Zone District: RT-35 (SOFA II). (Appellants Have Withdrawn Requests for a Public Hearing). Page 1 of 4 DRAFT ACTION MINUTES MOTION PASSED: 7-2 Holman, Kou no Action Items 3. Adopt the Initiative Measure to Reduce the Comprehensive Plan's Citywide Cumulative Cap on Office/R&D Development (Initiative Measure) as an Ordinance 5446 Entitled, "Initiative Measure to Reduce the Comprehensive Plan's Citywide Cumulative Cap on Office/R&D Development," or Adopt a Resolution Placing the Initiative Measure on the November 6, 2018 Ballot. MOTION: Mayor Kniss moved, seconded by Council Member Fine to adopt a Resolution calling an election to submit the Initiative Measure to Reduce the Comprehensive Plan's Citywide Cumulative Cap on Office/R&D Development to the voters at the next general municipal election on November 6, 2018. SUBSTITUTE MOTION: Council Member Kou moved, seconded by Council Member Holman to adopt an Ordinance amending the Comprehensive Plan and Title 18 (Zoning) of the Palo Alto Municipal Code, as proposed by the Initiative Measure to Reduce the Office/R&D Development Cap, to reduce the citywide cumulative cap on new office/R&D development to 850,000 square feet. SUBSTITUTE MOTION PASSED: 5-4 Fine, Kniss, Scharff, Tanaka no 4. Resolution 9783 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 one and One-half Percentage Points to Make Minor Revisions to the Ballot Language." MOTION: Council Member Scharff moved, seconded by Council Member Wolbach to adopt a Resolution to: A. Rescind previously -adopted Resolution No. 9778 that submitted a measure to the voters at the general election on November 6, 2018 to increase the City's Transient Occupancy Tax (TOT) by one and one-half percentage points, using ballot language that would have been required under a potential statewide initiative Constitutional measure that has since been withdrawn; and B. Submit the same 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 one-half percentage points, using updated ballot language. Page 2 of 4 City Council Meeting Draft Action Minutes: 7/30/18 DRAFT ACTION MINUTES AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to add to the Motion, "update the Ballot Question to more transparently reflect infrastructure concerns." AMENDMENT FAILED DUE TO THE LACK OF A SECOND MOTION PASSED: 6-3 Holman, Kou, Tanaka no 5. Policy and Services Committee Recommends Council Adopt an Ordinance Adding Chapter 10.62 to Title 10 (Vehicles and Traffic) of the Municipal Code to Regulate Unnecessary Idling of Vehicles (Continued From April 2, 2018 and June 12, 2018). MOTION: Council Member Holman moved, seconded by Mayor Kniss to: A. Adopt an Ordinance amending the Municipal Code to add Chapter 10.62 to Title 10 (Vehicles and Traffic) to regulate unnecessary idling of vehicles; and B. Direct Staff to create cards detailing negative air quality impacts of vehicle idling and fuel savings from turning the engine off and restarting. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part A, "including Municipal Code Section 10.62.040, Option 2." INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part A, "(with Option 3 applying to construction vehicles)." INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion Part A, "(with Option 3 applying to construction vehicles)." MOTION AS AMENDED RESTATED: Council Member Holman moved, seconded by Mayor Kniss to: A. Adopt an Ordinance amending the Municipal Code to add Chapter 10.62 to Title 10 (Vehicles and Traffic) to regulate unnecessary idling of vehicles, including Municipal Code Section 10.62.040, Option 2; and B. Direct Staff to create cards detailing negative air quality impacts of vehicle idling and fuel savings from turning the engine off and restarting. Page 3 of 4 City Council Meeting Draft Action Minutes: 7/30/18 DRAFT ACTION MINUTES MOTION AS AMENDED PASSED: 9-0 State/Federal Legislation Update/Action None. Adjournment: The meeting was adjourned at 10:10 P.M. Page 4 of 4 City Council Meeting Draft Action Minutes: 7/30/18 CITY OF PALO ALTO City of Palo Alto (ID # 9268) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 Summary Title: Agreement with PAUSD Regarding School Resource Officers Title: Approval of the Agreement Between the City of Palo Alto and the Palo Alto Unified School District for School Resource Officer Services and Shared Funding of the Positions in the Form of Reimbursable Payment (Revenue) to the City, up to $200,000 in FY19 and $250,000 in FY20 From: City Manager Lead Department: Police Recommendation Staff recommends the City Council approve an agreement between the City of Palo Alto and the Palo Alto Unified School District (PAUSD) for PAUSD to reimburse the City for the cost of half of two School Resource Officer (SRO) positions up to $200,000 in Fiscal Year (FY) 2019 and up to $250,000 in FY 2020. Background School Resource Officers (SROs) are fully sworn Palo Alto Police Department (PAPD) officers and work closely with the Palo Alto Unified School District (PAUSD) administrators in an effort to create a safer environment for both students and staff. PAPD has provided a School Resource Officer to PAUSD campuses for over twenty years. Providing SRO services to schools has become the industry norm as police departments are obligated to respond to school -generated calls for service. Having a regular SRO presence improves working relationships with school staff and enhances school safety efforts. Since FY 2014, the Police Department has dedicated a second SRO position to assist with the implementation of the District's "Safety Enhancement Project." In 2017, PAUSD requested to expand the scope of services provided by the City to include assisting the District in meeting their statutory requirements of the California Education Code, Title IX, and other applicable state laws related to health and confidentiality/privacy in sexual misconduct and related matters. During the process of updating the attached contract, the previous agreement between the City of Palo Alto and PAUSD expired on June 30, 2017. While the new contract between the City of Palo and PAUSD was being updated, the SROs continued their regular SRO responsibilities City of Palo Alto Page 1 within PAUSD schools and PAUSD continued to reimburse the City of Palo Alto under the terms of the previous agreement. The attached contract formally memorializes the agreement for increased reimbursement and reflects an updated scope of services between the City of Palo Alto and PAUSD. Currently, both SRO positions are staffed and working in PAUSD schools. Discussion Since 2014, the SROs have assisted PAUSD with the implementation of their "Safety Enhancement Project" in addition to their regular SRO responsibilities. Continued SRO participation with the District and the project will include, but is not limited to, Parent Project recruitment and facilitation; Emergency Preparedness training to schools within the District; responding to calls for service; teaching classes; handling truancy issues; complying with legal reporting requirements; and conducting proactive policing on campuses. Resource Impact The agreement between the City and PAUSD will be effective following City Council approval through June 2019, with the option to extend for up to one year through June 2020. The FY 2019 Police Department Operating Budget includes a $200,000 revenue estimate for reimbursements from PAUSD and 2.0 FTE SRO positions. The anticipated reimbursement for FY 2020 is $250,000 if the contract is extended. The average annual salary and benefits costs for an SRO are $262,000 in FY 2019 and are anticipated at $280,000 in FY 2020. Policy implications This agreement will result in no policy impact. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: • ATTACHMENT A - AGREEMENT WITH PAUSD City of Palo Alto Page 2 CITY OF PALO ALTO CONTRACT NO. AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE PALO ALTO UNIFIED SCHOOL DISTRICT FOR PROFESSIONAL SERVICES This Agreement is entered into on this day of August 2018 ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and the Palo Alto Unified School District, a unified school district, located at 25 Churchill Avenue, Palo Alto, CA 94306-1099("PAUSD"). RECITALS The following recitals are a substantive portion of thisAgreement: A. PAUSD intends to provide increased safety at its public schools by utilizing two Palo Alto Police Department School Resource Officers for its Project ("Safety Enhancement Project") and desires to engage the City to provide two such officers in connection with the Project("Services"). B. CITY and PALO ALTO POLICE DEPARTMENT ("PAPD") represent that its School Resource Officers have the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. PAUSD in reliance on these representations desires to engage CITY 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. CITY shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of bothparties. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2019, with the option to extend for up to 1 year until June 30, 2020, unless terminated earlier pursuant to Section 15 of thisAgreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CITY in a reasonably prompt and timely manner based upon the circumstances and direction communicated to theCITY. 006247 00028 177080611 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CITY for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed the cost of half of two officers, equivalent to one FTE as follows: July 1, 2018 - June 30, 2019 (FY 19) - 50% of two officers 1 amount shall not exceed $200,000 July 1, 2019 -- June 30, 2020 (FY 20) — 50% of two officers amount shall not exceed $250,000 CITY shall not receive any compensation for Additional Services performed without the prior written authorization of PAUSD. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION S. INVOICES. In order to request payment, CITY shall submit by June 1, 2018, invoices to the PAUSD describing the services performed and the applicable charges (including an identification of personnel who performed the services, hourly rates, and reimbursable expenses). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CITY'S payment requests shall be subject to verification by PAUSD. CITY shall send all invoices to the PAUSD address specified in Section 16 below. PAUSD will process and pay invoices within thirty (30) days ofreceipt. SECTION 6. OUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CITY or under CITY's supervision. CITY 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. CITY 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 CITY 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. CITY shall retain control over supervision, wages, and other terms and conditions of employment of the officers providing the Services under this Agreement. The parties acknowledge that such officers are held to the requirements of the law and CITY policies and procedures. PAUSD agrees that it shall not have authority to direct the officers' law enforcement activity. PAUSD shall assist CITY with evaluation of the officers, however, the CITY shall have the responsibility to evaluate, manage, and supervise the officers. PAUSD will immediately notify CITY of any concerns regarding such activity. SECTION 7. COMPLIANCE WITH LAWS. CITY 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. CITY shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. 2 006247 00028 17708061 1 SECTION S. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CITY, and any person employed by or contracted with CITY to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the PAUSD. SECTION 9. ASSIGNMENT. The parties agree that the expertise and experience of CITY are material considerations for this Agreement. CITY shall not assign or transfer any interest in this Agreement nor the performance of any of CITY's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 10. SUBCONTRACTING. No Subcontractor: CITY shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager ordesignee. SECTION 11. PROJECT MANAGEMENT. CITY will assign the Police Department Investigative Services Division Commander as the Project Manager to have managerial responsibility for the performance, progress, and execution of the Services and as the project liaison to represent CITY. If circumstances cause the substitution of the project manager, 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 PAUSD's project manager. CITY shall review any request made by PAUSD to remove CITY personnel who PAUSD 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 day-to-day supervision of the services will be handled by the Investigative Services Division Supervisor as assigned by the Project Manager. The PAUSD's project manager is Yolanda Conaway, Assistant Superintendent of Strategic Initiatives and Operations, Palo Alto Unified School District, Palo Alto, CA 94306. PAUSD's project manager will be CITY's point of contact with respect to performance, progress and execution of the Services. PAUSD may designate an alternate project manager from time to time. SECTION 12. INDEMNITY. 12.1. The CITY shall protect, indemnify, defend, and hold harmless the PAUSD, 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, use, management, alteration or control of the PAUSD'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 PAUSD, its directors, officers, employees oragents. 122 PAUSD shall protect, indemnify, defend, and hold harmless the CITY, its employees, agents, and elected officials from and against any demands, claims, liability, or expense on 3 006247 00028 17708061 1 account of suits, verdicts, judgments, costs or claims of any nature or kind arising out of, or in any way connected with, the PAUSD's performance or nonperformance under this Agreement, including the PAUSD's operations on, use, management, alteration or control of the PAUSD'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 CITY, its directors, officers, employees oragents. SECTION 13. 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 14. INSURANCE. 14.I. PAUSD, 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 "B". PAUSD and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability policy orpolicies. 142. 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. All contractors of CITY 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 requiredabove. 143. 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 PAUSD, PAUSD shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the PAUSD's receipt of such notice. PAUSD shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 14.4. The procuring of such required policy or policies of insurance will not be construed to limit PAUSD's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, PAUSD will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arisingas 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. 4 006247 00028 177080611 14.5. The CITY, 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 "B". The CITY and its contractors, if any, shall obtain a policy endorsement naming PAUSD as an additional insured under any general liability policy or policies. The CITY may self -insure to meet the requirement specified in this Section 14. 14.6. Certificates evidencing such insurance shall be filed with PAUSD concurrently with the execution of this Agreement. The certificates will be subject to the approval of PAUSD'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 CITY, CITY shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CITY's receipt of such notice. CITY shall be responsible for ensuring that current certificates evidencing the insurance are provided to PAUSD's Purchasing Manager during the entire term of this Agreement. SECTION 15. TERMINATION OF SUSPENSION OF AGREEMENT OR SERVICES; 15.1. Either party may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior written notice thereof to the other party. Upon receipt of such notice, CITY will immediately discontinue its performance of the Services. 152 Upon such suspension or termination by either party, CITY will be paid for the Services rendered or materials delivered to PAUSD in accordance with the scope of services on or before the effective date (i.e., 30 days after giving notice) of suspension or termination. The following Sections will survive any expiration or termination of this Agreement: 12, 15.2, 16 and 21. 153. 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 thisAgreement. SECTION 16. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows; To CITY: ATTN: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the City of Palo Alto Purchasing Manager To PAUSD: ATTN: Yolanda Conaway. Assistant Superintendent of Strategic Initiatives and Operations. 5 006247 00028 17708061 1 25 Churchill Avenue Palo Alto, CA 94306-1099 SECTION 17. CONFLICT OF INTEREST. 17.1. In accepting this Agreement, PAUSD 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. 17.2. Both parties certify that they will comply with all laws applicable to governmental agencies and related conflicts of interest. 17.3. If the Project Manager determines that PAUSD is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, PAUSD 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 18. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, PAUSD 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. PAUSD 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 19. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE. PAUSD shall comply with the City's Environmentally Preferred Purchasing policies, which are available at the City's Purchasing Department, incorporated by reference and may be amended from lime to lime. PAUSD shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, PAUSD shall comply with the following zero waste requirements: • All printed materials provided by PAUSD 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° o or greater post -consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable -based inks. • Goods purchased by PAUSD on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the PurchasingOffice. 6 006247.00028 17708061 1 • Reusable/returnable pallets shall be taken back by the PAUSD, at no additional cost to the City, for reuse or recycling. PAUSD shall provide documentation from the facility accepting the pallets to verify that pallets are not beingdisposed. SECTION 20. 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. It is further subject to the fiscal provisions of the PAUSD's appropriations process. 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 arc 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 21. MISCELLANEOUS PROVISIONS. 21.1. This Agreement will be governed by the laws of the State ofCalifornia. 21 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. 21.3. 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. 21.4. 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. 21.5. 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. 21.6. 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 andeffect. 21.7. 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. 21.8. If, pursuant to this contract with PAUSD, City shares with PAUSD personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), PAUSD shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon 7 006247 00028 17708061 1 learning that there has been a breach in the security of the system or in the security of the Personal Information. PAUSD shall not use Personal Information for direct marketing purposes without City's express written consent. Similarly, the CITY shall maintain reasonable and appropriate security procedures to protect personal information pertaining to PAUSD students. 21.9. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legalentities. 21.10. 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. Signatures of the Parties For PALO ALTO UNIFIED SCHOOL DISTRICT: Date Date For CITY OF PALO ALTO: Purchasing Manager Date Police Department Representative Date 006247 00028 177080611 Attachments: EXHIBIT "A": SCOPE OF WORK EXHIBIT "B": INSURANCE REQUIREMENTS 9 006247 00028 17708061 1 EXHIBIT "A" SCOPE OF SERVICES The PAPD/PAUSD School Resource Officer shall perform the following services: A. Parent Project. The School Resource Officer (SRO) shall facilitate management of the Parent Project. The SRO shall recruit and register parents for the English and Spanish Parent Project classes; update / maintain Parent Project official website; Facilitate Two 12 - week English classes; and Facilitate One -Two 12 -week Spanishclasses. B. Emergency Preparedness,The School Resource Officer (SRO) shall provide training to public and certain private schools; Meet with District Office Risk Manager and school administrators who serve as regular members of the Emergency Preparedness and Safety Team; schedule and provide Emergency Preparedness training to District staff; schedule, prepare, and evaluate Drills; and respond to school to provide Site- Security Walkthroughs and recommendations to the District Emergency and Safety Team. C. Calls for Service. On -duty patrol officers will be the primary responders for any emergency or exigent call for service generated by PAUSD. The School Resource Officer (SRO) at the direction of the Investigative Services Division Supervisor may respond to calls for service and complete reports / make arrests /citations per incident; provide criminal legal advice to school administrators in their official capacities; and speak to truant or offending students. If the School Resource Officer (SRO) is unable to respond to a call for service, PAPD will make an effort to ensure that the responder has been instructed/trained with regard to all provisions contained in this agreement and its exhibits, including but not limited to all protocols contained therein. D. C.O.R.E-Type Requests. The School Resource Officer (SRO) shall teach classes as requested; appear on multidisciplinary panels; attend career fairs; and attend Exit Interviews (held at JLS Middle School). Events occurring outside of school hours may be mutually agreed upon to be considered part of the base duties of the SRO, however, hours and schedules will he adjusted at the direction of the Investigative Services Division Supervisor. The CITY retains the right to make necessary staffing adjustments as necessary. E. Truancy Issues. The School Resource Officer (SRO) shall assist the PAUSD resolve truancy issues, including by attending Student Attendance Review Board (SARB) meetings, and Truancy Mediation Meetings with District Attorney; other duties may include providing information on criminal consequences of truancy; issue criminal citations in certain cases; meeting with parents of habitual truants; and completing home visits ,' welfare checks of truant students. 10 006247 00028 17708061 1 F. Comnlv With Leeal Renortine Reauirements. The School Resource Officer (SRO) shall comply with legal reporting requirements, including completing the Monthly Report on the Detention of Minors form for the California Board of State and Community Corrections, and completing the Annual Survey of Law EnforcementFacilities. G. School "Office Hours". The School Resource Officer (SRO) will be available during school hours. The SRO shall be proactive in policing on school campuses; work with school Campus Security Officers; work with school administrators regarding school happenings; interact with kids of all campuses during brunch, lunch, free play, etc.; attend after -suspension, school intake hearings; and assist with FirstAid. H. .juvenile Training to New Officers. The School Resource Officer (SRO) shall provide training regarding juvenile issues to newofficers. Protocols for Involuntary Psychiatric Holds. The School Resource Officer (SRO) when feasible may transport a student for a psychiatric evaluation when the student, as a result of a mental disorder, meets the criteria of Welfare and Institutions Code section 5150 and is determined to a danger to self or others or is gravely disabled. PAPD shall provide all necessary training to its officers, including SROs, regarding assessing, determining the need, reporting, and transporting a student for an involuntary psychiatric hold, including but not limited to the specific persons and agencies to contact prior to, during, and/or upon completion of transport of the student to the applicable medical facility. J. Use of Mechanical Restraints during Transport. As required by PAPD policy, the School Resource Officer (SRO) or the responding officer shall use mechanical restraints on a student being transported to a medical facility, but the SRO or the responding officer will make an effort. when possible, to do so out of view of other students. When possible, school officials or administrators will provide a location out of view of other students where the officer may apply the mechanical restraints. K. Searching Students on School Grounds. The School Resource Officer (SRO) or the responding officer shall notify the school principal or designee before the officer conducts a search of a student's person, possession, locker, or other shared property. The only exception to this requirement is if there is a real and immediate physical threat to the officer, student, staff or public safety. When feasible, all searches and pat downs that take place at school should happen outside the view of other youth (unless emergency situations make it impossible), to maintain the student's privacy and to decrease public embarrassment, humiliation, and any other future stigmatization and discrimination against the student(s) involved. When possible, the school officials or administrators will provide a location out of view of other students where the officer may conduct the search. L. Cgitfideittiality With Regard to Renorts to Child Protective Services. Reports to Child Protective Services and the information contained therein are confidential and shall not be revealed except as provided by law (to make the report to Child Protective Services or to notify the designated school administrator.) 11 006'_47 00028 17708061 1 M. Cooneration regarding Sexual Misconduct and Related Matters. The following sets forth the guidelines for cooperation between the PAUSD and the PAPD, collectively referred to herein as the "Parties," related to sexual misconduct investigations. These guidelines operate in addition to the foregoing Services outlined in this Agreement between the CITY and the PAUSD. 1. Background: PAUSD is committed to a working and learning environment free from sexual harassment and sexual violence, including sexual assault, sexual battery, and sexual coercion (collectively, "sexual misconduct"). Sexual misconduct is not tolerated. It corrupts the integrity of the educational process and work environment, and it violates the core mission and values of the PAUSD. Sexual misconduct in the educational or work setting may constitute sex discrimination prohibited by federal and state anti -discrimination laws, including Title IX of the Education Amendments of 1972 ("Title IX"), Title VII of the Civil Rights Act, California's Fair Employment and Housing Act, and the Califomia Education Code. In addition, some forms of sexual misconduct violate the criminal laws of the State ofCalifornia. 2. Purpose: Because sexual misconduct may constitute a violation of state and federal law, the criminal laws of California, and PAUSD Board policies and administrative regulations, it is important for the PAUSD to clarify its working relationship with the PAPD to ensure an effective, prompt, coordinated, and fair response to sexual misconduct. The Parties will work together collaboratively and effectively when sexual misconduct is reported. The Parties recognize that they each have different obligations under state and federal law, and it is important to respect those differences. The purpose of this MOU is to coordinate PAUSD and PAPD processes in response to reported sexual misconduct and increase collaboration between the agencies when such matters arise. In addition, this MOU is written to build an understanding between the agencies regarding their respective responsibilities and promote compliance with the numerous state and federal laws that provide specific requirements for the PAUSD related to sexual misconduct, including the statutory requirements of the California Education Code, Title IX, as well as the California Penal Code and applicable state laws related to health andconfidentiality/privacy. 3. Term: Representatives of the signing agencies will review and update this MOU when necessary based upon changes in applicable law, policies and/or regulations. 4. Agreement: i An investigation conducted by the PAPD is a separate investigation from PAUSD's Title IX investigation. Investigations may proceed on parallel paths, and involve different professional and legal obligations under federal 12 006247 00028 17708061.1 and state law. PAUSD will not directly or indirectly discourage (or, alternatively, require) individuals from making a criminal complaint. Similarly, the PAPD will not directly or indirectly discourage (or, alternatively, require) individuals from pursuing a Title LX investigation or seeking District disciplinary action. ii To the extent practicable, investigations shall be conducted in a manner that minimizes duplicative interviews and maximizes efficiency of the Parties' resources. i The Parties will each identify a point of contact for the other with respect to this MOU: PAUSD Megan Farrell District Compliance Officer/Title IX Coordinator (650) 833-4248 PAPD, Persons/Crimes Supervisor (650) 392-2140 iv. Unless otherwise agreed to, any information sharing between the Parties described in this MOU will flow between these points of contact. The Parties agree to share a contact list with their point of contact for implementation of this MOU, and to notify the Parties of any changes to their points of contact as soon as practicable. v. The Parties will comply with applicable law and guidance regarding anonymous and confidential reporting of sexual misconduct, including when, how, and what information can or must be disclosed to local law enforcement officials or designated District officials. The Parties agree that if an alleged victim requests confidentiality regarding a reportable incident, the Parties will take all reasonable steps to comply with the request or inform the reporting individual when the Parties cannot ensure confidentiality. 5. Responsibilities of PAPD: i PAPD will share information with PAUSD related to instances of sexual violence, such as sexual assault or sexual battery, that occurs within the 13 006247 00038 17708061 1 PAPD's jurisdiction, in accordance with California law and as appropriate given the particular circumstances. The PAPD will respond to calls for service by PAUSD related to the investigation of sexual misconduct. in The PAPD's investigation will not take the place of a District Title IX investigation. iv. During the normal course and scope of their work, the PAPD will follow the check -in procedures outlined in District Board Policy/Administrative Regulation ("BP/AR") 5145.11 when arriving on school premises to question and/or apprehend students. In situations involving exigent or unique circumstances, the PAPD will follow the check -in procedures when practical or reasonable based on the circumstances. Pursuant to applicable state law, prior to conducting a student interview, the PAPD officer will provide the principal or designee his/her identity, his/her official capacity, and the legal authority under which the interview is to be conducted. The PAPD will advise minors of their right to have a representative, which includes a District representative, appear at the interview with them. Upon the student's request for a District representative, the PAPD officer will include PAUSD representative in the interview. The student's parent/guardian shall be notified by the school site principal or designee as soon as practicable when the student is questioned, and immediately when the student is taken into the custody of law enforcement, except in cases of suspected child abuse, pursuant to BP/AR 5145.11. v. Upon receiving information that a criminal restraining order has been violated, the PAPD will confirm the existence and the terms of the restraining order and take any appropriate action to address the violation. The PAPD will also inform PAUSD's Point of Contact (identified above) as allowable by law of the reported violation so that PAUSD may take any appropriate action. vi. In an effort to increase interagency awareness of responsibilities of the respective agencies and to coordinate interagency processes, the PAPD agrees to participate with PAUSD in interagency training of District staff. Such training shall discuss each agencies legal mandates, procedures and investigatory processes as they relate to sexual misconduct. 6. Responsibilities of PAUSD: In an effort to increase interagency awareness of responsibilities of the respective agencies and to coordinate interagency processes, PAUSD agrees to provide training to the PAPD/District School Resource Officer ("SRO") and other designated PAPD officers on PAUSD's Title IX 14 006247 00028 17708061 1 obligations, policies, strategies and best practices for responding to reports of sexual misconduct in a trauma -informed manner. ii PAUSD will notify all reporting parties of the right to file a civil or criminal complaint. The decision to file a civil or criminal complaint rests solely with the complainant, unless a California mandated reporting is required based upon the victim's classification (e.g., minor, dependent adult, etc.). iii PAUSD will annually provide the PAPD with copies of the following policies: 1) Sexual Harassment policies (which include sexual violence); 2) Uniform Complaint Procedures; and 3) BP/AR 5145.11. iv. Prior to contacting a respondent regarding a complaint that PAUSD has been informed is under investigation by the PAPD, PAUSD and/or PAUSD's Title IX Coordinator will first contact the PAPD. The PAPD is also aware that PAUSD must complete its Title IX investigation promptly within a reasonable timeframe (e.g. 60 calendar days or less), and it agrees to coordinate with PAUSD to meet thatobligation. v. PAUSD will provide training to staff regarding the appropriate procedures to follow when the PAPD enters school premises to question and/or apprehend students, as outlined in BP/AR 5145.11. In addition toobtaining the PAPD officer's identity, his/her official capacity, and the legal authority under which the interview is to be conducted pursuant to applicable state law, the site staff will also immediately inform PAUSD's Point of Contact (identified above) in writing of the PAPD's presence on site and any information gathered from the PAPD officer. vi PAUSD acknowledges its duty to comply with protective orders and is committed to implementing such orders while ensuring the rights of all students to access education. PAUSD will work with the protected student and the students' parent/guardian to create a plan for implementation of the protective order and provide information about reporting violations of the protective order. vii. PAUSD, by and through PAUSD's Point of Contact (identified above), will ensure that information related to the protective orders is effectively communicated between school site staff and PAPD officers. PAUSD will provide its staff and the PAPD with copies of its policy or protocols on implementation of protective orders. viii. Upon receiving information that a protective order has been issued, PAUSD will follow the following procedures: 15 006247 00028 17708061.1 1) Notify PAUSD's Point of Contact (identified above) and provide a copy of the protective order; 2) Notify the parties subject to the protective order; 3) Work with the protected and restrained student and the student's parent/guardian to create a plan for implementation of the protective order, regardless of whether the restrained individual is a student at the same school; 4) If the restrained individual is not a student at the same school, PAUSD will focus on how to restrict that individual's access to the school according to the protective order and how to support the students travels to and from school; 5) If the restrained individual is a student at the same school, PAUSD will work to make changes to the students' schedule(s), participation, or environment in order to comply with theprotective order. 6) If the protective order raises concerns that would warrant a sufficient risk to other students and/or staff, PAUSD will notify the PAPD, administrators, and/or PAUSD community to the extent allowed by applicable state and federal law; 7) Upon receiving information that a protective order has been violated in a way that implicates a safety risk, PAUSD will promptly notify the PAPD of the reported violation, as well as the parties subject to the protective order. 1 006247 00028 17708061 1 EXHIBIT "B" INSURANCE REQUIREMENTS Palo Alto Unified School District (PAUSD), AT THEIR SOLE EXPENSE. SHALL FOR 11 IE 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: 17 006247 00028 177080611 Northern California ReLiEF CERTIFICATE OF COVERAGE Protected Insurance Program for Schools Issue Date 6/18/2018 ADMINISTRATOR: LICENSE # 0451271 Keenan & Associates 1740 Technology Drive, Suite 300 San Jose, CA 95110 408-441-0754 www.keenan.com THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE COVERAGE DOCUMENTS BELOW. ENTITIES AFFORDING COVERAGE: ENTITY A. Northern California ReLiEF ENTITY B Protected Insurance Program for Schools ENTITY C ENTITY D ENTITY COVERED PARTY: Palo Alto Unified School District 25 Churchill Avenue Palo Alto CA 94306 THIS IS TO CERTIFY THAT THE COVERAGES LISTED BELOW HAVE BEEN ISSUED TO THE COVERED PARTY NAMED ABOVE FOR THE PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE COVERAGE AFFORDED HEREIN 15 SUBJECT TO ALL THE TERMS AND CONDITIONS OF SUCH COVERAGE DOCUMENTS ENT LTR TYPE OF COVERAGE COVERAGE DOCUMENTS EFFECTIVE/ EXPIRATION DATE MEMBER RETAINED LIMIT 1 DEDUCTIBLE LIMITS A GENERAL 1 v11 1 1 / [ ii LIABILITY GENERAL LIABILITY, CLAIMS MADE W OCCURRENCE GOVERNMENT CODES ERRORS & OMISSIONS NCR 01705-17 7/1/2018 7/1 /2019 s 50,000 COMBINED SINGLE LIMIT EACH OCCURRENCE a 1,000,000 A AUTOMOBILE [ / [ /MIRED [ Y ( LIABILITY ANY AUTO AUTO GARAGE NON-OWNEDLIABILITY AUTO PHYSICAL DAMAGE NCR 01705-17 7/1/2018 7/1/2019 s 50,000 COMBINED SINGLE LIMIT EACH OCCURRENCE s 1,000,000 A PROPERTY 1 4ALL RISK 1 EXCLUDES EARTHQUAKE & FLOOD 1 1 BUILDER 5 RISK NCR 01705-17 7/1/2018 7/1/2019 s 50,000 s 250,250,000 EACH OCCURRENCE A STUDENT PROFESSIONAL LIABILITY NCR 01705-17 7/1/2018 7/1/2019 s 50,000 s Included EACH OCCURRENCE B WORKERS COMPENSATION 1 A EMPLOYERS' LIABILITY P1PS7839 7/1/2018 7/1/2019 s 1 1 WC STATUTORY LIMITS 1,/j OTHER 5 1,000,000 E.L. EACH ACCIDENT s 1,000,000 E.L. DISEASE - EACH EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMITS EXCESS WORKERS COMPENSATION 1 1 EMPLOYERS' LIABILITY $ OTHER 5 5 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIRESTRICTIONSISPECIAL PROVISIONS: Proof of coverage only. CERTIFICATE HOLDER. Palo Alto Unified School District CANCELLATION SHOULD CANC RE THE WILL �r ANY OF THE ABOVE EXPIRATION DATE WAIL 30 D v w DESCRIBED THEREOF, THE I ISSUING COVERAGES BE ENTITY/JPA I CATE 9 4z John Stephens AUTHORIZED REPRESENTATIVE ecen,Onlme co.n 42605075 PALOALTD 18/19 Super Pool P&L Nay. WI1liame 6/18/2018 4:32:49 PM (PDT) Page 1 of 1 CITY OF PALO ALTO City of Palo Alto (ID # 9338) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 Summary Title: Cubberley Community Center Pavilion Wing Re -Roof Project Title: Approval of a Construction Contract With Waterproofing Associates, Inc. in an Amount Not -to -Exceed $250,298 and Authorization of Contract Contingency in an Amount Not -to -Exceed $25,030 to Replace the Existing Pavilion Wing Roof at Cubberley Community Center From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute a contract with Waterproofing Associates, Inc. in an amount not -to -exceed $250,298 (Attachment A), for the Cubberley Community Center Pavilion Wing Roofing Replacement project, budgeted in the recurring Capital Improvement Program project, Cubberley Roof Replacements (CB -16002); and 2. Authorize the City Manager or his designee to negotiate and execute one or more changes to the contract with Waterproofing Associates, Inc. for any related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $25,030. Background The existing composite shingle with tar and gravel roof on Cubberley Community Center Pavilion wing roof is leaking, beyond its useful life, and no longer meets code or Title 24 requirements. Leaking has caused extensive water damage throughout the soffit areas and ceilings below, increasing maintenance needs. Discussion City of Palo Alto Page 1 This project will prevent potential occupant health and safety issues, and reduce maintenance and repair costs. Under the contract, Waterproofing Associates, Inc. will remove the existing composite shingle with tar and gravel roofing system down to the wood deck substrate, and galvanized metal flashing from the roof hips. Per the specifications (Attachment B), Waterproofing Associates, Inc. will install new custom pre -fabricated galvanized metal flashing, provide and install composition shingles on the sloped roof area and a modified bituminous membrane roofing system throughout the flat roof area, and a new perimeter roof gutter system. As well, Waterproofing Associates, Inc. will replace dry rot - damaged sheathing, eaves, fascia, soffits, and roof overhangs as needed. Bid Process Staff posted an Invitation for Bid on Planet Bids for the project on April 27, 2018. The bid period was 26 calendar days. Three bids were received on May 22, 2018 (Attachment C, bid summary). Summary of Solicitation Process Invitation for Bid (IFB) Published 4/27/2018 Mandatory Pre -Bid Site Walk 5/8/2018 Number of Company Attendees Meeting at Pre -bid 6 Number of Bids Received 3 Bid Opening 05/22/2018 Bid Proposal $ Range $250,298 to $322,000 The bids ranged from a low of $250,298 to a high of $322,000 and 22% below to the same amount as the engineer's estimate of $322,225. Staff has reviewed all bids submitted and recommends the base bid and allowances totaling $250,298 submitted by Waterproofing Associates, Inc. be accepted and Waterproofing Associates, Inc. be declared the lowest responsible bidder. The contingency amount of $25,030, representing ten percent of the total contract amount, is requested for related, additional, but unforeseen work that may develop during the project. City of Palo Alto Page 2 Resource Impact Funding for this project is available in the Cubberley Property Infrastructure Fund recurring Capital Improvement Program project CB -16002, Cubberley Roofing Replacements. Environmental Review This project is categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301(c) of the CEQA Guidelines as repair, maintenance and/or minor alteration of the existing facilities and no further environmental review is necessary. Attachments: • Attachment A: C19170646 Cubberley Pavilion Wing Roof Project • Attachment B: Cubberley Pavilion Wing Specs and Drawings • Attachment C: Cubberley Pavilion Roofing Replacement Bid Summary City of Palo Alto Page 3 Attachment A CITY OF PALO ALTO CONSTRUCTION CONTRACT Contract No. C19170646 City of Palo Alto "Cubberley Community Center Pavilion Wing Re -Roof 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 August 13, 2018 ("Execution Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and WATERPROOFING ASSOCIATES, 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 649862 and Department of Industrial Relations Registration Number 1000000647. 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 26, 2018, City issued an Invitation for Bids (IFB) to contractors for the Cubberley Community Center Pavilion Wing Re -Roof Project ("Project"). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Cubberley Community Center Pavilion Wing Re -Roof Project, located at 4000 Middlefield 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 within sixty (60) calendar days after the commencement date specified in City's Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of five hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. lithe total amount of liquidated damages Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City's right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City's Losses are caused by any reason other than Contractor's failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Two Hundred Fifty Thousand Two Hundred Ninety Eight Dollars ($250,298). [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: (I) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: 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: Jimmy Chen OR [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney's Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Waterproofing Associates, Inc. 975 Terra Bella Avenue Mountain View, CA 94043 Attn: Mathew Rabong 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: (1) 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. ❑ City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10 -day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO City Manager or designee APPROVED AS TO FORM: City Attorney or designee APPROVED: Public Works Director or designee WATERPROOFING ASSOCIATES, INC. Officer 1 By: Name: Title: Date: Officer 2 By: Name: Title: Date: Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT 21 Rev. March 17, 2017 Attachment B TECHNICAL SPECIFICATIONS FOR CUBBERLEY PAVILION RE -ROOF AT 4000 MIDDLEFIELD ROAD PALO ALTO, CALIFORNIA May 23, 2018 Issued by: Prepared by: Approved by: City of Palo Alto Public Works Department Public Services Division Facilities Contract Services & Rehabilitation Projects Cecil R. Lectura Project Engineer Jimmy Y. Chen Project Manager Cubberley Pavilion Re -Roof TABLE OF CONTENTS Page 1 SECTION 01 11 00 SECTION 01 74 00 TABLE OF CONTENTS GENERAL REQUIREMENTS TEMPORARY CONDITIONS SECTION 01 77 00 CONTRACT CLOSEOUT SECTION 02 41 00 SECTION 02 83 00 SECTION 06 10 00 DEMOLITION LEAD PAINT ABATEMENT ROUGH CARPENTRY SECTION 07 01 50 THERMAL AND MOISTURE PROTECTION SECTION 07 22 70 ROOFTOP FALL PROTECTION SECTION 07 52 16.13 SBS MODIFIED BITUMINOUS MEMBRANE ROOFING, COLD -APPLIED SECTION 07 60 00 FLASHING AND SHEET METAL SECTION 07 82 00 ASPHALT SHINGLE ROOFING SECTION 07 92 00 JOINT SEALANTS SECTION 09 91 13 APPENDIX EXTERIOR PAINTING AND FINISHING PROJECT DRAWINGS - COLD -APPLIED MODIFIED BITUMEN ROOFING INSTALLATION GUIDE S:\PWD\FAC-MSC\REHAB & CIP\Rehab&CIPProjects - ACTIVE\Cubberley\Cubb Roofs\Cubb Pavillion\1 - Jimmy to Review \Cubb-Pav-ReRoof_Specs.doc Cubberley Pavilion Re -Roof Section 01 11 00 Page 1 SECTION 01 11 00 - GENERAL REQUIREMENTS PART 1 - GENERAL 1.1 SCOPE OF WORK The contractor shall be responsible for all labor, material, tools, equipment, and services necessary for removing and replacing both an existing sloped three -tab composition shingle panel roof system and existing tar and gravel flat roof overhang areas, approximately 16,364 total SF at the Pavilion building of the Cubberley Community Center, located at 4000 Middlefield Road, in Palo Alto, California. Contractors bidding the project shall, at their discretion, measure and verify the roof areas during the mandatory bid walk. The project includes but is not limited to the following: A. Remove and discard/recycle existing flashing system, covering protruding structural hip beams at roof. Install custom pre-fab, galvanized metal flashing assembly with Kynar 500 finish color to match comp shingle. Provide shop drawings for review and approval, prior to fabrication. B. Remove existing approximately 13,367 SF of sloped three -tab composition shingle panel roof system down to existing plywood sheathing (at Upper Roof #2 on drawings). Replace dry rot -damaged sheathing as necessary and prep all plywood areas before installing composition shingle roofing throughout roof and around pipe and exhaust ductwork penetrations. Remove and install same system at Upper Roof #1. Proposed roof system to be GAF Timberline HD Reflector Series, color: Birchwood or approved equal. Provide sample for review and approval, prior to materials order. C. Remove existing tar and gravel roof system down to existing plywood sheathing: approximately 2,997 SF at Upper Flat Roof on drawings. Replace dry rot -damaged sheathing as necessary and prep all plywood areas before installing Tremco modified bituminous membrane roofing system over fiberboard, throughout roof and around pipe and exterior flashings. D. Temporarily remove existing, obstructing security light fixture(s) on roof fascia(s) and re -attach after roof work completed. E. Remove and replace all existing galv. edge metal perimeter flashing, all metal flashing at roof hips and valleys and where comp shingle roof meets vertical metal surfaces, throughout all roofs. F. Remove any obstructions that impede the following work. Peeling paint at all roof fascia boards to be properly removed and wood encapsulated per lead Cubberley Pavilion Re -Roof Section 01 11 00 Page 2 abatement standards as required. All dry rot -damaged eave and fascia boards to be replaced. In all cases with wood, seal, prime and install two coats of paint to match existing conditions. Strip peeling paint at noted fascia boards or remove and replace dry rot -damaged eave and fascia boards. In all cases with wood, prime with encapsulant and paint to match existing conditions. Paint all fascias and trim throughout. G. Seal all electrical conduit penetrations with proper waterproofing methods where required. H. Replace existing integral gutters and affected surrounding flashing (where noted) with appropriately -sized galv. gutters and similar connected flashing. Apply rust inhibitor to the inside of new gutters to prevent future oxidation. I. Install gutter screens at sloped roof -flat roof areas with adjacent, overhanging trees, where applicable. J. Install new galvanized wire mesh screen covers securely over all pipe jacks (where occurs), to prevent both vandalism and pest encroachment. K. Remove and replace with like kind, any damaged soffit areas under roof overhangs, down to existing roof framing members, including at Upper Roof #1. Prime and paint affected soffit areas to nearest breaklines to match existing conditions. Removal and disposal of all visible dry rot at roof framing, along with framing member replacement must be confirmed with the City's Project Engineer or Project Manager prior to removal and disposal. L. Verify and clear all drainage pipes servicing as downspouts. There shall be no clogged downspouts prior to Final Inspection. 1.2 RELATED WORK Reference the drawings and specifications for this project. 1.3 PRE -BID CONFERENCE A. The bidding Contractor shall attend a mandatory pre -bid meeting and job site visit, and be prepared to raise any questions he/she may have about the renovation area, methods, procedures, required inspections, plans, specifications, and the contract documents B. For substitution approval, bidding Contractor must first submit an RFI and get an approval prior to bid opening. An addendum will then be issued to all prospective bidders prior to bid opening. Cubberley Pavilion Re -Roof Section 01 11 00 Page 3 C. Contractor requirements: Contractor State Licensing Board: Roofing (C-39). 1.4 PRE -CONSTRUCTION MEETING, SCHEDULE The City shall schedule a pre -construction meeting to review the project with the Contractor. At the time of the meeting, the Contractor shall furnish to the Project Manager for review and approval, a Microsoft Project bar -graph schedule covering various phases of the operations, and all required submittals. The approved progress schedule shall be followed throughout the contract. The Contractor shall also provide emergency contact numbers for after-hours calls. Copies of all product data must be submitted and approved by the City of Palo Alto's Project Manager, prior to their installation. 1.5 CONSTRUCTION SCHEDULE Contractor shall begin work within seven (7) calendar days after receiving the Notice to Proceed, and shall complete all work covered by this contract within 60 calendar days from the Notice to Proceed date. If bad weather or unforeseeable site conditions occur, the Contractor may be granted extra days to complete the job only after a letter requesting for the time extension is submitted and approved by the Project Manager. Contractor shall adjust his schedule for any special events occurring at the site. No additional overhead will be paid. The Contractor shall notify the City of Palo Alto's Project Manager at least five (5) working days prior to commencing work, when weather conditions allow for an uninterrupted, 60 -day appropriated rain -free or temperature -conflicting period of time. All noise -producing demolition work shall be done during early hours of the business day. Building will be in use throughout construction. All utilities to areas outside the work area must be maintained. Maintain both ingress and egress to/from building at all times and clear walkways for public use (as applicable.) 1.6 PROTECTION OF EXISTING BUILDING A. Contractor shall use proper and diligent care to protect any and all property belonging to the City of Palo Alto, or others, including existing buildings, doors, floors, walks, pavements, pipe systems, ceiling structures, etc. Contractor shall take all reasonable steps to minimize any Cubberley Pavilion Re -Roof Section 01 11 00 Page 4 dirt, noise, dust, traffic, or other problems, i.e. damage to surrounding property or buildings attributable to any action by the Contractor. B. Contractor shall not overload any part of the premises or the building with any excess material or equipment. If so, he shall do so at his own risk and he shall be solely responsible for any and all loss, damage, and/or injury arising or resulting from the overloading. Protect interior floors and concrete sidewalks not only with heavy plywood sheets to evenly distribute trucks loads, but also when carting materials and debris over them. 1.7 SAFETY A. Contractor is solely responsible for safety on the job site and shall follow all OSHA safety requirements, and all state safety regulations and orders. 1. Strictly observe safety precautions, and erect temporary barricades, warning lines, signs, and protective railings to protect persons in, around, and under the work areas. Dropping or throwing of objects from above is prohibited. 2. Follow NRCA and OSHA fire protection and prevention provisions including, but not limited to, those listed in OSHA 1962; Chapter 150, 151, 152, 153, and OSHA Chapter 110, 1191 — 110 as they apply to torch application. Comply with all federal, state, and local regulations. 3. Contractor to conduct regular safety meetings with his/her onsite construction employees per OSHA safety requirements. 1.8 DRAWINGS A. The location and design of the required construction are shown on the drawings accompanying these Specifications. The following listed drawings are hereby made a part of these Specifications and this contract. Sheet No. Title Date A-1 Pavilion Roof Plan, Project Data A-2 Roofing Details December 28, 2017 December 28, 2017 B. Any part of the work that is mentioned in either the specifications or on the drawings shall be understood by the Contractor to be part of the full scope Cubberley Pavilion Re -Roof Section 01 11 00 Page 5 of work to be done. 1.9 CONTRACT DOCUMENTS AT THE JOB SITE The Contractor shall keep one copy of all the contract documents at the job site in complete and good order. These shall be available to City representatives and public agencies having jurisdiction, and shall include all approved drawings, shop drawings, specifications, addenda, and change orders. 1.10 INCLUSION OF GENERAL CONDITIONS AND DIVISION ONE Sections of Division 1 are a part of each and every section of these specifications and apply to each and every section as fully as if repeated in each case therein. 1.11 SITE INVESTIGATION Contractor shall visit the site, verify the general and location conditions, and note all other matters that will affect the proposed work. Failure to do so will not relieve the Contractor from his responsibility of underestimating the difficulty or the cost of the work. 1.12 SITE CONDITIONS AND SURVEYS Before beginning the work, the Contractor shall compare actual site conditions with the requirements of the drawings, and shall verify all existing conditions and dimensions. Any discrepancies should be reported immediately to the Project Manager before proceeding with any of the work. Data and information shown and indicated on the drawings should be field -verified. 1.13 CONTRACTOR SUPERVISION Contractor's Project Superintendent shall have full authority to make minor changes and shall be responsible for the supervision and direction of the construction area. Questions regarding ANY revisions shall be addressed to City's Project Manager via a written Request For Information (RFI). Project Superintendent shall be present on site daily. 1.14 COORDINATION OF WORK Contractor shall coordinate all work with the City's Project Manager. Cubberley Pavilion Re -Roof Section 01 11 00 Page 6 1.15 DESIGNATED CITY REPRESENTATIVE A. All communications and interface, including written correspondence by the Contractor, shall be with the City of Palo Alto Facilities Rehabilitation Division, P.O. Box 10250, Palo Alto, CA 94303, phone (650) 496-6900, ATTN: Cecil R. Lectura. B. The Project Engineer is Cecil R. Lectura at (650) 496-6921. 1.16 WARRANTY A. Contractor shall submit a warranty certificate, covering the roofing product for a period of twenty (20) years, from the date of final project acceptance. The certificate shall be included in the base bid proposal at no additional cost to the City. B. Contractor shall also submit a contractor warranty certificate, covering work performed under this contract for a period of two (2) years from the date of final project acceptance. The certificate shall be included in the base bid proposal at no additional cost to the City. 1.17 PERSONNEL REQUIREMENTS A. Contractor is required to have the Project Superintendent or lead onsite daily to manage the work during construction. B. Proper Protective Equipment (PPE) is required at all time during construction. These include hard hats, safety goggles, sound and respiratory protection, safety gloves, safety shoes, and full-length clothing. C. All Contractor's employees shall wear either badges or have clothing identified with the company's name. D. Contractor is responsible for his/her employees and subcontractor's proper conduct, appearances, behavior and language used while on the job site. E. Copies of all current SDS for all components must be kept on site. Provide all crewmembers with appropriate safety data and training as is related to the specific chemical compound he or she may be expected to come in contact with. Each crewmember shall be fully Cubberley Pavilion Re -Roof Section 01 11 00 Page 7 aware of first -aid measures to be used in case of accidents. 1.19 OVERLOADING Contractor shall not overload any part of the premises or the building with any excess material or equipment. If so, he shall do so at his own risk and he shall be solely responsible for any and all loss, damage, and/or injury arising or resulting from the overloading. 1.20 DELIVERY OF MATERIALS OR EQUIPMENT Contractor is responsible for the storage of all equipment and materials. Contractor assumes all risk for storage of his/her materials. END OF SECTION Cubberley Pavilion Re -Roof Section 01 74 00 Page 1 SECTION 01 74 00 - TEMPORARY CONDITIONS PART 1 - GENERAL 1.1 WATER, LIGHT AND POWER All utilities shall be available to the Contractor for construction purposes at no charge. The Contractor is responsible for any temporary connections, extensions and distributions, including all wiring, piping, fittings, fixtures, devices, etc. Utilities must remain operational to all areas of the building at all times. Coordinate any required utilities shut down with Project Manager at least 48 hours in advance. 1.2 TEMPORARY SANITARY FACILITIES Contractor shall provide and install, without extra cost to the City, one or more portable and lockable chemical toilet(s) located where permitted by the City and kept continually in sanitary odor -free condition during project. Remove portable toilet(s) on project completion. Place portable toilet(s) in conformance with applicable laws, codes, and regulations. 1.3 DELIVERY AND STORAGE OF MATERIALS AND EQUIPMENT A. There will be a designated area for storage outside of the building and all the space in the work area is also available as storage space during construction. Material shall be neatly stored in the construction area. B. The Contractor shall assume full responsibility for protection and safe keeping of any materials, tools, and equipment stored on City's property. C. Store materials and equipment only in areas designated by the City for this purpose. D. It is anticipated that Contractor's materials will be placed in the job area. The Contractor shall coordinate delivery requirements with the City Project Manager. E. The Contractor shall be held fully responsible for safe mounting, use, storage and disassembly of the equipment; repair or restoration of the existing structure, its surfaces and finishes, landscaped areas and walkways, or other damage caused by the equipment. Cubberley Pavilion Re -Roof Section 01 74 00 Page 2 1.4 DEBRIS AND CLEANING A. Waste All debris from demolition, framing removal, and other construction -related activities shall be carefully handled and discarded in a manner to minimize the generation of dirt and dust. Keep construction areas clean of waste material daily. All work areas shall be left broom -clean daily. B. All debris shall be removed by Contractor or Contractor's employees. If debris boxes are used, they must be owned by Contractor or rented from Green Waste only. If rental debris boxes are used, they must be rented from the Palo Alto Sanitation Company (Green Waste), 2000 Geng Road, Palo Alto, CA (650) 493-4894. C. Contractor shall recycle all possible construction debris, including packaging of new materials. Contractor shall comply with City's Green Building Ordinance. Contractor shall register itself and the project on the City of Palo Alto's waste management website: greenhalosystems.com. Follow the instructions on the website to create and submit a plan, as well as to track the project's recycling efforts. Provide documentation & receipts of all recycled materials prior to final request for payment and for final inspection. END OF SECTION Cubberley Pavilion Re -Roof Section 01 77 00 Page 1 SECTION 01 77 00 - CONTRACT CLOSEOUT PART 1 - GENERAL 1.1 CLOSEOUT PROCEDURES A. When contractor considers work has reached final completion, including all change orders and punch list, submit written certification that: 1) contract documents have been reviewed, 2) work has been inspected, 3) work is complete and in accordance with contract documents, and 4) project is ready for Project Manager's inspection. B. In addition to submittal required by the general conditions of the contract, submit a final statement of accounting, giving total adjusted contract sum. Project will not be considered complete until all project documents are submitted. C. Return all keys and access badges to owner. 1.2 FINAL CLEANING A. Execute prior to final inspection. B. Clean all surfaces. Remove temporary labels, stains and foreign substances. C. Remove waste and surplus materials, rubbish, and temporary facilities from the project site. D. Re -do final cleaning if not cleaned to owner's standards. 1.3 WARRANTIES AND BONDS Contractor shall assemble documents provided by subcontractors, suppliers, and manufacturers and file in a three ring binder with durable plastic cover. Provide a table of contents and warranty certificates covering 1) all roofing materials for 20 (15 min.) years, and 2) labor for two (2) years from the date of final project acceptance. END OF SECTION Cubberley Pavilion Re -Roof Section 02 41 00 Page 1 SECTION 02 41 00 - DEMOLITION PART 1 - GENERAL 1.1 RELATED DOCUMENTS Drawings and general requirements of the Contract, including General Requirements, Special Provisions and Division 1 Specification Sections, apply to this Section. 1.2 SCOPE OF WORK Refer to constructions drawings for roof area designations: A. Removal of all existing tar and gravel roofing, asphalt underlayment, down to the existing plywood sheathing, at roof overhangs (Upper Flat Roof on drawings.) B. Removal of all existing composition shingle roofing system down to the existing plywood sheathing (Upper Roofs #1 and #2 on drawings.) C. Removal of all drip edge and gravel stop flashings, where noted on construction drawings. D. Removal of all metal integral gutters, where noted on construction drawings. E. Removal of all hipped cap flashings on steep sloped roof, where noted on construction drawings. F. Removal and disposal of all visible dry rot, after removing existing roofing system. Dry rot must be confirmed with the City's Project Engineer or Project Manager prior to removal and disposal. 1.3 REGULATORY REQUIREMENTS A. Conform to applicable codes for removal of materials from site. Comply with all regulations and requirements for dust control and disposal. 1.4 CONTRACTOR REQUIREMENTS A. Contractor State Licensing Board: Roofing (C-39). Cubberley Pavilion Re -Roof Section 02 41 00 Page 2 1.5 PROJECT CONDITIONS A. Owner's occupants will occupy portions of building immediately within affected areas. Conduct improvements so occupants' operations will not be disrupted. All noise -producing demolition work shall be done during non -business hours. B. Maintain access to all walkways, corridors, and other adjacently occupied or used areas in and around the facility. C. Provide, place, and maintain temporary barriers and security devices for safety of the occupants during the duration of the project. D. Do not allow roof debris and construction materials to fall onto any walking area surfaces during the entire project. These include the interior floors, outdoor walkways, and parking areas. E. Ensure protection and use care with all roof -located antenna, cabling, and/or mechanical equipment. Contractor shall be responsible for any and all damage that occurs to this equipment. F. Prevent debris from entering or blocking roof drains or plumbing vents. 1.6 WEATHER LIMITATIONS A. Proceed with demolition only when existing and forecasted weather conditions permit Work to proceed without water entering into existing roofing system or building. B. Contractor shall be responsible for any and all temporary weather proofing if required. PART 2 - PRODUCTS 2.1 TEMPORARY ROOFING MATERIALS Selection of materials and design of temporary roofing is responsibility of Contractor. Cubberley Pavilion Re -Roof Section 02 41 00 Page 3 PART 3 - EXECUTION 3.1 DEMOLITION OF ROOFING MATERIAL For removing roofing material and/or substrate, the contractor shall ensure that the following work practices are followed: 1. Worker sign -in and on -site safety talk. 2. Roofing material shall be removed in the most intact state as possible. 3. Wet methods shall be used to remove roofing materials that are not intact, or that will be rendered not intact during removal, unless such wet methods are not feasible or will create safety hazards. 4. Cutting machines shall be continuously misted during use, unless competent person determines that misting substantially decreases worker safety. 5. Upon being lowered, unwrapped material shall be transferred to a closed receptacle in such a manner to avoid the dispersion of dust. 6. Roof level heating and ventilation air intake sources shall be isolated or the ventilation system shall he shut down. 3.2 DISPOSAL A. Collect and place demolished materials in containers. Promptly dispose of demolished materials. Do not allow demolished materials to accumulate on -site. B. Contractor shall comply with Palo Alto Municipal Code Chapter 5.24 Requirements to Divert Construction and Demolition Waste from Landfill and under heading 1.4, Section 01 74 00, "Temporary Conditions", located herein these Technical Specifications. END OF SECTION Cubberley Pavilion Re -Roof Section 02 83 00 Page 1 SECTION 02 82 00 — LEAD PAINT ABATEMENT [REMOVAL OF LEAD PAINT], [LEAD WELDING / HOT CUTTING OPERATIONS], [REMOVAL OF SETTLED LEADED DUST] PART 1 - GENERAL 1.1 SUMMARY A. Related Documents: 1. Drawings and general provisions of the Subcontract apply to this Section. 2. Review these documents for coordination with additional requirements and information that apply to work under this Section. B. Section Includes: 1. [Lead paint removal intended as an interim control], [Settled leaded dust removal], [Welding / hot cutting operations on steel where lead paint has been abated] as indicated in Drawings and Specifications. 2. Compliance with all applicable Federal, State, and local regulations pertaining to work practices. 3. Protection of workers, visitors to the site, an persons occupying areas adjacent to the site. 4. Provide medical examinations and maintain medical records of personnel as required by the applicable Federal, State, and local regulations. 5. The scope of this work does not include the manifesting, transporting, or disposal of hazardous waste. The City of Palo Alto will manifest, transport, and dispose of hazardous waste that has been properly packaged, labeled, and stored by the subcontractor. 6. The City of Palo Alto's review and approval of the [lead abatement] [welding] subcontractor's Lead Compliance Work Plan (Attachment A) describing the means and methods of lead related work prior to work commencing. C. Related Sections: 1. Section 01 11 00 "General Requirements." 2. Section 02 41 00 "Demolition." 3. Section 09 91 13 "Exterior Painting." Cubberley Pavilion Re -Roof Section 02 83 00 Page 2 1.2 DEFINITIONS A. Lead in paint: The Consumer Product Safety Commission (CPSC) considers any paint or other surface coating as containing lead at concentrations greater than or equal to 600 parts per million (ppm), 0.06% by weight; however, OSHA regulations apply to any detectable amount of lead in construction. B. Lead -In -Construction Supervisor: One who is capable of identifying existing and predictable lead hazards in the surroundings or working conditions and who has the authorization to take prompt corrective measures to eliminate them. C. Lead -in -air Action Level (AL): 30 fag/m3. D. Lead -in -air Permissible Exposure Limit (PEL): 50 fag/m3. 1.3 SUBMITTALS A. Submit under provisions of Section 01 11 00 "General Requirements" for review and approval by the City of Palo Alto's Project Manager. B. Product Data: Submit [two (2)] copies of the following: 1. Safety Data Sheets (SDS) sheets for each product containing hazardous materials as defined by OSHA's Hazardous Communication Standard; 29 CFR 1910.1200. C. Quality Assurance/Control Submittals: Submit [two (2)] copies of the following: 1. Lead Compliance Work Plan: Detailed, job -specific plan of the procedures proposed for use in complying with the requirements of this Specification and 29 CFR 1926.62. i. As a minimum, provide the information required in Attachment A, the Lead Compliance Work Plan Outline. ii. The plan shall be approved by the University prior to the mobilization of equipment, supplies, or workers to the site. 2. Worker Certification: Current lead worker certifications for personnel to be engaged in the work of this Section. Workers will not be permitted on the project site until the submittal is complete and has been accepted by the Project Manager. Provide legible copies of the Cubberley Pavilion Re -Roof Section 02 83 00 Page 3 following information for each worker. i. Employee quantitative respirator fit -test records that identify the testing agency, the individual fit test exercise fit factor results, and the overall fit factor result; ii. Employee medical approval to wear respirator protection records; iii. Photo copy of current DHS-certified lead supervisor picture - identification card for the designated lead supervisor only; iv. Photo copy of current DHS-certified lead worker picture - identification card for all workers; v. Blood lead measurements collected no more than three workdays prior to work commencing; vi. Employee picture identification matching names on records. Picture IDs can be photo copies of training cards; however, pictures of employee faces must be viewable vs. dark images from poor quality photo copying; and vii. [Welders hot cutting or welding on steel where lead paint has been removed shall submit items a,b, and e.] 3. Training Program: Proof that training of all personnel engaged in work under this Section is current and in accordance with the provisions of OSHA. 4. Respiratory Protection Program: Submit company's Respiratory Protection Program for review and approval by the City of Palo Alto. 5. All submittals will be provided to LBNL at least three (3) working days prior to mobilization and must be approved prior to work commencing. D. Closeout / Ongoing Project Submittals: 1. Personal air sampling results collected by the [welding] [abatement] subcontractor for airborne lead within 24 hours of sample collection. 2. Blood lead measurements collected within three workdays following the completion of lead related work and per 29 CFR 1926.62. 3. Per 29 CFR 1926.62, the subcontractor shall notify their employees of exposure monitoring results. LBNL requires written documentation from the subcontractor that demonstrates the subcontractor's employees were notified of their results within 5 days of receiving the results including both excursion and calculated 8 hour TWA results for all results, not just those results above the PEL or excursion limit. Cubberley Pavilion Re -Roof Section 02 83 00 Page 4 E. [Submittals will be provided to City of Palo Alto 3 working days prior to mobilization for each individual site job and must be approved prior to work commencing.] 1.4 QUALITY ASSURANCE A. Qualifications: 1. Qualifications of Subcontractor: i. Work performed under this Section shall be by a single Subcontractor. ii. The Subcontractor shall have a minimum of five (5) years experience as an approved [lead abatement] [welding] subcontractor. If requested, the Subcontractor shall provide the names and locations of 5 projects of similar size and scope that he has completed within the previous five years. 2. Qualifications of Lead Abatement [Welding] Personnel: i. All work shall be completed utilizing fully qualified persons who are trained, experienced, and knowledgeable in the proper techniques and procedures for lead abatement [welding] activities covered by this Section. ii. Lead Workers: All workers performing lead -based paint removal shall be currently certified as DHS Lead Workers. [Welders performing welding or hot cutting on steel where lead paint was removed shall be trained by the subcontractor per 29 CFR 1926.62]. iii. Lead -in -Construction Supervisor: Currently certified as a DHS Lead Supervisor. 3. Qualifications of Analytical Laboratory: i. The subcontractor shall submit lead samples to an analytical laboratory that is accredited by the American Industrial Hygiene Association's (AIHA) Industrial Hygiene Laboratory Accreditation Program (IHLAP) and Environmental Lead Laboratory Accreditation Program (ELLAP) and maintains current accreditation throughout the duration of this project. B. Regulatory Requirements: All lead paint [settled leaded dust] [welding / hot Cubberley Pavilion Re -Roof Section 02 83 00 Page 5 cutting] removal work shall be performed in accordance with requirements of Federal, state and local, including but not limited to the following: 1. Federal Regulations: i. U.S. Department of Labor, Occupational Safety and Health Administration (OSHA): 1. Lead Standard: Title 29, Part 1926, Section 62 2. Respiratory Protection: Title 29, Part 1910, Section 134 3. Construction Industry: Title 29, Part 1910, Section 2 4. Hazard Communication: Title 29, Part 1910, Section 1200 ii. U.S. Environmental Protection Agency (EPA): 1. Resource Conservation and Recovery Act (RCRA): a. Title 40, Part 260 to 265 iii. U.S. Department of Transportation (DOT): 1. Hazardous Substances: Title 49, Part 171 and 172: a. U.S. Department of Energy (DOE) 2. Worker Protection Rule: Title 10, Part 851: 3. State Regulations: i. California Department of Industrial Relations, Division of Occupational Safety and Health (Cal/OSHA): 1. Lead Standard: Title 8, Section 1532.1, California Code of Regulations ii. Contractors State License Board (CSLB): 1. Licensing: Section 7058.5, California Business and Professions Code iii. California Environmental Protection Agency (Cal/EPA): 1. Disposal Requirements: Title 22 and 23, California Code of Regulations iv. California Department of Health Services (DHS): 1. Accreditation, Certification, and Work Practices in Lead - Related Construction: Title 17, Article 16, California Administrative Code 4. Local Regulations: i. Bay Area Air Quality Management District (BAAQMD): 1. Lead: Regulation 11, Rule 1 ii. San Francisco Bay Regional Water Quality Control Board. 1. Waste Water: San Francisco Bay Basin Water Quality Cubberley Pavilion Re -Roof Section 02 83 00 Page 6 Control Plan. C. Pre -Construction Meeting: At least one week before work commences, a pre - construction meeting shall be held at a location designated by the City of Palo Alto's Project Manager. Attendees shall City of Palo Alto's Project Manager, Abatement Contractor's Manager, Superintendent, Safety Inspector, Building Inspector, and Industrial Hygienist; the Abatement Contractor's Project Superintendent and Abatement Superintendent; and others as necessary. The agenda shall include a review of project safety requirements, the Subcontractor's written lead compliance work plan, emergency contacts and notification plan, containment and work area design, facility requirements, submittals, and any other issues pertinent to the safe execution of the lead paint removal [settled leaded dust] [welding / hot cutting] work: 1. Work shall not commence until all required submittals and plans have been approved by the City of Palo Alto. 1.5 PROJECT/SITE CONDITIONS A. Existing Conditions: 1. Paint that contains lead [and / or settled leaded dust] is known to be present on surfaces at the Project site. Surfaces which have not been previously tested, that may be affected by the project scope, should be assumed to contain lead and handled according to this section. [See Attachment B for lead testing results]. i. If any other materials are found which are suspected of containing lead or other hazardous materials, immediately stop work in the affected area and notify the City of Palo Alto's Project Manager. Handle suspected lead containing material according to this section. 2. The City of Palo Alto will occupy adjacent areas during the course of the Work. Work under this Subcontract shall not affect the City's operation of adjacent areas. PART 2 - PRODUCTS 2.1 MATERIALS A. Plastic Sheeting: Fire retardant polyethylene sheeting conforming to NFPA 701 and ASTM S502 -74T for surface flammability and smoke density. A Cubberley Pavilion Re -Roof Section 02 83 00 Page 7 single polyethylene film in the largest sheet size possible to minimize seams, 6 mils thick, clear, frosted or black as indicated. B. Duct Tape: Provide duct tape in 2" or 3" widths as indicated, with an adhesive which is formulated to stick aggressively to polyethylene sheeting. C. Spray Adhesive: Shall not contain methylene chloride, as listed on the product's label and/or Safety Data Sheet (SDS). Provide spray adhesive in aerosol cans that is specifically formulated to stick aggressively to polyethylene sheeting. D. Disposal Bags: 6 -mil polyethylene. E. Lead -Containing Materials Disposal Containers: Leak -tight drums. F. Detergent: High -phosphate wash containing at least 5% trisodium phosphate (TSP). 2.2 EQUIPMENT A. Clothing: Furnish the following for each worker and others as specified. 1. Coveralls: i. Disposable full -body coveralls with attached head and foot covers conforming to requirements of OSHA Standards 29 CFR 1926.62: 2. Respirators: 3. Full facepiece negative pressure respirators with an assigned protection factor of 50X the PEL, or equivalent, for the removal of lead paint [or settled leaded dust]. 4. Full facepiece, Powered Air Purifying Respirators (PAPRs) are required for welding or torch cutting operations where lead paint has been removed. [Include only for welding / hot cutting]. 5. Respirators shall be equipped with HEPA (P-100) Filters. 6. Powered Air Purifying Respirators (PAPRs) that have been quantitatively fit tested and equipped with HEPA (P-100) filters shall be acceptable substitutes for the respirators specified in 2.02(A)(2)(a). 7. Goggles, safety glasses, face shields: Provide eye and face protection Cubberley Pavilion Re -Roof Section 02 83 00 Page 8 as required by OSHA. 8. Gloves: [Select one or both as needed] i. Leather work gloves for welding / hot cutting. ii. Compatible chemical resistant gloves for paint removal products. 9. Boots: Steel toed foot protective work boots with non-skid soles and steel shanks. 10. Hard Hats: Head protection (hard hats) approved by ANSI. 11. Soap and Towels. B. Industrial Grade Vacuum and Exhaust Equipment: High Efficiency Particulate Air (HEPA) filtered vacuum and exhaust equipment with appropriate HEPA filters for lead contaminated dust / fume aerosols. Household HEPA vacuum cleaners shall not be acceptable. C. Temporary Shower Facility: A pre -fabricated or site -built temporary shower facility, with hot and cold water to shower head that can be controlled from inside shower, shall be installed and used by all workers when airborne lead levels exceed or are predicted to exceed the PEL without regard to respiratory protection. D. Temporary Washing Facilities: A sink with hot and cold water supply and soap for washing hands and face prior to breaks, lunch, and leaving the worksite at the end of the shift shall be used by all workers regardless of the airborne lead results. E. Pressure differential recorders shall be in working condition, calibrated and operated continuously during the operation of the negative pressure enclosure and provide a pressure reading at least every 10 minutes, or more frequent, and provide a written documentation of the pressure readings that will be submitted to LBNL at the end of the project. PART 3 - EXECUTION 3.1 PROTECTION A. General: i. Take appropriate continuous measures as necessary to protect all building occupants from exposure to lead dust and fumes. Such Cubberley Pavilion Re -Roof Section 02 83 00 Page 9 measures shall include the procedures and methods described herein, and shall be in accordance with regulations and guidelines of applicable Federal, State, and local agencies. ii. Securing the Work Area: Secure the work area from access by the public, occupants, staff, or users of the building. 1. Provide and maintain temporary partitions to prevent spread of dust, fumes, odors, and noise to permit continued University occupancy. 2. Demarcate the work by posting warning signs at each locked door and at the entrance to the change room leading to the controlled area as follows: WARNING LEAD WORK AREA POISON NO SMOKING OR EATING iii. Protect all existing materials, appurtenances and equipment that are not to be abated. Existing materials, appurtenances and equipment, building exterior and interior, and landscaping altered or damaged during lead related work shall be repaired or replaced by the Subcontractor to match existing undisturbed conditions at no additional cost to the City of Palo Alto. iv. Utility shutdowns shall be in accordance with Division 01 Section "Special Procedures." v. Maintain access and egress to building and all rooms at all times. vi. Do not block or reduce width of egress to exits. vii. Conduct operations with minimum interference to corridors, exits, and public thoroughfares. viii. Use periodic light water mist, temporary enclosures, and other suitable methods to limit the release of airborne lead dust and fumes. Comply with applicable regulations pertaining to environmental protection. Use water outside the work area only if approved by the Project Manager. ix. Path of travel for debris removal shall be maintained dust free and clean at all times. x. Cover and protect windows, doors, and walls that are adjacent to lead work areas. xi. Water used during this project to remove or wet lead paint or lead dust shall be collected and prevented from entering storm water drains. xii. Eating, drinking, smoking, chewing tobacco or gum, or applying cosmetics is prohibited in the work area. Cubberley Pavilion Re -Roof Section 02 83 00 Page 10 B. Personnel: i. Lead -in -Construction Supervisor: 1. Provide an on -site, full-time Lead -in -Construction Supervisor (or Supervisors) to ensure that the worker protection program is effective. 2. The Lead -in -Construction Supervisor shall have the authority to shut down the project in accordance with 29 CFR 1926.62. ii. Lead Workers: The Subcontractor shall communicate information concerning lead hazards according to the requirements of the Hazard Communication Standard (29 CFR 1910.1200), including but not limited to the requirements concerning warning signs and labels, material safety data sheets (MSDS), and employee information and training. iii. Training Program: The Subcontractor shall assure that each worker and supervisor holds current training records meeting OSHA requirements. The training shall include the following. 1. The content of the OSHA Lead in Construction Standard (29 CFR 1926.62); 2. The specific nature of the operations that could result in exposure to lead above the action level; 3. The purpose, proper selection, fitting, use, and limitations or respirators; 4. The purpose and a description of the medical surveillance program, and the medical removal protection program, including information concerning the adverse health effects associated with excessive exposure to lead (with particular attention to the adverse reproductive effects on both males and females and hazards to the fetus and additional precautions for workers who are pregnant); 5. The engineering controls and work practices associated with the worker's job assignment including training of workers to follow relevant good work practices described in 29 CFR 1926.62; 6. The contents of any compliance plan and the location of regulated area in effect; 7. Instructions to workers that chelating agents should not routinely be used to remove lead from their bodies and should not be used at all except under the direction of a licensed physician, and; 8. The worker's right of access to medical records. 9. In addition to items a -h of this section, workers who perform Cubberley Pavilion Re -Roof Section 02 83 00 Page 11 lead removal work must also be DHS lead trained workers according to 17 CCR Division 1, Chapter 8. iv. Medical Surveillance: 1. Provide medical examinations for all workers performing the removal of lead paint, removal of settled leaded dust, or welding / hot cutting steel where lead paint was removed per 29 CFR 1926.62; 2. Blood testing (blood lead and zinc protoporphyrin) shall be performed for all workers performing the removal of lead paint, removal of settled leaded dust, or welding / hot cutting steel where lead paint was removed, no more than three work days prior to work commencing and within three work days following the completion of lead related work and in accordance with 29 CFR 1926.62; v. Respiratory Protection Program: Comply with ANSI Z88.2 - 1992 "Practices for Respiratory Protection" and OSHA 29 CFR 1926.62. 1. Require that respiratory protection be used at all times when there is any possibility of disturbance of lead paint, settled leaded dust, or welding / hot cutting on steel where lead paint was removed; 2. Full facepiece negative pressure respirators shall be worn by workers performing lead paint removal. Welders whom will be welding or cutting steel where lead paint was removed shall wear Powered Air Purifying Respirators (PAPRs), equipped with HEPA (P-100) filters, that are quantitatively fit tested; vi. Protective Clothing: 1. The following clothing shall be worn by all lead workers in the work area. a. The following clothing shall be worn by all lead workers in the work area. b Gloves: Chemical resistant gloves shall be used when using chemical strippers to remove lead paint. Gloves shall be secured to coveralls using duct tape to protect arms and hands. Do not remove gloves from the work area. c. Goggles, safety glasses, or face shields: Shall be worn by all workers involved in scraping, spraying, stripping, or any other activity that may potentially cause eye or face injury. vii. Temporary Shower Facilities: Shall be used in accordance with subsection 2.02 (C) of this section. viii. Washing Facilities: Shall be used in accordance with subsection Cubberley Pavilion Re -Roof Section 02 83 00 Page 12 2.02 (D) of this section. 3.2 GENERAL PROCEDURES A. Containment Systems: i. Regardless of the lead content of paints, dust, or coatings being disturbed, Negative Pressure Enclosure (NPE) containment is not required unless operations such as sanding, abrasive blasting, or any other removal method is used that creates an uncontrollable release of airborne lead aerosols in excess of the Action Level of 30 ug/m3. ii. If measured lead levels from either personal or area air samples exceed the Action Level at any time during the course of the work, or visual emissions are detected, the Subcontractor shall immediately stop work, correct the condition(s) causing the increase, and notify the City of Palo Alto's Project Manager. If the subcontractor's existing engineering and administrative controls do not reduce concentrations below the Action Level, the Subcontractor shall immediately stop work, notify the University's Project Manager, and implement additional controls such as the construction of a Negative Pressure Enclosure (NPE) equipped with HEPA filtered Negative Air Machines (NAMs) that have been tested as specified in subsection 3.05 (A)(2). The enclosure shall maintain a negative pressure relative to the surrounding area to adequately prevent the release of unfiltered lead aerosols. NAM exhaust ducting shall be routed to the exterior of buildings. iii. Demarcate the Lead Control Area by providing a roped -off and labeled perimeter area at least 20 feet wide around the work area where lead related work is to be performed. Provide signage per subsection 3.01 (A)(2)(b). B. In case of inclement weather, such as high winds or rain, which may cause paint chips, dust, or fumes to migrate out of the work area, immediately secure the work area and stop work until weather conditions improve. 3.3 WORK AREA PROCEDURES A. Entering the Work Area: Each time a work area is entered put on new disposable coverall or (re -use previous coverall if not overly contaminated or torn), new head cover, and a clean respirator with cartridges appropriate for the lead work to be performed. Reinforce coverall seams and secure gloves Cubberley Pavilion Re -Roof Section 02 83 00 Page 13 to coveralls with duct tape. B. Wearing disposable coveralls: Do not enter occupied building areas while wearing either new or contaminated disposable coveralls or respirators. Provide a visual barrier between lead related work and occupied areas. 3.4 LEAD REMOVAL PROCEDURES A. Lead removal: Remove lead paint or dust as described in the contractor's lead work plan prior to disturbing the substrate [or welding and hot cutting the substrate]. i. Prohibited Lead Paint / Dust Removal Methods: 1. Open flame burning 2. Chemical stripping with methylene chloride based paint strippers 3. Uncontained abrasive blasting 4. Uncontained power washing 5. Dry sanding or scraping 6. Power sanding without HEPA attachment 7. Hot cutting or welding prior to removing lead paint ii. Waste Disposal: HEPA vacuum and/or wet wipe to remove all paint chips, dust, and debris generated during the work. Do not allow paint chips, dust, or debris to accumulate. Place all paint chips, dust, and debris in properly labeled plastic disposal bags at the end of each shift. iii. [Welding, Brazing, Hot Cutting, and Heating: Where welding, hot cutting, or brazing is planned to be done under other Sections, or where building elements will be heated above 600 degrees F, remove paint to bare metal six inches to either side and behind the area that is to be welded, brazed, hot cut, or heated.] iv. [Remove welding fumes from worker breathing zones (within 12" of the weld / cut point) during welding and hot cutting operations by effectively capturing the fumes at the workers' breathing zone by using HEPA filtered negative air machines (with flex hose) that have been tested according to subsection 3.05 (Field Quality Control). Assign additional employees (e.g., fire watch) to continuously adjust the flex hose to within 12" of the weld / cut point to effectively capture the fumes in the worker's breathing zone. Exhaust from the negative air machines shall be routed outside buildings and away from building air intakes or building entrances. Flex hose shall be positioned to prevent tripping, pinching, or egress limitations from the building.] Cubberley Pavilion Re -Roof Section 02 83 00 Page 14 3.5 FIELD QUALITY CONTROL A. Site Tests: i. Respiratory protective equipment shall be quantitatively fit tested, including PAPR units. Qualitative fit test using irritant smoke tests or other qualitative test methods shall not be acceptable. ii. All HEPA vacuums and negative air machines shall be challenge tested, by emery oil aerosol or equivalent, and certified as in "passing" condition prior to work commencing. Testing shall be completed in the presence of the City of Palo Alto Industrial Hygienist and shall be conducted at the Berkeley Lab outside of buildings in unoccupied areas. If any units fail, no work will be allowed with those units and the units shall be removed from the Berkeley Lab. Maintenance or repair work at the Berkeley Lab shall not be allowed on vacuums or negative air machines that have failed the challenge aerosol testing. Negative air machines and HEPA vacuums shall be tested every three months, and immediately after changing HEPA filters, and remain onsite during the duration of the project. HEPA vacuums and negative air machines shall not be used after changing HEPA filters until they have been tested by a challenge aerosol. B. Inspection (Lead Air Monitoring): i. Personal Exposure Monitoring Results: Subcontractor shall provide personal air monitoring of its employees, in accordance with requirements of 29 CFR 1926.62. 1 The personal air monitoring data shall include the employee's name, date of monitoring, task(s) performed, employees represented by the monitoring, analytical result, and time -weighted average exposure reported in unis of ug/m3. 2. The analytical lab results shall be submitted to the City of Palo Alto's Project Manager within 24 hours of sample collection. 3. The subcontractor shall submit air samples to an AIHA accredited laboratory per 1.06(A)(3) of this section. The subcontractor shall request NIOSH method 7082 as the analytical method. ii. The City of Palo Alto's Industrial Hygienist may conduct personal Cubberley Pavilion Re -Roof Section 02 83 00 Page 15 lead air monitoring on the subcontractor's employees at any time to verify Subcontractor's compliance with these Specifications, EPA and OSHA regulations, and applicable State and local government regulations. iii. Monitoring During Lead Decontamination: The City of Palo Alto's Industrial Hygienist, or its representative, may conduct quality control and area monitoring at any time during potential worker exposure to airborne lead. If monitoring outside the control area shows airborne concentrations exceed the OSHA Action Level of 30 ug/m3, the Subcontractor shall immediately stop all work, correct the condition(s) causing the increase and notify the Project Manager. iv. If monitoring indicates that lead contamination is occurring outside of controlled areas (i.e., equal to or greater than 30 ug/m3) the Subcontractor shall immediately cease lead disturbance activities. Do not resume work until authorized by the Project Manager. 3.6 CLEANING A. Daily Cleaning: Thoroughly clean the entire area under active lead disturbance at the end of each workday. i. At end of work shift remove any paint chips, dust, and debris by using a HEPA vacuum or by spraying with wet wash solution, collect debris with wet paper towels, place in disposal bag while still wet, and clean surface of plastic sheets with wet paper towels. ii. Exterior Cleanup: 1. Undisturbed areas potentially affected by exterior lead disturbance shall be protected by using a drop poly containment system. 2. Because weather can adversely affect the efficacy of exterior drop poly containment, remove surface plastic of the containment system at the end of each workday. 3. Examine immediate area to ensure that no lead debris has escaped containment. Debris shall be placed in double plastic bags, sealed and stored with other contaminated debris. [As determined by governing agency, add this project clearance section as necessary. Project clearance is not always a requirement for City of Palo Alto projects; however, it is sometimes useful to include in the specifications especially for interior building projects (i.e., office environments, lunch rooms, etc.) where the space will be re -occupied and Cubberley Pavilion Re -Roof Section 02 83 00 Page 16 it may be prudent to demonstrate lead levels are within acceptable limits. HUD is purposely not referenced here with respect to their clearance criteria to allow the governing agency professional flexibility in determining what is an appropriate clearance level based upon the scope of work. However, the clearance levels listed in this subsection may change accordingly as HUD officially changes their levels.] 3.7 PROJECT CLEARANCE A. Subcontractor Release Criteria: The lead disturbance work area is deemed cleared when the work area is visually clean and wipe samples show lead concentrations have been reduced to the level specified below. B. Wipe Sampling: Wipe sampling will be used to evaluate the level of lead remaining in the work area. A commercial wipe moistened with a non -alcohol wetting agent will be used. Surface dust sampling will take place no sooner than 24 hours after completion of post -disturbance cleanup activities. This will allow any airborne dust to settle onto the surfaces to be tested. C. Clearance Criteria: i. If any of the wipe samples exceed the clearance criteria, the work area must be cleaned again and retested until the criteria are met. Floors 40 ug/ft2 Interior Horizontal Window Surfaces 250 ug/ft2 Window Wells 400 ug/ft2 Exterior Horizontal Window and Floor 800 ug/ft2 Surfaces ii. If all wipe sample results for the work area meet the clearance criteria, the work area is cleared for re -occupancy. D. The City of Palo Alto will be responsible for all costs of the initial clearance testing. The Subcontractor shall be responsible for additional testing costs if initial clearance test does not pass. E. After final cleanup and removal of all Subcontractor equipment, materials, Cubberley Pavilion Re -Roof Section 02 83 00 Page 17 and critical barriers are complete, a final post teardown inspection will be conducted. The City of Palo Alto it's Industrial Hygienist will conduct the final inspection with the Subcontractor. 3.8 STORAGE OF WASTE MATERIALS A. Waste Evaluation: The materials collected from the cleaning operations must be evaluated to determine if the materials are hazardous and require special handling. The Subcontractor is responsible for segregating waste as it is generated and labeling all waste containers appropriately. Stored waste must be labeled with the accumulation date, type of waste, and area from which it was generated. The waste will be stored in designated areas selected by the Project Manager. Load all lead -containing waste material in disposal bags or leak -tight drums. All materials are to be contained in one of the following: i. Two 6 -mil disposal bags. ii. Two 6 -mil disposal bags and a drum. iii. Wrapped in 6 -mil polyethylene sheeting and sealed with duct tape. B. If a dumpster is to be located on site for the duration of the project, arrange location of the dumpster with the Project Manager. i. Do not store containerized materials outside of the work area. Take containers from the work area directly to a temporary storage location arranged by the Project Manager. All open dumpsters are prohibited for any construction debris. Take special care in transporting the waste materials from the location of generation to the storage facility. Waste shall be removed from work area at times selected to minimize contacts with tenants. The path from the work area to the storage locations shall be selected to be the shortest possible distance. C. The waste shall be separated into a minimum of categories as follows: i. Low lead waste (e.g., filtered wash water, HEPA vacuumed disposable coveralls and plastic sheeting, etc.). ii. Concentrated lead waste (e.g., sludge from paint stripping, paint chips and dust, HEPA vacuum debris and filter, mop heads, rags used for removing caustic stripper or during wet wiping, unfiltered wash water, respirator filters, etc.) D. Treatment and Testing of Project Waste Water: The handling and treatment Cubberley Pavilion Re -Roof Section 02 83 00 Page 18 of project waste water must conform with all State and local regulations. Project waste water includes shower water and waste water from cleaning operations. i. The Subcontractor shall not discharge waste water containing lead into a community sanitary sewer as per the requirements of the San Francisco Bay Basin Water Quality Control Plan. All waste water shall be discharged into a sanitary filter. Do not discharge any waste water on ground or soil. Filter water as necessary to meet local requirements. END OF SECTION Cubberley Pavilion Re -Roof Section 06 10 00 Page 1 SECTION 06 10 00 - ROUGH CARPENTRY PART 1 - GENERAL 1.0 SCOPE OF WORK Contractor shall furnish all labor, materials, tools, and equipment to remove and replace all worn and/or damaged framing supports (where occurs.) Replace wood fascia with like kind and length, upon discovery of either dry -rot and/or other damage. 1.1 RELATED SECTIONS A. Section 02 41 00 - Demolition. B. Section 07 52 16.13 - SBS Modified Bituminous Membrane Roofing, Cold - Applied. C. Section 07 60 00 - Flashing and Sheet Metal. General requirements for fabrication of sheet metal flashings and trim. D. Section 07 92 00 - Joint Sealants: Sealing of all roof joints. 1.2 QUALITY ASSURANCE A. Grading rules of the following associations apply to lumber furnished under this Section: 1. West Coast Lumber Inspection Bureau (WCLIB). 2. Western Wood Products Association (WWPA). 3. Redwood Inspection Service (RIS). B. Plywood shall conform to Product Standard PS 1-74. 1.3 PRODUCT DELIVERY, STORAGE AND HANDLING A. Immediately upon delivery to job site, place materials in area protected from weather. B. Store materials & cover with protective waterproof covering, providing for adequate air circulation & ventilation. Polyethylene cover is unacceptable. Cubberley Pavilion Re -Roof Section 06 10 00 Page 2 C. Do not allow materials to be exposed to any moisture during transportation, storage, handling and installation. 1.3 COORDINATION Coordinate carpentry work with the work of other trades, ensuring timely performance of carpentry work as required to meet the construction schedule. PART 2 - PRODUCTS 2.0 MATERIALS A. Blocking, edgings, curbs attached to substrate framing: S4S, Douglas fir, Douglas Fir -larch, or Hem -Fir, No. 2 grade or better. 2.1 NAILS FOR STRUCTURE A. Nails shall be as per NRCA and UBC, and JM roof manufacturer. PART 3 - EXECUTION 3.0 DESCRIPTION A. All workmanship shall be in accordance with the best practice, shall be accurate, with exact measurements and layout and shall be performed in a neat and careful fashion. B. Where necessary to avoid splitting, nail holes shall be sub -bored. Split pieces shall be removed and replaced. C. Cleaning up - Upon completion of his work, the Contractor shall remove all staging and other apparatus used in the work. Contractor shall also clean up and remove all scrap material and debris and leave the job and surrounding areas in a clean and workmanlike manner. END OF DIVISION Cubberley Pavilion Re -Roof Section 07 01 50 Page 1 SECTION 07 01 50 - THERMAL AND MOSTURE PROTECTION PART 1 - GENERAL 1.1 SECTION INCLUDES A. Anchor sheet/roof deck protection. 1.02 RELATED SECTIONS 1. Section 06 10 00 - Rough Carpentry: Framing and wood decking. 2. Section 07 60 00 - Flashing and Sheet Metal: Sheet metal flashing; gutters and downspouts. 1.3 REFERENCES American Society for Testing and Materials (ASTM) - Annual Book of ASTM Standards: A. ASTM D1970 - Standard Specification for Self -Adhering Polymer Modified Bituminous Sheet Materials Used as Steep Roofing Underlayment for Ice Dam Protection. B. Underwriters Laboratories (UL) - Roofing Systems and Materials Guide (TGFU R1306). C. Sheet Metal and Air Conditioning Contractors National Association, Inc. (SMACNA) - Architectural Sheet Metal Manual. D. Asphalt Roofing Manufacturers Association (ARMA) E. National Roofing Contractors Association (NRCA) F. U.S. Green Building Council (USGBC) G. Leadership in Energy and Environmental Design (LEED) H. Miami Dade County Cubberley Pavilion Re -Roof Section 07 01 50 Page 2 1.4 DEFINITIONS Roofing Terminology: Refer to ASTM D1079 and the glossary of the National Roofing Contractors Association (NRCA) Roofing and Waterproofing Manual for definitions of roofing terms related to this section. 1.5 LEED CERTIFICATION Roofing Terminology: Refer to ASTM D1079 and the glossary of the National Roofing Contractors Association (NRCA) Roofing and Waterproofing Manual for definitions of roofing terms related to this section. B. Provide a roofing system that will achieve or aid in the qualification of points satisfying 1. Materials & Resource credit 4 - Recycled Content. 2. Materials & Resource credit 5 - Local and Regional Materials. 1.6 SUBMITTALS A. Product Data: Provide product data sheets for each type of product indicated in this section. B. Shop Drawings: Provide manufacturers standard details and approved shop drawings for the tile roof underlayment specified. C. Submit copies of GAFMC product data sheets, detail drawings and samples for each type of roofing product. D. Certificates: Installer shall provide written documentation from the manufacturer of their authorization to install the roof system, and eligibility to obtain the warranty specified in this section. E. L.E.E.D. submittal: Coordinate with Section 01115 - Green Building Requirements, for LEED certification submittal forms and certification templates. 1.7 QUALITY ASSURANCE A. Manufacturer Qualifications: GAFMC shall provide all primary roofing underlayment products, leak barrier, and ventilation, by a single manufacturer. Cubberley Pavilion Re -Roof Section 07 01 50 Page 3 B. Installer Qualifications: Installer must be approved for installation of all roofing products to be installed under this section. 1.8 REGULATORY REQUIREMENTS A. Exterior Fire Test Exposure: Provide a roofing system that will achieve an Underwriters Laboratories rating for roof slopes indicated. 1. UL Class A B. Install all roofing products in accordance with all federal, state and local building codes. C. All work shall be performed in a manner consistent with current OSHA guidelines. 1.9 PRE -INSTALLATION MEETING A. General: For all projects in excess of 250 squares of roofing, a pre - installation meeting is strongly recommended. B. Timing: The meeting shall take place at the start of the roofing installation, no more than 2 weeks into the roofing project. C. Attendees: Meeting to be called for by manufacturer's certified contractor. Meeting's mandatory attendees shall include the certified contractor and the manufacturer's representative. Non -mandatory attendees shall include the owner's representative, architect or engineer's representative, and the general contractor's representative. D. Topics: Certified contractor and manufacturer's representative shall review all pertinent requirements for the project, including but not limited to, scheduling, weather considerations, project duration, and requirements for the specified warranty. 1.10 DELIVERY, STORAGE, AND HANDLING A. Deliver all roofing materials to the site in original containers, with factory seals intact. All products are to carry either a GAFMC or BMCA® label. B. Remove manufacturer supplied plastic covers from materials provided with such. Use "breathable" type covers such as canvas tarpaulins to allow venting and protection from weather and moisture. Cover and Cubberley Pavilion Re -Roof Section 07 01 50 Page 4 protect materials at the end of each work day. Do not remove any protective tarpaulins until immediately before the material is to be installed. C. Store products in a covered, ventilated area, at temperature not more than 55 degrees F (12.6 degrees C). D. Do not expose materials to moisture in any form before, during, or after delivery to the site. Reject delivery of materials that show evidence of contact with moisture. E. Store bundles on a flat surface. Maximum stacking height shall not exceed GAFMC's recommendations. Store all rolls on end. 1.11 WEATHER CONDITIONS A. Proceed with work only when existing and forecasted weather conditions will permit work to be performed in accordance with GAFMC's recommendations. 1.12 WARRANTY A. Provide GAFMC® Blue Diamond Guarantee where the manufacturer agrees to repair or replace the portion of the roofing materials, which have resulted in a leak due to a manufacturing defect or defects caused by ordinary wear and tear. 1. Duration: Twenty (20) years from the date of completion. PART 2 - PRODUCTS 2.1 MANUFACTURERS A. Acceptable Manufacturer: GAFMC, 1361 Alps Rd. Wayne NJ 07470. Tel: 1-973-628-3000. 2.2 FIRE BARRIER SHEET A. Non -woven fiberglass mat underlayment coated on both sides suing a highly filled polymer. Provides a fire barrier and water resistant. Approved by Dade Country, Florida Building Code, and ICC approval. Each roll contains approximately 3.5 squares (350 gross sq. ft.) of material and is 42" x 100' (1.07m x 30.5 ft). VersaShield Underlayment® by GAFMC. Cubberley Pavilion Re -Roof Section 07 01 50 Page 5 2.3 ANCHOR SHEET A. Premium, water repellant, breather type non -asphaltic underlayment. UV stabilized polypropylene construction. Meets or exceeds ASTM D226 and D4869. Approved by Dade Country, Florida Building Code, and ICC. Each roll contains approximately 10 squares (1003 sq. ft.) of material and is 54" x 223'. Deck -Armor Premium Breathable Roof Deck Protection, by GAFMC. 2.4 ROOFING CEMENT & PRIMER A. SBS Cement: ASTM D4586, MatrixT' 201 Premium SBS Flashing Cement, by GAFMC®. B. Asphalt Primer: ASTM D41, MatrixTM 307 Premium Asphalt Primer, by GAFMC®. C. Asphalt Plastic Roofing Cement meeting the requirements of ASTM D 4586, Type I or I I . 2.5 NAILS A. Standard round wire, zinc -coated steel or aluminum; 10 to 12 gauge, smooth, barbed or deformed shank, with heads 3/8 inch (9mm) to 7/16 inch (11 mm) in diameter. Length must be sufficient to penetrate into solid wood at least 3/4 inch (19mm) or through plywood or oriented strand board by at least 1/8 inch (3.18mm). B. Plastic cap nails by others. 2.6 PLATES & SCREWS A. Standard duty alloy steel insulation fastener with CR-10 coating with a .215" diameter thread. Factory Mutual Standard 4470 Approved, #3 Phillips head for use on steel and wood decks, Drill TecTM Standard Screws by GAFMC. B. Galvalume coated steel 3" diameter plates. Miami Dade and Factory Mutual Standard 4470 Approved and suitable for use with Drill•Tec'M Philips head fasteners and Drill•Tec'M extra heavy duty fasteners. Made for east use with Drill•Tec'M AccuTrac stand up tool, Drill TecTM Accuseam Plates by GAFMC. Cubberley Pavilion Re -Roof Section 07 01 50 Page 6 2.7 METAL FLASHING A. 24 gauge hot -dip galvanized steel sheet, complying with ASTM A 653/A 653M, G90/Z275. Integral gutters to be min. 20 ga, PART 3 - EXECUTION 3.01 EXAMINATION A. Verify that the surfaces and site conditions are ready to receive work. B. Verify that the deck is supported and secured. C. Verify that the deck is clean, dry and smooth, free of ice or snow, depressions, waves, or projections, and properly sloped to drains, valleys, eaves, scuppers or gutters. D. Verify that all roof openings or penetrations through the roof are solidly set, and that all flashings are tapered. E. If roof deck preparation is the responsibility of another installer, notify the architect or building owner of unsatisfactory preparation before proceeding. 3.02 GENERAL PREPARATION A. Verify that the surfaces and site conditions are ready to receive work. B. Verify that the deck is supported and secured. C. Verify that the deck is clean, dry and smooth, free of ice or snow, depressions, waves, or projections, and properly sloped to drains, valleys, eaves, scuppers or gutters. D. Verify that all roof openings or penetrations through the roof are solidly set, and that all flashings are tapered. E. If roof deck preparation is the responsibility of another installer, notify the architect or building owner of unsatisfactory preparation before proceeding. Cubberley Pavilion Re -Roof Section 07 01 50 Page 7 3.3 SUBSTRATE PREPARATION A. Wood Deck (Plank / Heavy Timber) 1. Wood boards must be at least 1" nominal thickness and have a nominal width of 4'-6". Tongue and groove or shiplap lumber is preferred to square edge material since subsequent shrinkage or warping of square edge planks may cause ridging of the roof system above adjacent boards. 2. Preservatives or fire retardants used to treat the decking must be compatible with roofing materials. 3. The deck must be installed over joists that are spaced 24" (61 cm) o.c. or less. 4. The deck must be installed so that all four sides of each panel bear on and are secured to joist and cross blocking. "H" clips are not acceptable. 5. Panels must be installed with a 1/8" to 1/4" (3mm — 6mm) gap between panels and must match vertically at joints to within 1/8" (3mm). 6. Decking should be kept dry and roofed promptly after installation. END OF SECTION Cubberley Pavilion Re -Roof Section 07 51 12 Page 1 SECTION 07 52 16.13 - SBS MODIFIED BITUMINOUS MEMBRANE ROOFING, COLD -APPLIED PART 1 - GENERAL 1.1 RELATED DOCUMENTS A. Drawings and general provisions of the Contract, including General and Supplementary Conditions and Division 01 Specification Sections, apply to this Section. 1.2 SUMMARY A. Section Includes: 1. Hybrid Styrene -butadiene -styrene (SBS) modified bituminous membrane roofing system on wood deck, including but not limited to: a. Roof Coverboard b. Roof membrane and membrane base flashings. c. Roof surfacing consisting of surfacer with top coating. B. Allowances: Refer to Division 01 Section "Allowances" for description of Work in this Section affected by allowances. C. Unit Prices: Refer to Division 01 Section "Unit Prices" for description of Work in this Section affected by unit prices. Cubberley Pavilion Re -Roof Section 07 51 12 Page 2 1.3 DEFINITIONS A. Roofing Terminology: See ASTM D 1079 and glossary of NRCA's "The NRCA Roofing and Waterproofing Manual" for definition of terms related to roofing work in this Section. 1.4 ACTION SUBMITTALS A. Product Data: For each type of product indicated. B. Samples for Verification: For the following products: 1. Sheet roofing materials, of color specified for exposed material. 1.5 INFORMATIONAL SUBMITTALS A. Contractor's Product Certificate: Submit notarized certificate, indicating products intended for Work of this Section, including product names and numbers and manufacturers? names, with statement indicating that products to be provided meet the requirements of the Contract Documents. B. Qualification Data: For Installer, Manufacturer, and Roofing Inspector. 1. Include letter from Manufacturer written for this Project indicating approval of Installer. C. Manufacturer Certificates: Signed by roofing manufacturer certifying that roofing system complies with requirements specified in "Performance Requirements" Article. 1. Submit evidence of compliance with performance requirements, including UL listing certificate. 2. Indicate that proposed system components are compatible. Cubberley Pavilion Re -Roof Section 07 51 12 Page 3 D. Product Test Reports: Based on evaluation of comprehensive tests performed by manufacturer and witnessed by a qualified testing agency, for components of built- up roofing. E. Warranties: Unexecuted sample copies of special warranties. F. Field Quality Control Reports: Daily reports of Roofing Inspector. Include weather conditions, description of work performed, tests performed, defective work observed, and corrective actions taken to correct defective work. 1.6 CLOSEOUT SUBMITTALS A. Maintenance Data: To include in maintenance manuals. B. Warranties: Executed copies of warranties. 1.7 QUALITY ASSURANCE A. Installer Qualifications: An employer of workers trained and certified by manufacturer, including a full-time on -site supervisor with a minimum of five years' experience installing products comparable to those specified, able to communicate verbally with Contractor, Architect, and employees, and qualified by the manufacturer to install manufacturer's product and furnish warranty of type specified. B. Manufacturer Qualifications: Approved manufacturer with UL listed roofing systems comparable to those specified for this Project, with minimum five years' experience in manufacture of comparable products in successful use in similar applications, and able to furnish warranty with provisions matching specified requirements. 1. Substitutions following award of contract are not allowed except as stipulated in Division 01 General Requirements. Cubberley Pavilion Re -Roof Section 07 51 12 Page 4 2. Approved manufacturers must meet separate requirements of Submittals Article. C. Roofing Inspector Qualifications: A technical representative of manufacturer not engaged in the sale of products and experienced in the installation and maintenance of the specified roofing system, qualified to perform roofing observation and inspection specified in Field Quality Control Article, to determine Installer's compliance with the requirements of this Project, and approved by the manufacturer to issue warranty certification. The Roofing Inspector shall be one of the following: 1. An authorized full-time technical employee of the manufacturer. 2. An independent party certified as a Registered Roof Observer by the Roof Consultants Institute, retained by the Contractor or the Manufacturer and approved by the Manufacturer. D. Manufacturer's Installation Instructions: Obtain and maintain on -site manufacturer's written recommendations and instructions for installation of products. E. Pre -installation Roofing Conference: Conduct conference at Project site. 1. Meet with Owner, Owner's insurer if applicable, testing and inspecting agency representative, roofing Installer, roofing system manufacturer's representative, and installers whose work interfaces with or affects roofing, including installers of roof accessories and roof -mounted equipment. 2. Review drawings and specifications. 3. Review methods and procedures related to roofing installation, including manufacturer's written instructions. 4. Review and finalize construction schedule and verify availability of materials, Installer's personnel, equipment, and facilities needed to make progress and avoid delays. 5. Examine substrate conditions and finishes for compliance with requirements, including flatness and fastening. Cubberley Pavilion Re -Roof Section 07 51 12 Page 5 6. Review structural loading limitations of roof deck during and after roofing. 7. Review base flashings, special roofing details, roof drainage, roof penetrations, equipment curbs, and condition of other construction that will affect roofing system. 8. Review governing regulations and requirements for insurance and certificates if applicable. 9. Review temporary protection requirements for roofing system during and after installation. 10. Review roof observation and repair procedures after roofing installation. 1.8 DELIVERY, STORAGE, AND HANDLING A. Deliver roofing materials to Project site in original containers with seals unbroken and labeled with manufacturer's name, product brand name and type, date of manufacture, approval or listing agency markings, and directions for storing and mixing with other components. B. Store liquid materials in their original undamaged containers in a clean, dry, protected location and within the temperature range required by roofing system manufacturer. Protect stored liquid material from direct sunlight. 1. Discard and legally dispose of liquid material that cannot be applied within its stated shelf life. C. Protect roof insulation materials from physical damage and from deterioration by sunlight, moisture, soiling, and other sources. Store in a dry location. Comply with insulation manufacturer's written instructions for handling, storing, and protecting during installation. D. Handle and store roofing materials and place equipment in a manner to avoid permanent deflection of deck. Cubberley Pavilion Re -Roof Section 07 51 12 Page 6 1.9 PROJECT CONDITIONS A. Weather Limitations: Proceed with installation only when existing and forecasted weather conditions permit roofing system to be installed according to manufacturer's written instructions and warranty requirements. B. Daily Protection: Coordinate installation of roofing so insulation and other components of roofing system not permanently exposed are not subjected to precipitation or left uncovered at the end of the workday or when rain is forecast. 1. Provide tie -offs at end of each day's work to cover exposed roofing and insulation with a course of roofing sheet securely in place with joints and edges sealed. 2. Complete terminations and base flashings and provide temporary seals to prevent water from entering completed sections of roofing. 3. Remove temporary plugs from roof drains at end of each day. 4. Remove and discard temporary seals before beginning work on adjoining roofing. 1.10 WARRANTY A. Warranty, General: Warranties specified shall be in addition to, and run concurrent with, other warranties required by the Contract Documents. Manufacturer's disclaimers and limitations on product warranties do not relieve Contractor of obligations under requirements of the Contract Documents. B. Manufacturer's Warranty: Manufacturer's standard or customized form in which manufacturer agrees to repair or replace components of built-up roofing that fail in materials or workmanship within specified warranty period. Failure includes roof leaks. 1. Manufacturer's warranty includes roofing membrane, base flashings, fasteners, roofing membrane accessories and other components of roofing system specified in this Section. Cubberley Pavilion Re -Roof Section 07 51 12 Page 7 2. Warranty Period: 20 years from date of Substantial Completion. C. Installer's Warranty: Submit roofing Installer's warranty, on warranty form at end of this Section, signed by Installer, covering the Work of this Section and related Sections indicated above, including all components of built-up roofing such as built-up roofing membrane, base flashing, roof insulation, fasteners, cover boards, substrate boards, vapor retarders, roof pavers, and walkway products, for the following warranty period: 1. Warranty Period: Two years from date of Substantial Completion. Extended Roof System Warranty: Warranties specified in this Section include the following components and systems specified in other sections supplied by the roofing system Manufacturer, and installed by the roofing system Installer: 1. Sheet metal flashing and trim, including roof penetration flashings. 2. Manufactured copings, roof edge, counterflashings, and reglets. 3. Roof curbs, hatches, and penetration flashings. 4. Roof and parapet expansion joint assemblies. 5. Metal roof, wall, and soffit panels and trim. E. Manufacturer Inspection and Preventive Maintenance Requirement: By manufacturer's technical representative, to report maintenance responsibilities to Owner necessary for preservation of Owner's warranty rights. The cost of manufacturer's inspections and preventive maintenance is included in the Contract Sum. Inspections to occur in Years 2, 5, 10 and 15 following date of Substantial Completion. Cubberley Pavilion Re -Roof Section 07 51 12 Page 8 PART 2 - PRODUCTS 2.1 MANUFACTURERS A. Basis -of -Design Manufacturer/Product: The roof system specified in this Section is based upon products of Tremco, Inc., Beachwood, OH, (408) 709-0842, www.trerrwroofing.com, that are named in other Part 2 articles. Provide specified products, or owner approved equal products that meet or exceed type and performance values of specified products. B. Source Limitations: Obtain components for roofing system from same manufacturer as membrane roofing or manufacturer approved by membrane roofing manufacturer. 2.2 PERFORMANCE REQUIREMENTS A. General Performance: Roofing shall withstand exposure to weather without failure or leaks due to defective manufacture or installation. 1. Accelerated Weathering: Roofing system shall withstand 2000 hours of exposure when tested according to ASTM G 152, ASTM G 154, or ASTM G 155. 2. Impact Resistance: Roofing system shall resist impact damage when tested according to ASTM D 3746 or ASTM D 4272. B. Material Compatibility: Provide roofing materials that are compatible with one another under conditions of service and application required, as demonstrated by membrane roofing manufacturer based on testing and field experience. C. Flashings and Fastening: Comply with requirements of Division 07 Sections "Sheet Metal Flashing and Trim" and "Roof Specialties." Provide base flashings, perimeter flashings, detail flashings and component materials and installation techniques that comply with requirements and recommendations of the following: Cubberley Pavilion Re -Roof Section 07 51 12 Page 9 1. NRCA Roofing Manual (Sixth Edition) for recommendations. 2. SMACNA Architectural Sheet construction details. construction details and Metal Manual (Seventh Edition) for D. Exterior Fire -Test Exposure: ASTM E 108, Class A; for application and roof slopes indicated, as determined by testing identical membrane roofing materials by a qualified testing agency. Materials shall be identified with appropriate markings of applicable testing agency. E. Fire -Resistance Ratings: Where indicated, provide fire -resistance -rated roof assemblies identical to those of assemblies tested for fire resistance per ASTM E 119 by a qualified testing agency. Identify products with appropriate markings of applicable testing agency. F. Solar Reflectance Index: Not less than 103 when calculated according to ASTM E 1980, based on testing identical products by a qualified testing agency. G. Energy Star Listing: Roofing system shall be listed on the DOE's ENERGY STAR "Roof Products Qualified Product List" for low -slope roof products. H. Energy Performance: Roofing system shall have an initial solar reflectance index of not less than 0.70 and an emissivity of not less than 0.75 when tested according to CRRC-1. 2.3 ROOFING MEMBRANE MATERIALS A. Sheathing Paper: Red -rosin type, minimum 3 Ib./100 sq. ft. (0.16 kg/sq. m). B. Base Sheet: 1. ASTM D 6163 Type 1 Grade S SBS/SEBS-modified asphalt coated glass - fiber -reinforced sheet, smooth surfaced. Cubberley Pavilion Re -Roof Section 07 51 12 Page 10 a. Basis of design product: Tremco, POWERpIy Standard Smooth. b. Tensile Strength at 73 deg. F (23 deg. C), minimum, ASTM D 5147: 95 Ibf/in (17 kN/m) machine direction; 85 Ibf/in (215 kN/m) cross machine direction. c. Thickness, minimum, ASTM D 5147: 0.080 inch (2.0 mm). C. SBS Modified Bituminous Cap Sheet: 1. ASTM D 6163 Type III Grade G SBS/SEBS/SIS modified asphalt -coated glass -fiber -reinforced sheet, granular surfaced. a. Basis of design product: Tremco, POWERpIy Plus HT FR. b. Exterior Fire -Test Exposure, ASTM E 108: Class A. c. Tensile Strength at 73 deg. F (23 deg. C), minimum, ASTM D 5147: Machine direction 220 Ibf/in (37.7 kN/m); cross machine direction 220 Ibf/in (37.7 kN/m). d. Tear Strength at 73 deg. F (23 deg. C), minimum, ASTM D 5147: Machine direction, 300 Ibf (13.4 kN); cross machine direction 300 Ibf (13.4 kN). e. Elongation at 73 deg. F (23 deg. C), minimum, ASTM D 5147: Machine direction 6.0 percent; Cross machine direction 6.0 percent. f. Low Temperature Flex, maximum, ASTM D 5147: -25 deg. F (-31 deg. C). g. Thickness, minimum, ASTM D 5147: 0.130 inch (3.3 mm). D. Base Flashing Backer Sheet: 1. Tremco Powerply Standard Smooth E. Base Flashing Material: Cubberley Pavilion Re -Roof Section 07 51 12 Page 11 1. ASTM D 6163 Type III Grade G SBS/SEBS/SIS modified asphalt -coated glass -fiber -reinforced sheet, granular surfaced. a. Basis of design product: Tremco, POWERpIy Plus HT FR. b. Exterior Fire -Test Exposure, ASTM E 108: Class A. c. Tensile Strength at 73 deg. F (23 deg. C), minimum, ASTM D 5147: Machine direction 220 Ibf/in (37.7 kN/m); cross machine direction 220 Ibf/in (37.7 kN/m). d. Tear Strength at 73 deg. F (23 deg. C), minimum, ASTM D 5147: Machine direction, 300 Ibf (13.4 kN); cross machine direction 300 Ibf (13.4 kN). e. Elongation at 73 deg. F (23 deg. C), minimum, ASTM D 5147: Machine direction 6.0 percent; Cross machine direction 6.0 percent. f. Low Temperature Flex, maximum, ASTM D 5147: -25 deg. F (-31 deg. C). g. Thickness, minimum, ASTM D 5147: 0.130 inch (3.3 mm). F. Detail Fabric: 1. Woven Glass Fiber Mesh, Vinyl -Coated: Non -shrinking, non -rotting, vinyl - coated woven glass mesh for reinforcing flashing seams, membrane laps, and other roof system detailing.. a. Basis of design product: Tremco, BURmesh. b. Tensile strength, 70 deg. F, ASTM D 146: Warp, 65 Ibf/in (289 N); fill, 75 Ibf/in (311 N). 2.4 COLD -APPLIED ADHESIVE MATERIALS A. General: Adhesive and sealant materials recommended by roofing system manufacturer for intended use and compatible with roofing membrane. Cubberley Pavilion Re -Roof Section 07 51 12 Page 12 1. Liquid -type auxiliary materials shall comply with VOC limits of authorities having jurisdiction. 2. Adhesives and sealants that are not on the exterior side of weather barrier shall comply with the following limits for VOC content when calculated according to 40 CFR 59, Subpart D (EPA Method 24): a. Plastic Foam Adhesives: 50 g/L. b. Gypsum Board and Panel Adhesives: 50 g/L. c. Multipurpose Construction Adhesives: 70 g/L. d. Fiberglass Adhesives: 80 g/L. e. Contact Adhesives: 80 g/L. f. Other Adhesives: 250 g/L. g. Non -membrane Roof Sealants: 300 g/L. h. Sealant Primers for Nonporous Substrates: 250 g/L. i. Sealant Primers for Porous Substrates: 775 g/L. B. Base Sheet Adhesive: 1. Cold -applied roofing interply adhesive, one -part fibrated, solvent -free low- VOC, formulated for compatibility and use with specified roofing membranes and flashings. a. Basis of design product: Tremco, BURmastic Adhesive SF. b. Volatile Organic Compounds (VOC), maximum, ASTM D 6511: 25 g/L. c. Nonvolatile Content, minimum, ASTM D 6511: 95 percent. C. Cap Sheet Adhesive: Cubberley Pavilion Re -Roof Section 07 51 12 Page 13 1. Cold -applied roofing interply adhesive, one -part fibrated, solvent -free low- VOC, formulated for compatibility and use with specified roofing membranes and flashings. a. Basis of design product: Tremco, BURmastic Adhesive SF. b. Volatile Organic Compounds (VOC), maximum, ASTM D 6511: 25 g/L. c. Nonvolatile Content, minimum, ASTM D 6511: 95 percent. D. Flashing Backer Sheet Adhesive: 1. Tremco Polyroof SF: One part, solvent free, rubberized asphalt mastic. Non -skinning, non-drying, non -hardening. E. Flashing Sheet Adhesive: 1. Tremco Polyroof SF: One part, solvent free, rubberized asphalt mastic, Non - skinning, non-drying, non -hardening. F. Asphalt Primer: 1. Asphalt primer, water -based, polymer modified. a. Basis of design product: Tremco, TREMprime WB. b. Volatile Organic Compounds (VOC), maximum, ASTM D 3960: 2 g/L. 2.5 AUXILIARY ROOFING MATERIALS A. General: Auxiliary materials recommended by roofing system manufacturer for intended use and compatible with roofing membrane. Cubberley Pavilion Re -Roof Section 07 51 12 Page 14 B. Stripping Reinforcing Fabric: 1. Woven Glass Fiber Mesh, Vinyl -Coated: Non -shrinking, non -rotting, vinyl - coated woven glass mesh for reinforcing flashing seams, membrane laps, and other roof system detailing.. a. Basis of design product: Tremco, BURmesh. b. Tensile strength, 70 deg. F, ASTM D 146: Warp, 65 Ibf/in (289 N); fill, 75 Ibf/in (311 N). C. Joint Sealant: Elastomeric joint sealant compatible with roofing materials, with movement capability appropriate for application. 1. Joint Sealant, Silicone: ASTM C920 Type S, Grade NS, Class 25, Use NT, M, G, A, and O. Single -component low -modulus moisture curing self -leveling sealant, formulated for compatibility and use with specified substrates.. a. Basis of design product: Tremco, Tremseal S. b. Volatile Organic Compounds (VOC), maximum, ASTM D 3960: 0 g/L. c. Tensile Strength at maximum elongation, ASTM D 412: 200 PSI. d. Tear Resistance, ASTM D 624: 40 PSI. e. Peel Strength onlisted substrates, ASTM C 794: 30 PSI. f. Hardness, Shore A, ASTM C 661: 15. g. Color: White. D. Fasteners: Factory -coated steel fasteners and metal or plastic plates meeting corrosion -resistance provisions in FMG 4470, designed for fastening roofing components to substrate, tested by manufacturer for required pullout strength, and acceptable to roofing system manufacturer. Cubberley Pavilion Re -Roof Section 07 51 12 Page 15 E. Metal Flashing Sheet: Metal flashing sheet is specified in Division 07 Section "Sheet Metal Flashing and Trim." F. Miscellaneous Accessories: Provide miscellaneous accessories recommended by roofing system manufacturer. 2.6 ROOF INSULATION A. Roof Insulation Cover Board: 1. Glass -mat -faced gypsum panel, primed, ASTM C 1177/C 1177M. a. Basis of design product: Tremco/GP Gypsum DensDeck Prime. b. Thickness: 1/4 inch. B. Substrate Joint Tape: 6- or 8 -inch- (150- or 200 -mm-) wide, coated, glass -fiber joint tape. 2.7 SURFACING MATERIALS A. Acrylic Emulsion Coating Material: 1. Acrylic Roof Coating, Fire -Retardant Elastomeric: Intumescent and solar reflectant, Energy Star qualified, CRRC listed, and California Title 24 Energy Code compliant, , formulated for use on bituminous roof surfaces. a. Basis of design product: Tremco, Polarcote FR. b. Volatile Organic Compounds (VOC), maximum, ASTM D 3960: Not more than 30 g/L. c. Reflectance, minimum, ASTM C 1549: 82 percent. d. Solar Reflectance Index (SRI), ASTM E 1980: 103. Cubberley Pavilion Re -Roof Section 07 51 12 Page 16 PART 3 - EXECUTION 3.1 PREPARATION A. Clean substrate of dust, debris, moisture, and other substances detrimental to roofing installation according to roofing system manufacturer's written instructions. Remove sharp projections. B. Prevent materials from entering and clogging roof drains and conductors and from spilling or migrating onto surfaces of other construction. Remove roof -drain plugs when no work is taking place or when rain is forecast. 3.2 INSTALLATION, GENERAL A. Install roofing system in accordance with manufacturer's recommendations. B. Install wood cants, blocking, curbs, and nailers in accordance with requirements of Division 06 carpentry section. 3.3 INSULATION INSTALLATION A. Comply with roofing manufacturer's written instructions for installing roof insulation. B. Install cover boards with long joints in continuous straight lines with end joints staggered between rows. Offset joints of insulation below a minimum of 6 inches (150 mm) in each direction. Loosely butt cover boards together. Tape joints if required by roofing manufacturer. 1. Fasten cover boards to resist uplift pressure at corners, perimeter, and field of roof. Cubberley Pavilion Re -Roof Section 07 51 12 Page 17 3.4 COLD -APPLIED ROOFING MEMBRANE INSTALLATION, GENERAL A. Deck Type: Wood deck. B. Number of Glass -Fiber Base -Ply Sheets: One. 1. Adhering Method: Cold -adhesive applied. C. Granular -Surfaced SBS-Modified Asphalt Cap Sheet: 1. Adhering Method: Cold -adhesive applied. D. Start installation of roofing membrane in presence of roofing system manufacturer's technical personnel. E. Cooperate with testing agencies engaged or required to perform services for installing roofing system. F. Coordinate installation of roofing system so insulation and other components of the roofing membrane system not permanently exposed are not subjected to precipitation or left uncovered at the end of the workday or when rain is forecast. 1. Provide tie -offs at end of each day's work configured as recommended by NRCA Roofing Manual Appendix: Quality Control Guidelines - Insulation to protect new and existing roofing. 2. Complete terminations and base flashings and provide temporary seals to prevent water from entering completed sections of roofing. 3. Remove temporary plugs from roof drains at end of each day. 4. Remove and discard temporary seals before beginning work on adjoining roofing. Cubberley Pavilion Re -Roof Section 07 51 12 Page 18 G. Substrate -Joint Penetrations: Prevent roofing asphalt and adhesives from penetrating substrate joints, entering building, or damaging roofing system components or adjacent building construction. 3.5 SBS-MODIFIED BITUMINOUS MEMBRANE INSTALLATION A. Install modified bituminous roofing membrane sheet and cap sheet according to roofing manufacturer's written instructions, starting at low point of roofing system. Extend roofing membrane sheets over and terminate beyond cants, installing as follows: 1. Unroll roofing membrane sheets and allow them to relax for minimum time period required by manufacturer. 2. Embed each ply sheet in cold -applied membrane adhesive applied at rate required by roofing manufacturer. B. Laps: Accurately align roofing membrane sheets, without stretching, and maintain uniform side and end laps. Stagger end laps. Install roofing membrane sheets so side and end laps shed water. Completely bond and seal laps, leaving no voids. 1. Repair tears and voids in laps and lapped seams not completely sealed. 2. Apply roofing granules to cover exuded bead at laps. 3.6 HEAT -WELDING CAP SHEET SEAMS A. Cap Sheet Seam Heat -Welding: Prepare and weld seams according to roofing manufacturer's written instructions. 1. Clean minimum 4 inch (102 mm) wide seam area on both surfaces to be joined. Remove debris and contaminants. Allow seam to thoroughly dry prior to performing welding. Cubberley Pavilion Re -Roof Section 07 51 12 Page 19 2. Continuously weld 4 inch (102 mm) wide seam using roofing manufacturer's recommended automatic heat welding machine or hand-held heat gun. Roll seam with minimum 75 Ib. (34 kg) steel roller. 3.7 FLASHING AND STRIPPING INSTALLATION A. Base Flashing Installation, General: Install base flashing over cant strips and other sloped and vertical surfaces, at roof edges, and at penetrations through roof; secure to substrates according to roofing system manufacturer's written instructions, and as follows: 1. Prime substrates with primer if required by roofing system manufacturer. B. Backer Sheet Installation: Apply backer sheet to substrate as follows: 1. Adhere backer sheet to substrate in cold -applied flashing sheet adhesive. C. Flashing Sheet Installation: Adhere flashing sheet to substrate in cold -applied adhesive. Apply cold -applied flashing sheet adhesive to back of flashing sheet if recommended by roofing manufacturer. 1. Flashing Sheet Top Termination: Mechanically fasten top of base flashing securely at terminations and perimeter of roofing. a. Seal top termination of base flashing with a continuous bead of joint sealant. 2. Flashing Sheet Bottom Termination: Adhere flashing sheet to roofing membrane in continuous bed of cold -applied adhesive. a. Bituminous Flashing: Seal bottom termination of base flashing by adhering to roofing membrane and sealing flashing edge with joint sealant. Cubberley Pavilion Re -Roof Section 07 51 12 Page 20 D. Metal Flashing Stripping: Install roofing membrane cap sheet stripping where metal flanges and edgings are set on membrane roofing according to roofing system manufacturer's written instructions. 3.8 SURFACING AND COATING INSTALLATION A. Acrylic Emulsion Coating over Cold -Applied Surfacing: Coat roofing membrane surface with cold -applied adhesive surfacing adhesive applied at rate required by roofing manufacturer. 1. Acrylic Emulsion Coating: Apply coating to roofing membrane and base flashings in not less than two coats, with number of coats, thickness of application, and application method as recommended in writing by coating manufacturer. 3.9 FIELD QUALITY CONTROL A. Roofing Inspector: Owner will engage a qualified roofing inspector to perform roof tests and inspections and to prepare test reports. B. Roofing Inspector: Contractor shall engage a qualified roofing inspector for a minimum of 3 full-time days on site to perform roof tests and inspections and to prepare start up, interim, and final reports. Roofing Inspector's quality assurance inspections shall comply with criteria established in ARMA/NRCA's "Quality Control Guidelines for the Application of Built-up Roofing." C. Final Roof Inspection: Arrange for roofing system manufacturer's technical personnel to inspect roofing installation at commencement and upon completion. 1. Notify Architect and Owner 48 hours in advance of date and time of inspection. D. Repair or remove and replace components of built-up roofing where test results or inspections indicate that they do not comply with specified requirements. Cubberley Pavilion Re -Roof Section 07 51 12 Page 21 1. Additional testing and inspecting, at Contractor's expense, will be performed to determine if replaced or additional work complies with specified requirements. 3.10 PROTECTING AND CLEANING A. Protect roofing system from damage and wear during remainder of construction period. When remaining construction will not affect or endanger roofing, inspect roofing for deterioration and damage, describing its nature and extent in a written report, with copies to Architect and Owner. B. Correct deficiencies in or remove roofing system that does not comply with requirements, repair substrates, and repair or reinstall roofing system to a condition free of damage and deterioration at time of Substantial Completion and according to warranty requirements. C. Clean overspray and spillage from adjacent construction using cleaning agents and procedures recommended by manufacturer of affected construction. END OF SECTION Cubberley Pavilion Re -Roof Section 07 60 00 Page 1 SECTION 07 60 00 - FLASHING AND SHEET METAL PART 1 - GENERAL 1.1 RELATED DOCUMENTS A. Drawings and general requirements of the Contract, including General Conditions, Special Provisions and Division 1 Specification Sections, apply to this Section. 1.2 SCOPE OF WORK A. Install both new continuous drip edge and gravel stop flashing. B. Install flashing where new composition shingle roof meets existing vertical wall surfaces. C. Install flashing where new replacement flashing at existing hip beams meets existing vertical wall surfaces. D. Install replacement flashing over existing hip beams and where new composition shingle roof meets existing hip beams per construction drawings. E. Install replacement integral gutter units to existing downspouts onsite, including all related edge metal, similar to existing conditions. F. Miscellaneous sheet metal accessories. G. Install replacement valley flashing at Upper Roof #2. 1.3 PERFORMANCE REQUIREMENTS A. General: Install sheet metal flashing and trim to withstand wind loads, structural movement, thermally induced movement, and exposure to weather without failing, rattling, leaking, and fastener disengagement. B. Fabricate and install flashings and copings capable of resisting forces for the appropriate wind zone, per Factory Mutual's Loss Prevention Data Sheet 1-49. C. Temperature Range: 120 deg F ambient; 180 deg F, material surface. D. Thermal Movements: Provide sheet metal flashing and trim that allow for thermal movements resulting from the maximum range of ambient and surface temperatures provided above by preventing buckling, opening of joints, hole Cubberley Pavilion Re -Roof Section 07 60 00 Page 2 elongation, overstressing of components, failure of sealant joints, failure of connections, and other detrimental effects. Provide clips that resist rotation and avoid shear stress as a result of sheet metal and trim thermal movements. Base engineering calculations on surface temperatures of materials due to both solar heat gain and nighttime sky heat loss. E. Water Infiltration: Provide sheet metal flashing and trim that do not allow water infiltration to the building interior. 1.4 SUBMITTALS A. Product Data: For each type of product indicated. Include construction details, material descriptions, dimensions of individual components and profiles, and finishes for each manufactured product and accessory. B. Shop Drawings: Describe material profiles, jointing pattern, jointing details, fastening methods, interface with other work and installation details. 1. Material. 2. Thickness of material. 3. Weight. 4. Finish. 5. Location of each item and details of expansion joint covers, including the direction of expansion and contraction. 1.5 QUALITY ASSURANCE A. Comply with "Architectural Sheet Metal Manual" by SMACNA, for each general category of work required. B. Applicator: Applicator who has complete sheet metal flashing and trim work similar in material, design, and extent to that indicated for this project and with a record of successful in-service performance and with 5 years minimum experience. C. Pre -installation Conference: Conduct conference at Project site to comply with requirements in Division 1 Section "Project Management and Coordination." 1. Meet with Owner, Architect, Owner's insurer if applicable, Installer, and installers whose work interfaces with or affects sheet metal flashing and trim including installers of roofing materials, roof accessories, unit skylights, and roof -mounted equipment. Cubberley Pavilion Re -Roof Section 07 60 00 Page 3 2. Review methods and procedures related to sheet metal flashing and trim. 3. Examine substrate conditions for compliance with requirements, including flatness and attachment to structural members. 4. Document proceedings, including corrective measures and actions required, and furnish copy of record to each participant. 1.6 DELIVERY, STORAGE, AND HANDLING A. Deliver sheet metal flashing materials and fabrications undamaged. Protect sheet metal flashing and trim materials and fabrications during transportation and handling. B. Unload, store, and install sheet metal flashing materials and fabrications in a manner to prevent bending, warping, twisting, and surface damage. C. Stack materials on platforms or pallets, covered with a suitable weather -tight and ventilated covering. Do not store sheet metal flashing and trim materials in contact with other materials that might cause staining, denting, or other surface damage PART 2 - PRODUCTS 2.1 MATERIALS, GENERAL A. Recycled Content: Provide products made from steel sheet with average recycled content such that postconsumer recycled content plus one-half of pre -consumer recycled content is not less than the following: 1. Sheet Metal Flashings: Minimum 30 percent post -consumer recycled content. B. Local/Regional Materials: Give preference to manufacturer's whose facilities are within a 500 mile radius of the project site. Also give preference to materials that are harvested, extracted, mined, quarried, etc. within a 500 mile radius of the project site. 2.2 MATERIALS A. Zinc -Coated (Galvanized) Steel Sheet: ASTM A653/A653M, G90 (Z275) coating designation; structural quality, mill-phosphatized where indicated for field painting. Cubberley Pavilion Re -Roof Section 07 60 00 Page 4 1. Do not apply an acrylic passivator coating to galvanized sheet metal schedule to be painted, or remove this coating mechanically before delivery to the project site. B. Sealant: ASTM C920, polyurethane -based sealant; of type, grade, class, and use classifications required to seal joints in sheet metal flashing and trim and remain watertight. 1. SikaFlex-15LM or equal C. Flux: FS O -F-506. D. Epoxy Seam Sealer: Two-part, noncorrosive, aluminum seam -cementing compound, recommended by aluminum manufacturer for exterior nonmoving joints, including riveted joints. E. Butyl Sealant: ASTM C1311, single -component, solvent -release butyl rubber sealant; polyisobutylene plasticized; heavy bodied for hooked -type expansion joints with limited movement. F. Bituminous Coating: Cold -applied asphalt emulsion complying with ASTM D1187. G. Neoprene Flashing Components: 1. Manufacturer: Gaco Western, Inc. unless noted otherwise. H. Solder: 1. For Zinc -Coated (Galvanized) Steel Sheet: ASTM B32, Grade Sn50, 50 percent tin and 50 percent lead or Grade Sn60, 60 percent tin and 40 percent lead. I. Bedding Compound: Rubber -asphalt type. J. Plastic Cement: Asphaltic base cement. K. Sealing Tape: Pressure -sensitive, 100 percent solids, polyisobutylene compound sealing tape with release -paper backing. Provide elastic, non -sag, nontoxic, non- staining tape. Cubberley Pavilion Re -Roof Section 07 60 00 Page 5 2.3 MANUFACTURED SHEET METAL FLASHING AND TRIM A. Reglets: Units of type, material, and profile indicated, formed to provide secure interlocking of separate reglet and counter -flashing pieces, and compatible with flashing indicated. 1. Available Manufacturers: Subject to compliance with requirements, manufacturers offering products that may be incorporated into the Work include, but are not limited to, the following: a. Fry Reglet. b. MM Systems. c. Heckmann Building Products, Inc. d. Substitutions: Under provisions of Section 01630. 2. Surface -Mounted Type: Provide with slotted holes for fastening to substrate, with neoprene or other suitable weatherproofing washers and with channel for sealant at top edge. 3. Stucco Type: Provide with upturned fastening flange and extension leg of length to match thickness of applied finish materials. 4. Flexible Flashing Retainer: Provide resilient plastic or rubber accessory to secure flexible flashing in reglet where clearance does not permit use of standard metal counter -flashing or where Drawings show reglet without metal counter -flashing. 5. Counter -flashing Wind -Restraint Clips: Provide clips to be installed before counter -flashing to prevent wind uplift of counter -flashing lower edge. B. EPDM Flashing: Sheet flashing product made from ethylene-propylene-diene terpolymer, complying with ASTM D4637, 0.040 -inch (1.0 mm) thick. 1. Available Products: Heckmann Building Products Inc.; No. 81 EPDM Thru- Wall Flashing. 2.4 FABRICATION A. General: Custom fabricate sheet metal flashing and trim to comply with recommendations in SMACNA's "Architectural Sheet Metal Manual" that apply to design, dimensions, metal, and other characteristics of item indicated. Shop fabricate items where practicable. Obtain field measurements for accurate fit before shop fabrication. Cubberley Pavilion Re -Roof Section 07 60 00 Page 6 B. Fabricate sheet metal with flat -lock seams; solder with type solder and flux recommended by manufacturer, except seal aluminum seams with sealant and, where required for strength, rivet seams and joints. C. Fabricate sheet metal flashing and trim in thickness and weight needed to comply with performance requirements, but not less than that specified for each application of metal. D. Fabricate corners, transitions, and terminations as a single unit; extend a minimum of 4 -inches and a maximum of 8 -inches in any direction. E. Fabricate cleats and attachment devices from the same material as the accessory being anchored or from a compatible, non -corrosive metal. The thickness of these cleats and attachment devices should be as recommended by SMACNA's 'Architectural Sheet Metal Manual' and Factory Mutual's Loss Prevention Data Sheet 1-49 for the given application, but not less than the thickness of the metal being secured. F. Sealed Joints: Form non -expansion but movable joints in metal to accommodate elastomeric sealant to comply with SMACNA recommendations. G. Coat backside of fabricated sheet metal with 15 -mil sulfur -free bituminous coating, SSPC-Paint 12, where required to separate metals from corrosive substrates, including cementitious materials, wood or other absorbent materials; or provide other permanent separation. H. Provide for thermal expansion of running sheet metal work by overlaps of expansion joints in fabricated work. Where required for watertight construction, provide hooked flanges filled with polyisobutylene mastic for 1 -inch embedment of flanges. I. Space expansion joints at intervals of not more than 50 -feet. Conceal expansion provisions where possible. J. Roof -Penetration Flashing: Fabricate from the following material: 1. Galvanized Steel: 0.0276 -inch (0.7 mm) thick. 2.5 MISCELLANEOUS SHEET METAL FABRICATIONS A. Equipment Support Flashing: Fabricate from galvanized steel 0.0276 -inch (0.7 mm) thick. Cubberley Pavilion Re -Roof Section 07 60 00 Page 7 2.6 FINISHES A. Comply with NAAMM's "Metal Finishes Manual for Architectural and Metal Products" for recommendations for applying and designating finishes. B. Finish: Standard (dull) mill finish; painted unless noted otherwise on Drawings. PART 3 - EXECUTION 3.1 EXAMINATION A. Examine substrates and conditions under which sheet metal flashing and trim are to be installed and verify that work may properly commence. Do not proceed with installation until unsatisfactory conditions have been corrected. Beginning of installation means acceptance of existing conditions. 3.2 PREPARATION A. Allow wet substrates to dry thoroughly. B. Clean debris from all substrates. 3.3 INSTALLATION A. General: Anchor sheet metal flashing and trim and other components of the Work securely in place, with provisions for thermal and structural movement. Use fasteners, solder, welding rods, protective coatings, separators, sealants, and other miscellaneous items as required to complete sheet metal flashing and trim system. 1. Torch cutting of sheet metal flashing and trim is not permitted. B. Anchor work in place with non -corrosive fasteners, adhesives, setting compounds, tapes and other materials and devices as recommended by manufacturer of each material or system. C. Install self-adhesive flashing prior to or in conjunction with sheet metal items, as shown on Drawings. Cubberley Pavilion Re -Roof Section 07 60 00 Page 8 D. Provide for thermal expansion and building movements. Comply with recommendations of "Architectural Sheet Metal Manual" by SMACNA. E. Install exposed sheet metal flashing and trim without excessive oil canning, buckling, and tool marks. F. Install sheet metal flashing and trim to fit substrates and to result in watertight performance. Verify shapes and dimensions of surfaces to be covered before fabricating sheet metal. G. Install sheet metal flashing and trim true to line and levels indicated. Provide uniform, neat seams with minimum exposure of solder, welds, and sealant. H. Metal Protection: Where dissimilar metals will contact each other or corrosive substrates, protect against galvanic action by painting contact surfaces with bituminous coating or by other permanent separation as recommended by fabricator or manufacturers of dissimilar metals. I. Composition Stripping: Cover flanges (edges) of work set on bituminous substrate with 5 courses of glass fiber fabric (ASTM D1668) set in and covered with asphaltic roofing cement. J. Fasteners: Use fasteners of sizes that will penetrate substrate not less than 1 -1/4 - inches (32 mm) for nails and not less than 3/4 -inch (19 mm) for wood screws. 1. Galvanized or pre -painted, Metallic -Coated Steel: Use stainless -steel fasteners. 2. Use concealed fasteners wherever possible. Exposed fasteners should have bonded neoprene washers or should be sealed. K. Seal moving joints in metal work with butyl joint sealants, complying with requirements specified in Section 07920 as required for watertight construction. 1. Where sealant -filled joints are used, embed hooked flanges of joint members not less than 1 -inch (25 mm) into sealant. Form joints to completely conceal sealant. When ambient temperature at time of installation is moderate, between 40 and 70 deg F (4 and 21 deg C), set joint members for 50 percent movement either way. Adjust setting proportionately for installation at higher ambient temperatures. Do not install sealant -type joints at temperatures below 40 deg F (4 deg C). Cubberley Pavilion Re -Roof Section 07 60 00 Page 9 L. Soldered Joints: Clean surfaces to be soldered, removing oils and foreign matter. Pre -tin edges of sheets to be soldered to a width of 1 -1/2 -inches (38 mm) except where pre -tinned surface would show in finished Work. 1. Do not use open -flame torches for soldering. Heat surfaces to receive solder and flow solder into joints. Fill joints completely. Completely remove flux and spatter from exposed surfaces. 2. Clean metal surfaces of soldering flux and other substances that could cause corrosion. 3.4 MISCELLANEOUS FLASHING INSTALLATION A. Equipment Support Flashing: Coordinate installation of equipment support flashing with installation of roofing and equipment. Weld or seal flashing with elastomeric sealant to equipment support member. 3.5 CLEANING AND PROTECTION A. Clean and neutralize flux materials. Clean off excess solder and sealants. B. Remove temporary protective coverings and strippable films as sheet metal flashing and trim are installed. On completion of installation, clean finished surfaces, including removing unused fasteners, metal filings, pop rivet stems, and pieces of flashing. Maintain in a clean condition during construction. C. Replace sheet metal flashing and trim that have been damaged or that have deteriorated beyond successful repair by finish touchup or similar minor repair procedures. D. Performance: Watertight and weatherproof performance of flashing and sheet metal work is required. END OF SECTION Cubberley Pavilion Re -Roof Section 07 82 00 Page 1 SECTION 07 82 00 - ASPHALT SHINGLE ROOFING PART 1 - GENERAL 1.1 SECTION INCLUDES A. Asphalt roofing shingles. B. Leak barrier and roof deck protection. C. Metal flashing associated with shingle roofing. 1.03 RELATED SECTIONS 1. Section 06 10 00 - Rough Carpentry: Framing, wood decking, and roof sheathing. 2. Section 07 60 00 - Flashing and Sheet Metal: Sheet metal flashing not associated with shingle roofing and roof drains. 1.3 REFERENCES A. American Society for Testing and Materials (ASTM) - Annual Book of ASTM Standards: 1. ASTM A 653/A 653M - Standard Specification for Steel Sheet, Zinc Coated (Galvanized) or Zinc -Iron Alloy -Coated (Galvannealed) by the Hot -Dip Process. 2. ASTM B 209 - Standard Specification for Aluminum and Aluminum - Alloy Sheet and Plate. 3. ASTM B 370 - Standard Specification for Copper Sheet and Strip for Building Construction. 4. ASTM D 3018 - Standard Specification for Class A Asphalt Shingles Surfaced with Mineral Granules. 5. ASTM D 3161 - Standard Test Method for Wind -Resistance of Asphalt Shingles (Fan- Induced Method). 6. ASTM D 3462 — Standard Specification for Asphalt Shingles Made Cubberley Pavilion Re -Roof Section 07 82 00 Page 2 From Glass Felt and Surfaced with Mineral Granules. 7. ASTM D 4586 - Standard Specification for Asphalt Roof Cement, Asbestos -Free. 8. ASTM D 7158 - Standard Test Method for Wind -Resistance of Sealed Asphalt Shingles (Uplift Force/Uplift Resistance Method). 9. AC438-1011-R1 — New Acceptance Criteria for Alternative Asphalt Roofing Shingles. 10. ASTM E 903 — Standard Test Method for Solar Absorptance, Reflectance, and Transmission of Materials Using Integrating Spheres. Underwriters Laboratories (UL) - Roofing Systems and Materials Guide (TFWZ.R21)/ 11. UL 790 - Tests for Fire Resistance of Roof Covering Materials. 12. UL 997 - Wind Resistance of Prepared Roof Covering Materials. 13. UL 2218 — Impact Resistance of Prepared Roof Covering Materials. B. Asphalt Roofing Manufacturers Association (ARMA) C. Sheet Metal and Air Conditioning Contractors National Association, 1 nc. (SMACNA) - Architectural Sheet Metal Manual. D. National Roofing Contractors Association (NRCA). E. American Society of Civil Engineers (ASCE). 1. ASCE 7 - Minimum Design Loads for Buildings and Other Structures. F. U.S. Green Building Council (USGBC). G. Leadership in Energy and Environmental Design (LEED). H. ENERGY STAR. I. Cool Roof Rating Council (CRRC). 1.4 DEFINITIONS Roofing Terminology: Refer to ASTM D1079 and the glossary of the National Roofing Contractors Association (NRCA) Roofing and Waterproofing Manual for Cubberley Pavilion Re -Roof Section 07 82 00 Page 3 definitions of roofing terms related to this section. 1.5 LEED CERTIFICATION A. Provide a roofing system that will achieve or aid in the qualification of points satisfying 1. Sustainable Site credit 7.2 - Heat Island Effect - Roof. 2. Materials & Resource credit 5 - Local and Regional Materials. 1.6 SUBMITTALS A. Submit copies of GAF product data sheets, detail drawings and samples for each type of roofing product. B. L.E.E.D. submittal: Coordinate with Section 01115 - Green Building Requirements, for LEED certification submittal forms and certification templates. 1.7 QUALITY ASSURANCE A. Manufacturer Qualifications: Provide all primary roofing products, including shingles, underlayment, leak barrier, and ventilation, by a single manufacturer. B. Installer Qualifications: Installer must be approved for installation of all roofing products to be installed under this section. 1.8 REGULATORY REQUIREMENTS A. Provide a roofing system achieving an Underwriters Laboratories (UL) Class A fire classification. B. Install all roofing products in accordance with all federal, state and local building codes. C. All work shall be performed in a manner consistent with current OSHA guidelines. Cubberley Pavilion Re -Roof Section 07 82 00 Page 4 1.9 PRE -INSTALLATION MEETING A. General: For all projects in excess of 250 squares of roofing, a pre - installation meeting is strongly recommended. B. Timing: The meeting shall take place at the start of the roofing installation, no more than 2 weeks into the roofing project. C. Attendees: Meeting to be called for by manufacturer's certified contractor. Meeting's mandatory attendees shall include the certified contractor and the manufacturer's representative. Non -mandatory attendees shall include the owner's representative, architect or engineer's representative, and the general contractor's representative. D. Topics: Certified contractor and manufacturer's representative shall review all pertinent requirements for the project, including but not limited to, scheduling, weather considerations, project duration, and requirements for the specified warranty. 1.10 DELIVERY, STORAGE, AND HANDLING A. Store all products in manufacturer's unopened, labeled packaging until they are ready for installation. B. Store products in a covered, ventilated area, at temperature not more than 110 degrees F (43 degrees C); do not store near steam pipes, radiators, or in direct sunlight. C. Store bundles on a flat surface. Maximum stacking height shall not exceed GAF's recommendations. Store all rolls on end. D. Store and dispose of solvent -based materials in accordance with all federal, state and local regulations. 1.11 WEATHER CONDITIONS A. Proceed with work only when existing and forecasted weather conditions will permit work to be performed in accordance with GAF's recommendations. 1.12 WARRANTY A. Provide to the owner a GAF® WeatherStopper® Golden Pledge® Ltd Cubberley Pavilion Re -Roof Section 07 82 00 Page 5 Warranty covering: 1. Roofs installed by a Certified GAF Master Elite TM Contractor only. 2. Manufacturing defects: 100% coverage for materials and labor for: i. Any other type of owner or building — 40 years with the first 20 years non- prorated. 3. Workmanship errors: 100% coverage for workmanship errors for: i. Any other type of owner or building - 20 years. 4. Roof system NOT installed over an existing roof, all existing roof materials must be removed to the deck. 5. Full roof installations (Roofs installed on portions of buildings do not qualify) using the following GAF products. i. You must use GAF Roof Deck Protection. ii. You must use eligible GAF Leak Barrier in valleys and around dormers, sidewalls, firewalls, chimneys, plumbing vents, and skylights. In the North, leak barriers must be used at all eaves at least 24" inside warm wall. iii. You must use GAF pre-cut starter strip products (only those with factory applied adhesive) at the eaves. Note: To obtain bonus wind coverage, you must use GAF pre-cut starter strip products (with factory applied adhesive) at the eaves and rakes and you must install each shingle using 6 nails. For Miami Dade County Florida, no adhesive on rakes. You must cement the starter strip in and nail along the rake. iv. You must use eligible COBRA® ventilation with adequate intake ventilation. Master Flow® exhaust ventilation products can be substituted only if COBRA® ridge ventilation cannot be installed due to a structure's architecture. In any event, adequate ventilation should meet the following requirements: 1. Minimum net free ventilation area of 1 sq ft per 150 sq ft of ceiling area is required. When intake vents are located at the eaves and exhaust vents are located near the roof's peak (in a properly balanced system) for maximum air flow, Cubberley Pavilion Re -Roof Section 07 82 00 Page 6 ventilation may be reduced to 1 sq ft per 300 sq ft. If these standards are not met, GAF cannot be responsible for damage caused by inadequate ventilation. v. You must use eligible GAF roofing shingles. vi. You must use GAF Ridge Cap Shingles or shingles that correspond to the shingle product you are installing. vii. New metal flashings must be installed. Metal drip edge must be used at eaves and is recommended at rake edges. 6. In addition to the requirements listed above, you installer must register and pay for this warranty. On projects that total more than 250 squares, the permanent Golden Pledge® Ltd Warranty will be issued only if the project passes GAF's final inspection. GAF reserves the right to withhold the warranty if the roof has not been installed according to GAF's written application instructions. GAF also strongly recommends that your Master Elite® Contractor schedule a start-up and at least one interim inspection on projects of 250 squares or more by contacting GAF at least three weeks prior to the start of roof work. PART 2 - PRODUCTS 2.1 MANUFACTURERS A. Acceptable Manufacturer: GAFMC, 1361 Alps Rd. Wayne NJ 07470. Tel: 1-973-628-3000. B. Requests for substitutions will be considered in accordance with provisions of Section 01600. 2.2 SHINGLES A. Self-sealing, granule surfaced, asphalt shingle with a strong fiberglass reinforced Micro Weave® core and StainGuard® protection, which prevents pronounced discoloration from blue-green algae through formulation/unique blends of granules. Architectural laminate styling provides a wood shake appearance with a 5" or 5 5/8" exposure. Features GAF's patented High Definition® color blends and enhanced shadow effect. UL 790 Class A rated with UL 997 Wind Resistance Label; ASTM D 7158, Class H; ASTM D 3161, Type 1; ASTM D 3018, Type 1; ASTM D 3462; CSA A123.5-98; Dade County Approved, Florida Cubberley Pavilion Re -Roof Section 07 82 00 Page 7 Building Code Approved, Texas Dept of Insurance Approved, ICC Report Approval. Timberline® HD Lifetime High Definition Shingles, by GAF. 2.3 HIP AND RIDGE SHINGLES A. Distinctive self-sealing hip and ridge cap shingle complementing the color of selected roof shingle. Each bundle covers approx. 31 lineal feet (9.45m) with an 8 inch (203mm) exposure. Ridglass 10" Ridge Cap Shingles by GAF. 2.4 STARTER STRIP A. Self-sealing starter shingle designed for all roof shingles. Each bundle covers approx. 120 lineal feet (36.58m). ProStart Starter Strip by GAF. 2.5 LEAK BARRIER A. Self -adhering, self-sealing, bituminous leak barrier surfaced with fine, skid -resistant granules. Approved by UL, Dade County, ICC, State of Florida and Texas Department of Insurance. Each roll contains approx. 150 sq ft (13.9 sq.m.), 36" X 50' (0.9m x 20.3m) or 200 sq ft (18.6 sq.m.), 36" X 66.7' (0.9m x 20.3m). WeatherWatch® Leak Barrier, by GAF. B. Self -adhering, self-sealing, bituminous leak barrier surfaced with a smooth polyethylene film. Approved by UL, Dade County, ICC, State of Florida and Texas Department of Insurance. Each Roll contains approx. 200 sq ft. (18.6 sq.m.), 36" X 66.7' (0.9m x 20.3m), and 60 mils thick. StormGuard® Leak Barrier, by GAF. 2.6 SHINGLE UNDERLAYMENT A. Premium, water repellant, breather type non -asphaltic underlayment. UV stabilized polypropylene construction. Meets or exceeds ASTM D226 and D4869. Approved by Dade Country, Florida Building Code, and ICC. Each roll contains approximately 10 squares (1003 sq. ft.) of material and is 54" x 223'. Deck -Armor Premium Breathable Roof Deck Protection, by GAF. B. Superior quality, water repellant, non -asphaltic underlayment. UV stabilized polypropylene construction. Meets or exceeds ASTM D226 and D4869. Each roll contains approximately 10 squares (1003 sq. ft.) of Cubberley Pavilion Re -Roof Section 07 82 00 Page 8 material and is 54" x 223'. TigerPaw Roof Deck Protection, by GAF. 2.7 ROOFING CEMENT A. Asphalt Plastic Roofing Cement meeting the requirements of ASTM D 4586, Type I or I I . 2.8 ROOF ACCESSORIES A. Exterior acrylic rust resistant aerosol roof accessory paint. Each 6 oz can is available in boxes of 6 and in a wide variety of colors to compliment the roof. Shingle -Match Roof Accessory Paint by GAF. 2.9 ATTIC VENTILATION A. Ridge Vents. 1. Flexible ridge ventilator designed to allow the passage of hot air from attics. For use in conjunction with eave/ soffit intake ventilation products. Provides 16.9 inches (1430 mm/m) NFVA (Hand Nail) and 14.1 inches (1193 mm/m) NFVA (Nail Gun) per lineal foot. Cobra® Exhaust Vent, by GAF. 2. Rigid plastic ridge ventilator designed to allow the passage of hot air out of attics. For use in conjunction with eave/ soffit intake ventilation products. Provides 18.0 sq inches (11613 sq. mm/m) in NFVA per lineal foot. Each package contains 40 lineal feet (12.19m) of vent. Cobra® Rigid Vent 3 ridge vent (includes 3" (76mm) galvanized ring shank nails), by GAF. 2.10 NAILS A. Standard round wire, zinc -coated steel or aluminum; 10 to 12 gauge, smooth, barbed or deformed shank, with heads 3/8 inch (9mm) to 7/16 inch (11 mm) in diameter. Length must be sufficient to penetrate into solid wood at least 3/4 inch (19mm) or through plywood or oriented strand board by at least 1/8 inch (3.18mm). 2.11 METAL FLASHING A. 24 gauge hot -dip galvanized steel sheet, complying with ASTM A 653/A 653M, G90/Z275. 20 gauge at integral gutter system. Cubberley Pavilion Re -Roof Section 07 82 00 Page 9 B. 16-oz/sq ft (0.56mm) copper sheet, complying with ASTM B 370. C. 0.032 -inch (0.8mm) aluminum sheet, complying with ASTM B 209. PART 3 - EXECUTION 3.01 EXAMINATION A. Do not begin installation until the roof deck has been properly prepared. B. If roof deck preparation is the responsibility of another installer, notify the architect or building owner of unsatisfactory preparation before proceeding. 3.02 GENERAL PREPARATION A. Remove all existing roofing down to the roof deck. B. Verify that the deck is dry, sound, clean and smooth. It shall be free of any depressions, waves, and projections. C. Cover with sheet metal, all holes over 1 inch (25mm) in diameter, cracks over 1/2 inch (12mm) in width, loose knots and excessively resinous areas. D. Replace damaged deck with new materials. E. Clean deck surfaces thoroughly prior to installation of eaves protection membrane and underlayment. 3.3 PREPARATION OF SUBSTRATE A. Clean deck surfaces thoroughly prior to installation of eaves protection membrane and underlayment. B. At areas that receive eaves protection membrane, fill knotholes and cracks with latex filler. 3.4 PREPARATION A. Verify that the deck is structurally sound and free of deteriorated decking. All deteriorated decking shall be removed and replaced with new materials. Cubberley Pavilion Re -Roof Section 07 82 00 Page 10 3.5 SUBSTRATE INSTALLATION A. The structural roof deck shown in the plans shall be smooth and level and free of water or debris before the nail base insulation is installed. Apply vapor retarder if required. NOTE: GAF recommends that the designer carefully considers the need for a vapor/air retarder. B. Installation shall follow the GAF written installation instructions. C. Fasten with ThermaCal® Fasteners to the supporting roof deck shown in the plans. D. Protect nail base insulation work from exposure to moisture damage and deterioration, primarily by prompt installation of the roofing, sheet metal and waterproofing work. 3.6 INSTALLATION OF UNDERLAYMENTS A. General: 1. Install using methods recommended by GAF, in accordance with local building codes. When local codes and application instructions are in conflict, the more stringent requirements shall take precedence. B. Eaves: 1. Install eaves edge metal flashing tight with fascia boards; lap joints 2 inches (51 mm) and seal with plastic cement or high quality urethane sealant; nail at the top of the flange. 2. In the north, and on all roofs between 2/12 and 4/12 (low slopes) install GAF leak barrier up the slope from eaves edge a full 36 inches (914mm) or to at least 24 inches (610 mm) beyond the interior "warm wall". Lap ends 6 inches (152mm) and bond. C. Valleys: 1. Install eaves protection membrane at least 36 (914mm) inches wide and centered on the valley. Lap ends 6 inches (152mm) and seal. Cubberley Pavilion Re -Roof Section 07 82 00 Page 11 D. Hips and Ridges: 1. Where valleys are indicated to be "open valleys", install metal flashing over GAF® leak barrier before GAF® roof deck protection is installed; DO NOT nail through the flashing. Secure the flashing by nailing at 18 inches (457 mm) on center just beyond edge of flashing so that nail heads hold down the edge. 2. Install GAF leak barrier along entire lengths. If ridge vents are to be installed, position the GAF leak barrier so that the ridge slots will not be covered. E. Roof Deck: 1. Install one layer of GAF roof deck protection over the entire area not protected by GAF leak barrier at the eaves or valley. Install sheets horizontally so water sheds and nail in place. 2. On roofs sloped at more than 4 in 12, lap horizontal edges at least 2 inches (51 mm) and at least 2 inches (51 mm) over eaves protection membrane. 3. On roofs sloped between 2 in 12 and 4 in 12, lap horizontal edges at least 19 inches (482 mm) and at least 19 inches (482mm) over eaves protection membrane. 4. Lap ends at least 4 inches (102 mm). Stagger end laps of each layer at least 36 inches (914 mm). 5. Lap GAF roof deck protection over GAF leak barrier in valley at least 6 inches (152mm). F. Deck -Armor TM Application: 1. Deck -Armor shall be installed over a clean, dry deck. 2. Install Weather Watch® or StormGuard® Leak Barrier at eaves, rakes, and other vulnerable leak areas. 3. Lay Deck-ArmorTM over deck and overlap 3" (76mm) at side laps and 6" (152mm) at end laps. Cubberley Pavilion Re -Roof Section 07 82 00 Page 12 4. For exposure to rain or snow, overlap 12" (305mm) at end laps. 5. For side and end laps: fasten Deck -Armor 12" (305mm) o.c. (6" (152mm) o.c. for high wind areas). 6. For middle of the roll: fasten Deck -Armor 24" (610mm) o.c. (12" (305mm) o.c. for high wind areas). 7. For exposure to rail or snow, completely cover all side laps, end laps and fasteners with tape. 8. For long term exposure see complete Deck -Armor installation instructions for side lap detail. 9. If roof may be exposed to high winds, apply tape over all fasteners at the center of the roll to prevent rain or snow from entering at the fasteners. 10. For slopes less that 2:12, a double application of Deck -Armor is required. See complete Deck -Armor installation instructions for more information. G. Penetrations: 1. Install one layer of GAF roof deck protection over the entire area not protected by GAF leak barrier at the eaves or valley. Install sheets horizontally so water sheds and nail in place. 2. On roofs sloped at more than 4 in 12, lap horizontal edges at least 2 inches (51 mm) and at least 2 inches (51 mm) over eaves protection membrane. 3. On roofs sloped between 2 in 12 and 4 in 12, lap horizontal edges at least 19 inches (482 mm) and at least 19 inches (482mm) over eaves protection membrane. 4. Lap ends at least 4 inches (102 mm). Stagger end laps of each layer at least 36 inches (914 mm). 5. Lap GAF roof deck protection over GAF leak barrier in valley at least 6 inches (152mm). Cubberley Pavilion Re -Roof Section 07 82 00 Page 13 3.7 INSTALLATION OF STARTER SHINGLES A. General: 1. Install in accordance with GAF®'s instructions and local building codes. When local codes and application instructions are in conflict, the more stringent requirements shall take precedence. 2. Minimize breakage of shingles by avoiding dropping bundles on edge, by separating shingles carefully (not by "breaking" over ridge or bundles), and by taking extra precautions in temperatures below 40 degrees F (4 degrees C). 3. Handle carefully in hot weather to avoid scuffing the surfacing, or damaging the shingle edges. B. Placement and Nailing: 1. Secure with 4, 5, or 6 nails per shingle per GAF®'s application instructions or local codes. 2. Placement of nails varies based on the type of shingle specified. Consult the application instructions for the specified shingle for details. 3. Nails must be driven flush with the shingle surface. Do not overdrive or under drive the nails. 4. Shingle offset varies based on the type of shingle specified. Consult the application instructions for the specified shingle for details. C. Placement and Nailing: 1. Beginning with the starter strip, trim shingles so that they "nest" within the shingle located beneath it. This procedure will yield a first course that is typically 3" (76mm) to 4" (102mm) rather than a fully exposed shingle. 2. For maximum wind resistance along rakes, install any GAF starter strip containing sealant or cement shingles to underlayment and each other in a 4" (102mm) width of asphalt plastic roof cement. Cubberley Pavilion Re -Roof Section 07 82 00 Page 14 3. Laterally, offset the new shingles from the existing keyways, to avoid waves or depressions caused by excessive dips in the roofing materials. 4. Using the bottom of the tab on existing shingles, align subsequent courses. 5. *Note: DO NOT install standard sized shingles (5" exposure) over metric (5 5/8" exposure) shingles, as it will overexpose the shingles and reveal the nails. Use standard alignment methods to assure proper shingle placement. 6. Secure with 4, 5, or 6 nails per shingle per GAF's instructions or local codes. 7. Placement of nails varies based on the type of shingle specified. Consult the application instructions for the specified shingle for details. 8. Nails must be driven flush with the shingle surface. Do not overdrive or under drive the nails. 9. Shingle offset varies based on the type of shingle specified. Consult the application instructions for the specified shingle for details. D. Valleys - Install valleys using the "open valley" method: 1. Snap diverging chalk lines on the metal flashing, starting at 3 inches (76mm) each side of top of valley, spreading at 1/8 inch per foot (9mm per meter) to the eaves. 2. Run shingles to chalk line. 3. Trim last shingle in each course to match the chalk line; do not trim shingles to less than 12 inches (305mm) wide. 4. Apply a 2 inch (51 mm) wide strip of plastic cement under ends of shingles, sealing them to the metal flashing. E. Penetrations: 1. All Penetrations are to be flashed according to GAF, ARMA and NRCA application instructions and construction details. Cubberley Pavilion Re -Roof Section 07 82 00 Page 15 3.8 PROTECTION A. Protect installed products from foot traffic until completion of the project. B. Any roof areas that are not completed by the end of the workday are to be protected from moisture and contaminants. END OF SECTION Cubberley Pavilion Re -Roof Section 07 92 00 Page 1 SECTION 07 92 00 - JOINT SEALANTS 1.1 PART 1 - GENERAL RELATED DOCUMENTS A. Drawings and general requirements of the Contract, including General Conditions, Special Provisions and Division 1 Specification Sections, apply to this Section. 1.2 SCOPE OF WORK A. The Work of this Section consist of furnishing and installing the following: 1. Exterior sealants. 2. Joint sealant primers and accessories. 1.3 RELATED SECTIONS A. Section 076000 - Flashing and Sheet Metal: Sealant installation with flashings. 1.4 SUBMITTALS A. Product Data: Provide data and installation instructions for each type of joint sealant required. B. Certification by joint sealant manufacturer that sealants plus the primers and cleaners required for sealant installation comply with local regulations controlling use of volatile organic compounds (VOCs). C. Submit manufacturer's letter of certification that products are appropriate for the uses intended. 1.5 QUALITY ASSURANCE A. Sealant applicator shall specialize in the installation of joint sealants with a minimum of 2 years experience. B. Elastomeric joint sealants shall be produced and installed to establish and to maintain watertight continuous seals without causing staining or deterioration of joint substrates. Cubberley Pavilion Re -Roof Section 07 92 00 Page 2 C. Sealant manufacturer shall confirm in writing that all materials contacting the sealants, including joint backings, gaskets, spacers, and joint substrates, are compatible with the sealant to be installed. Schedule sufficient time to test these materials for compatibility with the sealant, as necessary. Compatibility tests shall be performed to the sealant manufacturer's standards. D. Sealant manufacturer shall confirm in writing the appropriate joint preparation and priming techniques required to obtain rapid, acceptable adhesion of the joint sealants to the joint substrates. E. Perform field adhesion testing of joint sealants to all surface types. Field adhesion testing shall be completed and results shall be reviewed and approved by sealant manufacturer and installer before commencing sealant installation. F. Pre -installation meeting: Review joint application procedures, compatibility tests, adhesion tests, and warranty requirements in a meeting involving installer, manufacturer or manufacturer's representative, building owner or manager, consultant, and contractor. G. Sealant manufacturer shall provide one announced and one unannounced quality control check/adhesion test with the sealant installer at the job site. 1.6 DELIVERY, STORAGE, AND HANDLING A. Deliver materials to Project site in original unopened containers or bundles with labels indicating manufacturer, product name and designation, color, expiration period for use, pot life, curing time, and mixing instructions for multi -component materials intact and legible. B. Store and handle materials in compliance with manufacturer's recommendations to prevent their deterioration or damage due to moisture, high or low temperatures, contaminants, or other causes. 1.7 PROJECT CONDITIONS A. Do not proceed with installation of joint sealants under the following conditions: 1. When ambient and substrate temperature conditions are outside the limits permitted by joint sealant manufacturer. 2. Below 40 deg F (4.4 deg C). 3. When joint substrates are wet or retaining moisture. B. Joint Width Conditions: Do not proceed with installation of joint sealants where joint widths are less than allowed by joint sealant manufacturer for application indicated. Cubberley Pavilion Re -Roof Section 07 92 00 Page 3 C. Joint Substrate Conditions: Do not proceed with installation of joint sealants until contaminants capable of interfering with their adhesion are removed from joint substrates. PART 2 - PRODUCTS 2.1 MATERIALS A. Compatibility: Provide joint sealants, joint fillers, and other related materials that are compatible with one another and with joint substrates under conditions of service and application, as demonstrated by sealant manufacturer based on testing and field experience. B. Colors: Provide color of exposed joint sealants to match colors indicated by reference to manufacturer's standard designations. C. Provide selections made by Architect from manufacturer's full range of standard colors for products of type indicated. 2.2 JOINT SEALANTS A. Weatherproofing Sealant: Provide product complying ASTM C920, also with ASTM C1193 and tested under ASTM C719; Type S, Grade NS, Class 25; that accommodates joint movement of not more than 25 percent in both extension and compression for a total of 50 percent, use at conventional glazing and for weatherproofing. 1. Dow Corning Corporation; Dow Corning 790, 791, or 795. 2. Tremco; Spectrem 11 or Spectrem 1 1 1 . 3. Pecora Corporation; 895. B. Flashings Sealant: ASTM C920, Type S, Grade NS, Class 25; single component elastomeric accommodating joint movement of not more than 25 percent in both extension and compression for a total of 50 percent. 1. Dow Corning Corporation; Dow Corning 791, 795, or Contractors Weatherproofing Sealant. C. Reglets and Flashings Sealant: ASTM C920, Type S, Grade NS, Class 25; single component elastomeric accommodating joint movement of not more than 25 percent in both extension and compression for a total of 50 percent. Cubberley Pavilion Re -Roof Section 07 92 00 Page 4 1. Dow Corning Corporation; Dow Corning 791, 795, or Contractors Weatherproofing Sealant. D. Self -Leveling Sealant: ASTM C920, Type S, Grade SL; single component, chemical curing, non -staining, non -bleeding, non -sagging type; color as selected; use in concrete expansion and control joints in parking garages, plaza and terrace decks, floor and sidewalk joints. 1. Dow Corning Corporation; Dow Corning 890SL. 2. Pecora Corporation; Urexpan NR -200 -. 3. Tremco; THC-900. 4. Sika Corporation, Inc.; Sikaflex 2C -FL. 2.3 JOINT SEALANT BACKING A. General: Provide sealant backings and accessory materials, including primers, of material and type that are non -staining; are compatible with joint substrates, sealants, and other joint fillers; and are approved for applications indicated by sealant manufacturer based on field experience and laboratory testing. B. Foam Joint Fillers: Non -gassing, preformed, compressible, resilient, non -staining, non -waxing, non -extruding strips of flexible plastic foam of material indicated below and of size, shape, and density to control sealant depth, prevent three -sided adhesion, provide a surface against which to tool, and otherwise contribute to producing optimum sealant performance: 1. Cylindrical Sealant Backings: ASTM C1330, Type C (closed -cell material with a surface skin) or Type B (bi-cellular material with a surface skin), and of size and density to control sealant depth and otherwise contribute to producing optimum sealant performance and as recommended by sealant manufacturer. 2. Elastomeric Tubing Sealant Backings: Neoprene, butyl, EPDM, or silicone tubing complying with ASTM D1056, nonabsorbent to water and gas, and capable of remaining resilient at temperatures down to minus 26 deg F (minus 32 deg C). Provide products with low compression set and of size and shape to provide a secondary seal, to control sealant depth, and to otherwise contribute to optimum sealant performance. Cubberley Pavilion Re -Roof Section 07 92 00 Page 5 2.4 MISCELLANEOUS MATERIALS A. Primer: Material recommended by joint sealant manufacturer where required for adhesion of sealant to joint substrates indicated, as determined from pre - construction joint sealant -substrate tests and field tests. Certify that primer will not permanently stain adjacent joint surfaces. B. Cleaners for Nonporous Surfaces: Chemical cleaners acceptable to manufacturers of sealants and sealant backing materials, free of oily residues or other substances capable of staining or harming in any way joint substrates and adjacent nonporous surfaces, and formulated to promote optimum adhesion of sealants with joint substrates. C. Masking Tape: Non -staining, nonabsorbent material compatible with joint sealants and surfaces adjacent to joints, to mask off adjacent joint surfaces where sealant is not permanently intended to be applied. D. Bondbreaker Tape: Polyethylene pressure sensitive adhesive tape, to be used in areas where backer rod cannot fit and where three -sided adhesion is to be avoided. PART 3 - EXECUTION 3.1 EXAMINATION A. Examine joints indicated to receive joint sealants, with Installer present, for compliance with requirements for joint configuration, installation tolerances, and other conditions affecting joint sealant performance. B. Verify that joint sizes and surfaces are free of defects and acceptable for installation of joint sealants. C. Verify joint dimensions and shapes to ensure they are within the sealant manufacturer's guidelines. Resolve any variances prior to installation. Do not proceed with sealant installation until the unsatisfactory conditions have been corrected. 3.2 PREPARATION A. Surface Cleaning of Joints: Clean out joints immediately before installing joint sealants to comply with recommendations of joint sealant manufacturer. Cubberley Pavilion Re -Roof Section 07 92 00 Page 6 B. Thoroughly clean the areas that the new sealant will contact using a de -greasing solvent such as toluene or xylene and the two -rag wipe technique. IPA (isopropyl alcohol) is not a degreasing solvent. The new sealant should have a minimum contact area of 1/4". C. Remove all foreign material from joint substrates that could interfere with adhesion of joint sealant, including dust, paints (except for permanent, protective coatings tested and approved for sealant adhesion and compatibility by sealant manufacturer), oil, grease, waterproofing, water repellents, water, surface dirt, and frost. D. Clean porous joint substrate surfaces by oil -free brushing, grinding, blast cleaning, mechanical abrading, or a combination of these methods to produce a clean, sound substrate capable of developing optimum bond with joint sealants. Do not damage finished surface of materials while performing cleaning operations. Remove loose particles remaining from above cleaning operations by vacuuming or blowing out joints with oil -free compressed air. E. Clean metal, glass, porcelain enamel, glazed surfaces of ceramic tile, and other nonporous surfaces with chemical cleaners or other means that do not stain, harm substrates, or leave residues capable of interfering with adhesion of joint sealants. F. Masking Tape: Use masking tape where required to prevent contact of sealant with adjoining surfaces that otherwise would be permanently stained or damaged by such contact or by cleaning methods required to remove sealant smears. Remove tape immediately after tooling without disturbing joint seal. 3.3 JOINT PRIMING A. Prime joint substrates where indicated or where recommended by joint sealant manufacturer based on pre -construction joint sealant -substrate tests or prior experience. Apply primer to comply with joint sealant manufacturer's recommendations. B. Confine primers to areas of joint sealant bond; do not allow spillage or migration onto adjoining surfaces. C. Allow primer to dry. Do not prime areas that cannot be sealed the same day. 3.4 INSTALLATION OF SEALANT BACKINGS A. Install joint fillers of type indicated to provide support of sealants during application and at position required to produce the cross-sectional shapes and depths of Cubberley Pavilion Re -Roof Section 07 92 00 Page 7 installed sealants relative to joint widths that allow optimum sealant movement capability. B. Do not leave gaps between ends of joint fillers. C. Do not stretch, twist, puncture, or tear joint fillers. D. Remove absorbent joint fillers that have become wet prior to sealant application and replace with dry material. E. Tolerances: 1. Minimum Sealant Contact Area: 1/4 -inch. 2. Minimum Joint Depth: 1/4 ± 1/8 -inch, with the joint width at least twice the joint depth to allow the sealant its maximum movement capability. 3.5 INSTALLATION OF JOINT SEALANTS A. General: Comply with joint sealant manufacturer's printed installation instructions applicable to products and applications indicated, except where more stringent requirements apply. B. Sealant Installation Standard: Comply with recommendations of ASTM C1193 for use of joint sealants as applicable to materials, applications, and conditions indicated. C. Installation of Sealants: Install sealants by proven techniques that result in sealants directly contacting and fully wetting joint substrates, completely filling recesses provided for each joint configuration, and providing uniform, cross- sectional shapes and depths relative to joint widths that allow optimum sealant movement capability. Install sealants at the same time sealant backings are installed. D. Tooling of Non -sag Sealants: Immediately after sealant application and prior to time skinning or curing begins, tool sealants to form smooth, uniform beads of configuration indicated, to eliminate air pockets, and to ensure contact and adhesion of sealant with sides of joint. Remove excess sealants from surfaces adjacent to joint. Do not use tooling agents that discolor sealants or adjacent surfaces or are not approved by sealant manufacturer. 1. Remove excess sealant from surfaces adjacent to joints. Cubberley Pavilion Re -Roof Section 07 92 00 Page 8 2. Use tooling agents that are approved in writing by sealant manufacturer and that do not discolor sealants or adjacent surfaces. 3. Provide concave joint configuration per Figure 5A in ASTM C1193, unless otherwise indicated. 4. Provide flush joint configuration where indicated per Figure 5B in ASTM C1193. 3.6 FIELD QUALITY CONTROL A. Field -Adhesion Testing: Field test joint -sealant adhesion to joint substrates as follows: 1. Extent of Testing: Test completed elastomeric sealant joints as follows: a. Perform 10 tests for the first 1000 feet (300 m) of joint length for each type of elastomeric sealant and joint substrate. 2. Test Method: Test joint sealants as appropriate for type of joint -sealant application indicated. a. For joints with dissimilar substrates, verify adhesion to each substrate separately; do this by extending cut along one side, verifying adhesion to opposite side. Repeat procedure for opposite side. 3. Inspect joints for complete fill, for absence of voids, and for joint configuration complying with specified requirements. Record results in a field -adhesion -test log. 4. Inspect tested joints and report on the following: a. Whether sealants in joints connected to pulled -out portion failed to adhere to joint substrates or tore cohesively. Include data on pull distance used to test each type of product and joint substrate. Compare these results to determine if adhesion passes sealant manufacturer's field -adhesion hand -pull test criteria. b. Whether sealants filled joint cavities and are free of voids. c. Whether sealant dimensions and configurations comply with specified requirements. 5. Record test results in a field -adhesion -test log. Include dates when sealants were installed, names of persons who installed sealants, test dates, test locations, whether joints were primed, adhesion results and percent elongations, sealant fill, sealant configuration, and sealant dimensions. 6. Repair sealants pulled from test area by applying new sealants following same procedures used originally to seal joints. Ensure that original sealant surfaces are clean and that new sealant contacts original sealant. B. Evaluation of Field Test Results: Sealants not evidencing adhesive failure from testing or noncompliance with other indicated requirements will be considered Cubberley Pavilion Re -Roof Section 07 92 00 Page 9 satisfactory. Remove sealants that fail to adhere to joint substrates during testing or to comply with other requirements. Retest failed applications until test results prove sealants comply with indicated requirements. 3.7 CLEANING A. Construction Waste Management: Manage construction waste in accordance with provisions of Section 01524 Construction Waste Management. Submit documentation for Credit MR 2.1 and Credit MR 2.2to satisfy the requirements of that Section. B. Clean off excess sealants and sealant smears adjacent to joints as the Work progresses by methods and with cleaning materials approved in writing by manufacturers of joint sealants and of products in which joints occur. C. Leave finished work in a neat, clean condition with no evidence of spillovers onto adjacent surfaces. 3.8 PROTECTION A. Protect joint sealants during and after curing period from contact with contaminating substances or from damage resulting from construction operations or other causes so that they are without deterioration or damage at time of Substantial Completion. B. If, despite such protection, damage or deterioration occurs, cut out and remove damaged or deteriorated joint sealants immediately so that and installations with repaired areas are indistinguishable from original work. END OF SECTION Cubberley Pavilion Re -Roof Section 09 91 13 Page 1 SECTION 09 91 13 - EXTERIOR PAINTING AND FINISHING PART 1 - GENERAL 1.0 WORK INCLUDED A. Surface preparation for all existing and new wood fascia and metal. B. Surface finish priming and painting of new overhang roof fascia boards and all new wood and metals roof surfaces. Paint all items above to match existing, unless otherwise noted. 1.1 RELATED WORK A. Section 06 10 00 - Rough Carpentry. B. Section 07 51 13 - Cold -applied Modified Bitumen Roofing C. Section 07 60 00 - Flashing and Sheet Metal. 1.2 REFERENCES A. ANSI/ASTM D16 - Definitions of Terms Relating to Paint, Varnish, Lacquer, and Related Products. B. ASTM D2016 - Test Method for Moisture Content of Wood. 1.3 DEFINITIONS Conform to ANSI/ASTM D16 for interpretation of terms used in this section. 1.4 QUALITY ASSURANCE A. Product Manufacturer - Company specializing in manufacturing quality paints and finish products with five years experience. B. Applicator - Company or individual knowledgeable in commercial painting and finishing with five (5) years documented experience. 1.5 SUBMITTALS A. Submit product data. Cubberley Pavilion Re-Roof Section 09 91 13 Page 2 B. Provide product data on all finishing products. C. Submit samples. D. Submit manufacturer's application instructions. 1.6 ENVIRONMENTAL REQUIREMENTS Do not apply exterior coatings during rain or when relative humidity is above 50 percent, unless required otherwise by manufacturer's instructions. PART 2 - PRODUCTS 2.0 ACCEPTABLE MANUFACTURERS - PAINT A. Kelly Moore or approved equal. Color to be “Blanco,” eggshell finish on painted metal flashing, flat finish on painted wood fascia boards. 2.1 MATERIALS Accessory Materials - Linseed oil, shellac, turpentine, paint thinners and other materials not specifically indicated but required to achieve the finishes specified, of commercial quality. 2.2 FINISHES Refer to schedule at end of Section for surface finish schedule. Colors are to match existing. PART 3 - EXECUTION 3.0 INSPECTION A. Verify that surfaces are ready to receive work as instructed by the product manufacturer. B. Examine surfaces scheduled to be finished prior to commencement of work. Report any condition that may potentially affect proper application. C. Measure moisture content of surfaces using an electronic moisture meter. Do not apply finishes unless moisture content of surfaces is below the following maximums: Cubberley Pavilion Re-Roof Section 09 91 13 Page 3 1. Fifteen percent (15%) measured in accordance with ASTM D2016. D. Beginning of installation means acceptance of substrate. 3.1 PREPARATION A. Correct minor defects and clean surfaces which affect work of the section. B. Galvanized Surfaces - Remove surface contamination and oils and wash with solvent. Apply coat of etching primer. 3.2 PROTECTION A. Protect elements surrounding the work of this section from damage or disfiguration. B. Repair damage to other surfaces caused by work of this section. C. Furnish drop cloths, shields, and protective methods to prevent spray or droppings from disfiguring other surfaces. 3.3 APPLICATION A. Apply products in accordance with manufacturer's instructions. B. Sand lightly between coats to achieve required finish. C. Allow applied coat to dry before next coat is applied. D. Prime back surfaces of exterior woodwork with primer paint. 3.4 CLEANING A. As work proceeds, promptly remove paint where spilled, splashed, or spattered. B. Collect cotton waste, cloths and material, which may constitute a fire hazard, place in closed metal containers and remove daily from site. Cubberley Pavilion Re-Roof Section 09 91 13 Page 4 3.5 SCHEDULE - EXTERIOR SURFACES A. Wood - Painted 1. One coat primer, 2201722 latex 2. Two coats exterior paint, 1250 acrylic latex B. Steel - Unprimed 1. One coat zinc chromate primer, 1710 red oxide 2. Two coats exterior paint, 1250 acrylic latex C. Steel - Galvanized 1. One coat primer, 122 latex 2. Two coats exterior paint, 1250 acrylic latex – verify color. END SECTION 1/8" = 1'-0" PAVILION ROOF PLAN EVERGUARD BONDING ADHESIVE (SEE FLASHING KEY) DRILL-TEC PLATES & SCREWS 12" (305 mm) O.C. (6" [152 mm] O.C. FOR BALLASTED SYSTEMS) NOTE: TM R COPING CAP ROOF DECK/SUBSTRATE HEAT-WELDED LAP (SEE NOTE #3) ENERGYGUARD ROOF INSULATION 8" (203 mm) min. FASTEN CLIP BACK SIDE TM ALTERNATE BASE REFER TO EVERGUARD DETAIL 307 12" (305 mm) O.C. REINFORCED EVERGUARD MEMBRANER WOOD NAILER, 5/4" (38.1 mm) x 4" (102 mm) MIN. WIDE SECURED TO DECK (OPTIONAL) 3. APPLY EVERGUARD TPO CUT EDGE SEALANT TO ALL CUT REINFORCED TPO EDGES (REFER TO EVERGUARD DETAIL 115). R R •24" - 54" (610 mm -1.37 m) REQUIRES BONDING ADHESIVE •UP TO 24" (610 mm) DRY HUNG 2. IF EVERGUARD FREEDOM MEMBRANE IS USED, BONDING ADHESIVE IS NOT NEEDED AND WALL MUST BE PRIMED 1. FOR INSULATION THICKNESS GREATER THAN 8” (203 mm), A HARD BOARD IS REQUIRED ON MECHANICALLY FASTENED SYSTEMS ONLY. R TM 4. FOR SELF-ADHERED RAPIDSEAM™ TECHNOLOGY SYSTEMS, SEE EVERGUARD® DETAIL 330 FOR LAP APPLICATION. USE THIS DETAIL FOR CUBBERLEY PAVILION RE-ROOF PROJECT. VERIFY ALL COMPONENTS WITH ROOFING MFGRS. Size Shingles 13-1/4" x 39-3/8" (337mm x 1000mm) with 5-5/8"(143mm) Exposure 5" (127mm) R 1 Campus Drive Parsippany, NJ 07054 www.gaf.com 6" (152 mm) 6" (152 mm) GAF leak barrier. Do not place fasteners within 6" (152mm) of center line. Horizontal laps 6" (152mm) min. Center valley metal, overlap metal horizontal laps a minimum 12" (305mm) and seal by embedding them in asphalt plastic cement. underlayment at least 6" (152mm) over GAF leak barrier. Overlap shingles at least 4" (102mm) over 20" (508mm) wide valley metal. Embed the shingle ends in asphalt plastic cement to seal the shingles to the metal and keep water from running under them. Clip the top corners of shingles 45° to keep water flow toward the valley center. Shingles should be separated 6" (152mm) at top of valley. Separation must increase 1/8" (3mm) per foot towards eaves to handle increasing water volume. Snap chalk lines to ensure shingles diverge properly in valley. JOB No.CB-16002 DESC: CUBBERLEY PAVILION RE-ROOF PROJECT SHEET No.: 1 of 1 BID SUMMARY DATE : 5/31/18 IFB No.:170646 DATE : 5/31/18 BASE BID DESCRIPTION BID Government Waterproofing Assoc Alcal Specialty Contracting Pioneer Roofing ITEM QTY UNIT ESTIMATE BID BID BID A1 A) Remove and discard/recycle existing flashing system, covering protruding structural hip beams at roof. Install custom pre-fab, galvanized metal flashing assembly with Kynar 500 finish color to match comp shingle. Provide shop drawings for review and approval, prior to fabrication. B)Remove existing approximately 13,367 SF of sloped three-tab composition shingle panel roof system down to existing plywood sheathing (at Upper Roof #2 on drawings). Replace dry rot-damaged sheathing as necessary and prep all plywood areas before installing composition shingle roofing throughout roof and around pipe and exhaust ductwork penetrations. Remove and install same system at Upper Roof #1. Proposed roof system to be GAF Timberline HD Reflector Series, color: Birchwood or approved equal. Provide sample for review and approval, prior to materials order. C)Remove existing tar and gravel roof system down to existing plywood sheathing: approximately 2,997 SF at Upper Flat Roof on drawings. Replace dry rot-damaged sheathing as necessary and prep all plywood areas before installing Tremco modified bituminous membrane roofing system over fiberboard, throughout roof and around pipe and exterior flashings. D)Remove and replace all existing galv. edge metal perimeter flashing, all metal flashing at roof hips and valleys and where comp shingle roof meets vertical metal surfaces, throughout all roofs. E) Temporarily remove existing security light fixtures throughout and re-attach after roof work completed. F) Remove any obstructions that impede the following work. Peeling paint at all roof fascia boards to be properly removed and wood encapsulated per lead abatement standards as required. All dry rot-damaged eave and fascia boards to be replaced. In all cases with wood, seal, prime and install two coats of paint to match existing conditions. Strip peeling paint at noted fascia boards or remove and replace dry rot-damaged eave and fascia boards. In all cases with wood, prime with encapsulate and paint to match existing conditions. Paint all fascia and trim throughout.1 LS $295,433 $217,298 $246,591 $295,000 A2 A) Verify and clear all roof drains servicing as downspouts. B)Install new galvanized wire mesh screen covers securely over pipe jacks, to prevent both vandalism and pest encroachment. C)Replace existing integral gutters and affected surrounding flashing (where noted) with appropriately-sized galv. gutters and similar connected flashing. Apply rust inhibitor to the inside of new gutters to prevent future oxidation. D) Install gutter screens at sloped roof-flat roof transition areas where applicable. E) Seal all electrical conduit penetrations with proper waterproofing methods.1 LS $18,567 $25,000 $11,700 $19,000 A3 A) If dry-rot or otherwise damaged underlayment and/or sheathing is discovered, then remove and replace damaged area. B)Remove and replace with like kind, any damaged soffit areas under roof overhangs, down to existing roof framing members, including at Upper Roof #1. Prime and paint affected soffit areas to nearest breaklines to match existing conditions. Removal and disposal of all visible dry rot at roof framing, along with framing member replacement must be confirmed with the City’s Project Engineer or Project Manager prior to removal and disposal.1 LS $8,000 $8,000 $13,000 $8,000 Base Bid Total $322,000 $250,298 $271,291 $322,000 PREPARED BY : Cecil R. Lectura, Engr Tech III CHECKED BY : Jimmy Y. Chen, Project Mgr Attachment C City of Palo Alto (ID # 9363) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Establishing GO Bond Tax Levy Title: Adoption of a Resolution Establishing Fiscal Year 2018 -19 Secured and Unsecured Property Tax Levy for the City of Palo Alto’s General Obligation Bond Indebtedness (Measure N) From: City Manager Lead Depar tment: Administrative Services Recommendation Adopt a resolution (Attachment A and Exhibit A) approving the establishment of the Fiscal Year 2019 property tax levy of $11.06 per $100,000 in Assessed Value (AV) for the secured and utility tax roll and $11.77 per $100,000 in AV for the unsecured tax roll for the City of Palo Alto's Measure N General Obligation Bond Library Bonds (First and Second Series). Background On November 4, 2008, City voters passed Measure N which gave the City authority to issue a maximum amount of $76,000,000 of General Obligation bonds (the "Bonds") for capital improvements to the Mitchell Park, Downtown, and Main libraries and to the Mitchell Park community center. The City successfully sold the Bonds in two series to provide $7 6 million in funds for the design and construction costs. Both Standard and Poor's (S&P) and Moody's awarded their highest credit ratings, Triple A, to both series of Bonds. On March 1, 2016, Council approved the decommissioning of the Library Bond Oversight Committee and accepted a financial report showing approximately $3.0 million in project savings (CMR: 6632). In addition, bond premium of $3.1 million could be used to redeem and/or defease bonds. On June 6, 2016, Council authorized the use of $6.1 million of the Series 2010A & 2013A General Obligation (Measure N) Bonds to defease and/or retire a portion of outstanding bonds and to pay associated redemption costs (CMR: 6993). To maximize savings to property owners the longest bonds were paid off; tot al savings of $11 million were realized which includes $4.9 million in interest savings over time. Of the $11 million, $5.4 million will be saved through FY 2040 while $5.6 million will be saved from FY 2041 through FY 2044. City of Palo Alto Page 2 Discussion Debt service payments on these Bonds are paid through ad valorem taxes on all taxable land and improvements (both secured and unsecured assessment roll) within the City. Staff is seeking Council approval of the attached resolution (Attachment A and Exhibit A) which authorizes the placement of an ad valorem property tax levy in the amount of $0.01 106 per $100 or $11.06 per $100,000 in AV for the secured tax roll; and $0.01177 per $100 or $11.77 per $100,000 in AV for the unsecured tax roll. In comparison, prior years secured and unsecured tax levy was $11.77 and $12.90, respectively, per $100,000 of AV. The assessment rate for FY 2018-19 is decreasing for both the secured and unsecured property taxes. The rate decreases is attributable to the rise in the Assessed Valuation for properties throughout Palo Alto by 7.4 percent, an increase of $2.4 billion. In addition, the rise in Assessed Valuation during FY 2017-18, due to property sales and new construction, resulted in $0.4 million in excess collections which further reduced the FY 2019 annual assessment. As for the unsecured property taxes, per the County of Santa Clara’s methodology, the prior year’s secured tax rate becomes this year’s unsecured tax rate as a result this rate won’t benefit from the coming year’s Assessed Value increase until FY 2019-20. With the new assessment for FY 2019, a house with an assessed value of $1.0 million, for example, would see an annual assessment of $110.60 on their property tax bill. In FY 2018, a $1.0 million home had an assessment of $117.70. Resource Impact The bond issuances result in a 2019 calendar year debt service expenditure of approximately $4.5 million and Council approval of the attached resolution will result in ad valorem tax levy revenue of $4.1 million with the $0.4 million difference attributable to available funds on hand. Again, secured and unsecured property owners will see a levy of $11.06 and $11.77, respectively, per $100,000 of AV on their 2018-19 property tax statement. Environmental Review There is no environmental review required for this report. Attachments: Attachment A: Resolution Establishing FY 2018-19 Property Tax Levy Exhibit A: General Obligation Bonds, Election of 2008, Series 2010 Tax Rate Calculation Based on 2018-19 AV 1 Attachment A ***Not Yet Approved*** Resolution No. Resolution of the Council of the City of Palo Alto Establishing Fiscal Year 2019 Property Tax Levy of $11.06 Per $100,000 of Secured and $11.77 Per $100,000 of Unsecured Assessed Valuations for the City’s General Obligation Bond Indebtedness (Measure N Library Projects) R E C I T A L S A. At the City of Palo Alto’s (“City”) general election held on November 4, 2008, more than two thirds of voters approved Measure N, authorizing the issuance of general obligation bonds in the amount not to exceed $76,000,000 (the “Authorization”) to fund construction of a new Mitchell Park Library and Community center and renovation and improvements to Downtown and Main libraries. B. Pursuant to the Authorization, the City issued two series (Series 2010A and 2013A) of general obligation bonds in June 2010 and June 2013 that yielded $75.8 million for project needs. C. The City is obligated to levy ad valorem taxes on all property within the City subject to taxation by the City, without limitation on rate or amount (except with respect to certain personal property which is taxed at limited rates), for the payment of the debt service on the Bonds. D. The City is obligated to direct the County of Santa Clara to collect such ad valorem taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service on the Bonds. E. The amount of the annual ad valorem tax levied by the City to repay the Bonds is determined by the relationship between the assessed valuation of taxable property in the City and the amount of debt service due on the bonds. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Pursuant to the Authorization, an ad valorem property tax is hereby established to be levied on all land and improvements in the City of Palo Alto during fiscal year 2018‐19 in the amount of $0.01106 per $100 in assessed value for the secured and utility tax roll and $0.01177 per $100 in assessed value for the unsecured tax roll based on the calculations set forth in the attached Exhibit "A". SECTION 2. The City’s Director of Administrative Services shall cause a certified copy of this Resolution to be delivered to the Auditor of the County of Santa Clara for entry in the assessment book of the respective sums in dollars and cents. 2 ***Not Yet Approved*** SECTION 3. The Council finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: City Attorney City Manager Director of Administrative Services A) Assessed Valuations (AV) 1 ) 2018-19 Taxable Secured Assessed Valuation (AV) 34,898,631,911$ 2 ) 2018-19 Taxable Unsecured AV 1,902,781,228$ 3 ) Less: Estimated Delinquency 0.00% -$ 4 ) Net Taxable Unsecured AV 1,902,781,228$ 5 ) Total Assessed Valuation (AV)36,801,413,139$ B) Tax Levy Requirement 5 ) 2018-19 Debt Service Payments 6 ) 2010 GO Bonds - February 1,2019 1,044,959.38$ 7 ) 2010 GO Bonds - August 1, 2019 2,334,959.38 3,379,919 8 ) 2013 GO Bonds - February 1,2019 328,900.00$ 9 ) 2013 GO Bonds - August 1, 2019 763,900.00 1,092,800.00 10 ) Total Calendar Year 2019 Debt Service Payments 4,472,718.76 11 ) Excess Funds on Hand Applied Toward Debt Service (400,000.00) 12 ) Sub-total 4,072,718.76 13 ) Santa Clara County Administration Fee (0.25% of Principal & Interest) 10,181.80 14 )Total 2018-19 Annual Debt Service Requirement 4,082,900.56 C)Secured and Unsecured Tax Rate 15 )2018-19 Unsecured Tax Rate per $100 of Unsecured AV (Prior Year's Secured Tax Rate) 0.01177$ 16 )2018-19 Unsecured Tax Rate per $100,000 of Unsecured AV 11.77$ 17 ) 2018-19 Estimated Revenue from Unsecured AV (line 4 divide by 100 times by line 12) 223,957.35$ 18 ) 2018-19 Estimated Revenue from Secured AV (line 11 minus line 13) 3,858,943.21 19 ) Total 2018-19 Annual Debt Service Requirement 4,082,900.56$ 20 )2018-19 Secured Tax Rate per $100 of Secured AV (line 14 divided by line 1*100) 0.01106$ 21 )2018-19 Secured Tax Rate per $100,000 of Secured AV (line 14 divided by line 1 times 100,000) 11.06$ Exhibit A City of Palo Alto General Obligation (GO) Bonds, Election of 2008, Series 2010 and 2013 Tax Rate Calculation Based on 2018-19 Assessed Values City of Palo Alto (ID # 9367) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Wastewater Treatment Plant Alkalinity Chemical Blanket Purchase Order Title: Approval of a Blanket Purchase Order With Hill Brothers Chemical Company for a One -year Period in an Amount Not-to-Exceed $464,405 for Bulk Magnesium Hydroxide Slur ry for the Regional Water Quality Control Plant, With the Option to Renew for two Additional One -year Periods Not-to- Exceed $464,405 per Year Subject to Consumer Price Index (CPI) Increases From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to approve a blanket purchase order (BPO) with Hill Brothers Chemical Company (Hill Brothers) for a period of one year not to exceed $464,405 for bulk magnesium hydroxide slurry delivered and off-loading at the Regional Water Quality Control Plant; and 2. Authorize the City Manager or his designee to exercise up to two (2) one- year options to renew the BPO with funding not to exceed $464,405 in each of the option years as increased by the local Consumer Price Index. Background Due to ammonia concentration increase in incoming sewage at the Palo Alto Regional Water Quality Control Plant (“Plant”), magnesium hydroxide (Mg(OH)2) must be added as a form of additional alkalinity to consistently meet discharge permit requirements. Without this alkalinity chemical addition, violations of pH and ammonia limits would be expected. These violations would result in mandatory fines and state regulatory action against the City. City of Palo Alto Page 2 The Plant discharges treated wastewater to San Francisco Bay. The discharge is regulated through a discharge permit issued by the California Regional Water Quality Control Board, the principal regulatory agency. Although a gradual increase in the Plant’s incoming wastewater strength has been occurring over decades, the more rigorous water conservation efforts in recent years have resulted in more rapid increases. Due to the lower flow and increased sewage strength, the Plant must augment the treatment process with an alkalinity chemical to consistently meet permit limits. The Plant oxidizes ammonia, resulting in the production of nitric acid. The creation of nitric acid reduces the pH of the Plant’s effluent and impacts the effectiveness of ammonia oxidation. In the past, the influent sewage contained enough buffering capacity to counteract the nitric acid. Unfortunately, due to the increase in sewage strength and decrease in influent flows, the buffering capacity is not great enough to counteract the acid production. This has resulted in pH levels below the Plant’s permit limit of a minimum pH of 6.5. These violations occurred once in November 2014 and again in December 2014. The City received a Cease and Desist Order (Attachment A) from the RWQCB on February 11, 2015. As a result of the pH violations, City staff studied various changes to the treatment process and found adding Mg(OH)2 to be the most effective and cost efficient option. Mg(OH)2 has been added to supplement alkalinity since 2014. Consequently, the City is in compliance with all requirements of the Cease and Desist Order, meeting all pH limits with no violations. Staff consulted with industry experts, chemical suppliers and technical experts regarding alternative chemical treatment methods. Mg(OH)2 is the most safe and cost effective product available at this time. Additionally, Mg(OH)2 has no negative impacts on the recycled water produced at the Plant. Since the original system was installed, staff reviewed alternative chemical addition methods. Staff found that calcium hydroxide slurry, Ca(OH), would also be effective. However, more of the Ca(OH) slurry is required based on stoichiometric differences with Mg(OH)2. Council approved a BPO with Hill Brothers for Mg(OH)2 on November 30, 2015 (see SR ID # 6183). A pricing comparison of the prior BPO (FY2016 to FY2018) to this proposed BPO is shown below: City of Palo Alto Page 3 FY2016 - $2.55 / gallon FY2017 - $2.63 / gallon FY2018 - $2.71 / gallon FY2019 - $2.84 / gallon (NEW) Due to the ongoing need for alkalinity chemical, a BPO for alkalinity chemical is still needed. Staff anticipates that the need for chemical addition will continue even in the absence of a drought, given the higher concentration of ammonia in plant influent due to water conservation. Discussion A Request for Quotation (RFQ) for the purchase of bulk Ca(OH) and/or Mg(OH)2 slurry was issued on May 22, 2018. The solicitation was sent to seven vendors. Three responses were received. These bids are included in Attachment B. The responsive bidder quoted a unit price of $2.84 per gallon of Mg(OH)2 for bulk deliveries (about 4,000 gallons). This unit price was based on an estimated annual usage quantity of 111,000 gallons of Mg(OH)2. During the term of the BPO, an annual usage of 150,000 gallons of Mg(OH)2 may be needed in a drought, especially with more use in late dry season and less in wet season. Increased use in a drought does not have any impact on the unit price. Per the RFQ specifications, the quantities stated in the RFQ and BPO are approximate and may be increased or decreased to conform to the needs of the Plant. Based on the RFQ, the price for the first year of the BPO is fixed. If needed, the Plant has the option to extend the purchase order at an increase per unit for two 12-month periods pursuant to the Consumer Price Index for Urban Wage Earners and Clerical Workers in the San Francisco-Oakland-San Jose, CA area (typically about 2.75%). The alkalinity chemical purchased under this BPO will help the Plant comply with regulatory limits. Summary of Request for Quotation Process Proposal Name/Number Request for Quotation (RFQ172042) Alkalinity Chemical Proposed Length of Blanket Purchase Order One year with two one-year options to renew for a total of 3 years if both options are used City of Palo Alto Page 4 Number of Bidders Contacted 7 Total Days to Respond to RFQ 14 Pre-Quotation Meeting No Number of Quotations Received 3 Quotation Price Range (9.25% sales tax) Low: 110,000 gallons of Mg(OH)2 High: 212,118 gallons of Ca(OH) Low: $2.84 per gallon ($341,297.00) High: $2.10 per gallon ($486,651.72) It takes about twice as much Ca(OH) as Mg(OH)2 to provide the same amount of alkalinity for the process reactions. When this ratio is taken into account, the contract cost for the amount of Mg(OH)2 needed is lower, despite its higher cost per gallon. Staff reviewed the quotations submitted on June 4, 2018. Based on the total cost of Hill Brothers being lower (i.e., $341,297.00 vs. $486,651.72), the quotation evaluation resulted in the selection of Hill Brothers. Hill Brothers has a record of reliable performance with the plant, having supplied Mg(OH)2 since 2014. Resource Impact Funds for the first year of the contract have been appropriated in the FY 2019 Wastewater Treatment Enterprise Fund under supplies and materials in the operations cost center. Funds for contract years two and three are contingent upon Council approval of the budget for each subsequent year. Budget estimates for chemical addition in a regular year are about $341,000 per year; however, given the potential severity of a future drought during the term of the BPO and the increased concentration of ammonia in the influent, the Wastewater Treatment Fund may require a budget amendment in later years to ensure adequate funds are available to fund the difference between the budget and the annual BPO approved amount of $464,405. The department would return to Council if a budget amendment is needed in the future. Policy Implications Authorization of this project does not represent a change in existing City policies. Environmental Review The recommended action is exempt from review under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301 (b), which City of Palo Alto Page 5 includes operation of publicly-owned wastewater facilities involving negligible or no expansion. Attachments: Attachment A - Cease and Desist Order Attachment B - Bids Results and Summary City of Palo Alto 1 Cease and Desist Order Regional Water Quality Control Plant No. R2-2015-0011 California Regional Water Quality Control Board San Francisco Bay Region Cease and Desist Order No. R2-2015-0011 City of Palo Alto Palo Alto Regional Water Quality Control Plant Palo Alto, Santa Clara County WHEREAS the California Regional Water Quality Control Board, San Francisco Bay Region (Regional Water Board), finds that: Background 1. The City of Palo Alto (Discharger) owns and operates the Palo Alto Regional Water Quality Control Plant located at 2501 Embarcadero Way, Palo Alto. The plant treats domestic, commercial, and industrial wastewater from the East Palo Alto Sanitary District, Stanford University, and the cities of Palo Alto, Mountain View, Los Altos, and Los Altos Hills. It has a dry weather design capacity of 39 million gallons per day (MGD). 2. Plant treatment processes consist of screening, grit removal, primary sedimentation, and two- stage secondary treatment with fixed film reactors and activated sludge aeration basins, followed by clarifiers, dual-media filtration, and ultraviolet disinfection. 3. On June 11, 2014, the Regional Water Board adopted Order No. R2-2014-0024, which reissued NPDES Permit No. CA0037834 (Permit) that regulates plant discharges to South San Francisco Bay and Matadero Creek. 4. The Permit authorizes discharges subject to certain effluent limitations and other requirements, including limitations on ammonia and pH, among other parameters. 5. Nitrification to remove ammonia occurs in the activated sludge aeration basins and is necessary for the Discharger to comply with the Permit’s ammonia effluent limitations. Nitrification also serves as a basis to justify the Discharger’s exception to Basin Plan Discharge Prohibition 1 (Basin Plan Table 4-1), which is necessary if the plant is to continue discharging to the shallow waters of South San Francisco Bay and Matadero Creek. 6. Influent ammonia concentrations and total ammonia loads arriving at the plant have increased. From 2005 to 2014, influent ammonia concentrations have increased 58 percent, from 24 to 38 mg/L, and influent ammonia loads have increased by 17 percent, from 2,300 to 2,700 kg/day. From 2009 through 2014, ammonia concentrations increased in all trunklines. Correlated data suggest that the ammonia increases can be attributed to a combination of increased water conservation, population growth, and increase in employment in the service area (Trunkline Ammonia Evaluation and Impact on Treatment Plant Process, 2009-2014, December 8, 2014). 7. Nitrifying micro-organisms in the activated sludge aeration basins produce nitric acid as a byproduct of nitrification. This acid lowers aeration basin pH and, consequently, the final City of Palo Alto 2 Cease and Desist Order Regional Water Quality Control Plant No. R2-2015-0011 effluent pH. As influent ammonia concentrations and loads have increased, the pH of the final effluent has decreased. Purpose of this Order 8. A discharge is taking place or threatening to take place in violation of the Permit’s pH effluent limitations; therefore, this Order requires the Discharger to take specific actions to comply with the Permit. 9. The Permit contains an instantaneous minimum pH effluent limitation of 6.5 and an instantaneous maximum pH effluent limitation of 8.5. 10. On both November 30 and December 1, 2014, the Discharger reported that the effluent pH was 6.4, twice violating the minimum effluent limitation of 6.5. 11. During the 365 days from January 1 through December 31, 2014, the effluent pH equaled the instantaneous minimum effluent limitation of 6.5 56 times (15 percent of the time). The number of recent violations and near-violations suggests a worsening trend. In November 2014, the pH equaled or was less than the minimum effluent limitation more than 50 percent of the time. Future pH effluent limitation violations appear likely. Cease and Desist Order Authority 12. Water Code section 13301 authorizes the Regional Water Board to issue a cease and desist order when it finds that a waste discharge is taking place, or threatening to take place, in violation of Regional Water Board requirements. 13. Pursuant to Water Code section 13385(j)(3), mandatory minimum penalties required by Water Code sections 13385(h) and (i) do not apply when a discharger complies with a cease and desist order issued on or after July 1, 2000, pursuant to Water Code section 13301 if all of the following conditions are met: a. The cease and desist order specifies actions the discharger must take to correct the violations that would otherwise be subject to mandatory minimum penalties; b. The discharger is unable to consistently comply with the effluent limitations for at least one of the following reasons: i. The limitations are new, more stringent, or modified regulatory requirements, and new or modified control measures cannot be put into operation within 30 calendar days; ii. New methods for detecting or measuring a pollutant demonstrate that new or modified control measures are necessary and cannot be put into operation within 30 calendar days; iii. Unanticipated changes in the quality of the water supply available to the discharger cause unavoidable changes in the composition of the waste discharge, the changes in the composition of the waste discharge cause the inability to comply with the limitations, no alternative water supply is reasonably available, and new or modified City of Palo Alto 3 Cease and Desist Order Regional Water Quality Control Plant No. R2-2015-0011 measures to control the composition of the discharge cannot be designed, installed, and put into operation within 30 calendar days; or iv. The discharger is a publicly-owned treatment works located in Orange County that meets certain requirements; c. The Regional Water Board establishes a time schedule of no more than five years for bringing the discharge into compliance (The time schedule must be as short as possible, taking into account the technological, operational, and economic factors that affect the design, development, and implementation of the control measures necessary to comply with the effluent limitations. If the time schedule exceeds one year, it must include interim requirements and the dates for their achievement. The interim requirements must include effluent limitations for the pollutants of concern and actions and milestones leading to compliance with the limitations.); and d. The discharger is required to prepare and implement a pollution prevention plan pursuant to Water Code section 13263.3. 14. Provided that this Order is complied with, Water Code section 13385(j)(3) criteria for mandatory minimum penalties are met as follows: a. This Order establishes tasks and time schedules for the Discharger to complete necessary investigative, preventive, and remedial actions to address its imminent and threatened violations. b. The Discharger cannot consistently comply with the pH effluent limitations due to unanticipated and unavoidable changes in influent quality. Providing an alternate water supply is infeasible and would not affect ammonia loads. New or modified measures to control the effluent pH cannot be designed, installed, and put into operation within 30 calendar days. c. The time schedule in this Order is as short as possible, accounting for uncertainty in how quickly measures necessary to achieve compliance can be implemented. The time schedule is based on reasonably expected times needed to test, select, and implement plant improvements. The Regional Water Board may revisit these assumptions as more information becomes available. The time schedule exceeds one year but provides less than five years to achieve compliance. This Order requires the Discharger to comply with interim requirements by specified dates and includes an interim effluent limitation to ensure that the Discharger maintains at least its existing performance while completing required tasks. d. The Discharger has prepared and currently implements a pollution prevention plan in accordance with Permit requirements. The plan contains the elements listed in Water Code section 13263.3(d)(3). This Order requires continued implementation of the existing pollution prevention plan. City of Palo Alto 4 Cease and Desist Order Regional Water Quality Control Plant No. R2-2015-0011 15. This Order is an enforcement action and, as such, is exempt from the provisions of the California Environmental Quality Act (Pub. Res. Code § 21000 et seq.) in accordance with California Code of Regulations title 14, section 15321. 16. The Regional Water Board has notified the Discharger and interested persons of its intent to consider adoption of this Order and provided an opportunity to submit written comments and appear at a public hearing. The Regional Water Board, in a public hearing, heard and considered all comments. IT IS HEREBY ORDERED, in accordance with Water Code section 13301, that the Discharger shall cease and desist from discharging and threatening to discharge wastes in violation of the Permit (Order No. R2-2014-0024) and comply with the following provisions: 1. Interim Effluent Limitation and Requirements. The Discharger shall comply with the following interim effluent limitation and requirements: a. The Discharger shall comply with an interim instantaneous minimum pH effluent limitation of 6.0. Compliance shall be measured at Monitoring Location EFF-001 as described in Permit Attachment E. b. The Discharger shall complete the prescribed actions listed in Table 1, below, in accordance with the time schedule provided therein to achieve compliance with Permit requirements. The Discharger shall revise deliverables to incorporate any comments the Executive Officer may make to ensure that the deliverables are adequate and acceptably comply with the requirements of this Order. The Discharger shall implement all actions set forth for each deliverable. c. The Discharger shall continue to implement the pollution prevention plan as required by Permit section VI.C.3. Table 1 Time Schedule and Prescribed Actions Task Compliance Date a. Submit pH Control Plan: Submit a plan for controlling pH and complying with the pH effluent limitation of the Permit using chemical addition through a chemical delivery system, or using alternate means, and report on performance efforts to date. April 1, 2015 b. Submit Preliminary Engineering Report and Schedule: Develop engineering plans to implement the actions in Task “a” and submit a Preliminary Engineering Report describing them. The Preliminary Engineering Report shall include preliminary design details, cost estimates, and a schedule for each action. The schedule shall include dates for completion and descriptions of at least the following milestones: i. Secure funding ii. Complete bench tests, if necessary iii. Complete final design details iv. Commence construction v. Complete construction vi. Complete pilot tests, if necessary vii. Commence full scale operation June 1, 2015 City of Palo Alto 5 Cease and Desist Order Regional Water Quality Control Plant No. R2-2015-0011 Task Compliance Date c. Implement Plan and Report on Progress: Implement the plan described in Task “a” in accordance with the report and schedule described in Task “b” and incorporate any changes the Executive Officer may provide. Submit monthly and annual status reports that describe progress and summarize planned changes. Reports shall evaluate whether the Discharger is on track to successfully bring the discharge into compliance with the Permit’s pH effluent limitations. If not, the Discharger shall identify additional measures to further control pH and implement them. Report with Permit-required self-monitoring reports beginning July 30, 2015 d. Achieve Compliance with pH Effluent Limitations: Submit documentation confirming complete implementation of the plans required by tasks “a” and “b” and achieve full compliance with the pH effluent limitations as established in Permit section IV.A. April 1, 2017 2. Consequences of Non-Compliance. If the Discharger fails to comply with the provisions of this Order, it may be subject to enforcement action(s), including, but not limited to, administrative or judicial civil liability. 3. Force Majeure. If the Discharger is delayed, interrupted, or prevented from meeting the provisions and time schedule of this Order due to a force majeure*, the Discharger shall notify the Executive Officer in writing within ten days of the date that the Discharger first knows of the force majeure. The Discharger shall demonstrate that timely compliance with the Order or any affected deadlines will be actually and necessarily delayed and that it has taken measures to avoid or mitigate the delay by exercising all reasonable precautions and efforts, whether before or after the occurrence of the force majeure. 4. Mandatory Minimum Penalties. Violations of the Permit instantaneous minimum pH effluent limitation shall not be subject to the mandatory minimum penalties required by Water Code sections 13385(h) and (i) as long as the Discharger complies with the requirements of this Order. If the Discharger fails to comply with this Order, including, but not limited to, the interim pH effluent limitation, the Discharger shall be subject to mandatory minimum penalties for all Permit pH violations for the entire calendar month during which the non-compliance occurs. If the Discharger returns to full compliance with this Order, Permit pH violations shall again not be subject to mandatory minimum penalties as of the first day of the month following the return to full compliance. 5. Effective Date. This Order shall be effective immediately upon Regional Water Board adoption. * A “force majeure” is an event that could not have been anticipated by and is beyond the control of the Discharger, such as an act of God; earthquake, flood, or other natural disaster (not including the ongoing drought, which is a known condition); civil disturbance; fire or explosion; declared war within the United States; or embargo. “Force majeure” does not include delays caused by funding, contractor performance, equipment delivery and quality, weather, permitting, other construction-related issues, CEQA challenges, initiative litigation, or adverse legislation. City of Palo Alto 6 Cease and Desist Order Regional Water Quality Control Plant No. R2-2015-0011 I, Bruce H. Wolfe, Executive Officer, do hereby certify the foregoing is a full, true, and correct copy of an order adopted by the California Regional Water Quality Control Board, San Francisco Bay Region, on February 11, 2015. Bruce H. Wolfe Executive Officer Unit Prices Item Num Description Unit of Measure Quantity Lhoist North America of Arizona Univar USA Inc Hill Brothers Chemical Company 01 ‐ Bid Schedule A Bulk Magnesium Hydroxide gallons 110,000 no bid no bid $2.84 01 ‐ Bid Schedule B Bulk Calcium Hydroxide gallons 212,218 $2.10 $1.96 no bid Line Totals Item Num Description Unit of Measure Quantity Lhoist North America of Arizona Univar USA Inc Hill Brothers Chemical Company 01 ‐ Bid Schedule A Bulk Magnesium Hydroxide gallons 110,000 no bid no bid $341,297.00 01 ‐ Bid Schedule B Bulk Calcium Hydroxide gallons 212,218 $486,881.15 $454,422.40 no bid BID RANK: HIGH MID LOW Attachment B Bid Results for Alkalinity Chemical (RFQ172042) City of Palo Alto (ID # 9403) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Response to Grand Jury Report on Mental Health Training Title: Approval of Response to the Grand Jury Report on Law Enforcement Mental Health Training From: City Manager Lead Department: Police Recommendation Staff recommends that Council review, provide input, and approve the following response to the 2017-2018 Santa Clara County Civil Grand Jury Report entitled, “Police and Mentally Ill: Improving Outcomes” (“Grand Jury Report”). A copy of the response is included as Attachment A. Background On May 9, 2018, the Civil Grand Jury of Santa Clara County released the Grand Jury Report which surveyed various municipal law enforcement jurisdictions in Santa Clara County to determine their respective mental health training policies. A copy of the Grand Jury Report is included as Attachment B. Discussion The Grand Jury Report culminates in five (5) findings and nine (9) recommendations (see pages 14 thru 16 of the Report). Five (5) of those recommendations related to increased law enforcement training in the area of mental health going forward. The following discussion responds to those recommendations. Recommendation 1 - Law enforcement agencies submitting AB 71-required data should report, to the extent possible, whether mental illness was involved in their use of force data, starting in 2019. This applies to all the agencies reviewed by the Grand Jury, which are the Santa Clara County Sheriff’s Office, the Sunnyvale Department of Public Safety and the following law enforcement agencies: Campbell, Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose and Santa Clara. City of Palo Alto Page 2 Response to Recommendation 1 - Agree. Recommendation 2A - The law enforcement agencies of Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and the Santa Clara County Sheriff’s Office, should prepare a plan to ensure that all their officers receive POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, by the end of calendar 2018. Response to Recommendation 2A - It is already the policy of the Department to provide Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, to every officer as soon as is practicable after hire. All but four Palo Alto Police officers have already received the above-prescribed POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy; a plan is already in place for the remaining four officers to receive the training in the very near future. Recommendation 2B - The law enforcement agencies of Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and Santa Clara County Sheriff’s Office, should provide funding for their law enforcement agencies to complete POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, by June 30, 2019. Response to Recommendation 2B - It is already the policy of the Department to provide funding on an annual basis dedicated to POST approved Crisis Intervention Training and De-escalation Training, beyond the training included in the POST Basic Police Academy. Police Department staff will continue to dedicate funding in the Fiscal Year 2019 -20 budget to allow any not-yet- trained officers (and as many dispatchers as practicable) to complete POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, as part of the department training plan. Recommendation 2C - The following law enforcement agencies should execute their plan to ensure that all officers receive POST-approved Crisis Intervention Training and De-Escalation technique training, beyond training included in the POST Basic Police Academy, by June 30, 2020: Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and the Santa Clara County Sheriff’s Office. Response to Recommendation 2C - It is already the policy of the Department to provide Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, to every officer as soon as is practicable after hire. All but four Palo Alto Police officers have already received the above-prescribed POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy; a plan is already in place for the remaining four officers to receive the training in the very near future. As part of the 2018 POST PSP training cycle, all officers City of Palo Alto Page 3 already completed a two-hour Tactical Communications training block, which included elements of crisis intervention training and concepts. Crisis Intervention Training (to include mental health awareness, tactical communication, and de-escalation techniques) is on the Department’s POST Perishable Skills Program (PSP) training cycle that starts on January 1, 2019 and ends December 31, 2020. Recommendation 2D - The following law enforcement agencies should include Crisis Intervention Training and De-Escalation technique training in their Continuing Professional Perishable Skills and Communications training: Santa Clara County Sheriff’s Office, the Sunnyvale Department of Public Safety and the following law enforcement agencies: Campbell, Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose and Santa Clara. Response to Recommendation 2D - It is already the practice of the Department to include Crisis Intervention Training and De-Escalation technique training in its Continuing Professional Perishable Skills and Communications training. As part of the 2018 POST PSP training cycle, all officers – and some dispatchers and parking enforcement office rs – already completed a two- hour Tactical Communications training block, which included elements of crisis intervention training and concepts. Crisis Intervention Training (to include mental health awareness, tactical communication, and de-escalation techniques) is on the Department’s POST Perishable Skills Program (PSP) training cycle that starts on January 1, 2019 and ends December 31, 2020. All officers, and as many dispatchers and parking enforcement officers as is practicable, will receive additional training during this cycle. Resource Impact Police Department staff will examine the training budget and make recommendations for funding in the Fiscal Year 2019-20 budget which will allow any not-yet-trained officers (and as many dispatchers as practicable) to complete POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, as part of the department training plan. Policy Implications This report is consistent with the Palo Alto Police Department’s Policy of “endeavor[ing] to provide Peace Officer Standards and Training (POST)-approved advanced officer training on interaction with mentally disabled persons, 5150 commitments and crisis intervention.” Environmental Review There is no environmental review required for this report. Attachments: ATTACHMENT A - Draft Response to Grand Jury ATTACHMENT B - Grand Jury Final Report May 2018 POLICE DEPARTMENT 275 Forest Avenue Palo Alto, CA 94301 650.329.2406 August 14, 2018 Honorable Patricia Lucas Santa Clara County Superior Court 191 North First Street San Jose, CA 95113 via US Mail Judge Lucas, Attached please find the City of Palo Alto’s response to the Santa Clara County Civil Grand Jury’s Final Report, entitled “Police and the Mentally Ill: Improving Outcomes” (published on May 9, 2018) as required by CA Government Code §§ 933(c) & 933.05(a) & (b). Should you have any questions or concerns regarding the enclosed document, please feel free to call me at (650) 329‐2103. Sincerely, Robert Jonsen Chief of Police Palo Alto Police Department Response to Grand Jury Findings and Recommendations Finding 1 – The County’s AB 71‐required criminal justice reporting surpasses that of many nationwide. However, the presence of mental illness in a given incident report is not mandated by AB 71. Reporting this data would assist law enforcement agencies in understanding the relationship between mental illness and officer‐involved shootings and help in revising their training programs. Response to Finding 1 – Agree. Finding 2 – The Grand Jury found that training in crisis intervention and de‐escalation techniques beyond what is included in the POST Basic Police Academy helps improve the outcome of law enforcement contacts with the mentally ill. Response to Finding 2 – Agree Recommendation 1 ‐ Law enforcement agencies submitting AB 71‐required data should report, to the extent possible, whether mental illness was involved in their use of force data, starting in 2019. This applies to all the agencies reviewed by the Grand Jury, which are the Santa Clara County Sheriff’s Office, the Sunnyvale Department of Public Safety and the following law enforcement agencies: Campbell, Gilroy, Los Altos, Los Gatos‐Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose and Santa Clara. Response to Recommendation 1 ‐ Agree. Recommendation 2A ‐ The law enforcement agencies of Gilroy, Los Altos, Los Gatos‐Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and the Santa Clara County Sheriff’s Office, should prepare a plan to ensure that all their officers receive POST‐approved Crisis Intervention Training and De‐Escalation technique training, beyond the training included in the POST Basic Police Academy, by the end of calendar 2018. Response to Recommendation 2A ‐ It is already the policy of the Department to provide Crisis Intervention Training and De‐Escalation technique training, beyond the training included in the POST Basic Police Academy, to every officer as soon as is practicable after hire. All but four Palo Alto Police officers have already received the above‐prescribed POST‐approved Crisis Intervention Training and De‐Escalation technique training, beyond the training included in the POST Basic Police Academy; a plan is already in place for the remaining four officers to receive the training in the very near future. Recommendation 2B ‐ The law enforcement agencies of Gilroy, Los Altos, Los Gatos‐Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and Santa Clara County, should provide funding for their law enforcement agencies to complete POST‐approved Crisis Intervention Training and De‐Escalation technique training, beyond the training included in the POST Basic Police Academy, by June 30, 2019. Response to Recommendation 2B ‐ It is already the policy of the Department to provide funding on an annual basis dedicated to POST approved Crisis Intervention Training and De‐escalation Training, beyond the training included in the POST Basic Police Academy. Police Department staff will continue to dedicate funding in the Fiscal Year 2019‐20 budget to allow any not‐yet‐trained officers (and as many dispatchers as practicable) to complete POST‐approved Crisis Intervention Training and De‐ Escalation technique training, beyond the training included in the POST Basic Police Academy, as part of the department training plan. Recommendation 2C ‐ The following law enforcement agencies should execute their plan to ensure that all officers receive POST‐approved Crisis Intervention Training and De‐Escalation technique training, beyond training included in the POST Basic Police Academy, by June 30, 2020: Gilroy, Los Altos, Los Gatos‐Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and the Santa Clara County Sheriff’s Office. Response to Recommendation 2C ‐ It is already the policy of the Department to provide Crisis Intervention Training and De‐Escalation technique training, beyond the training included in the POST Basic Police Academy, to every officer as soon as is practicable after hire. All but four Palo Alto Police officers have already received the above‐prescribed POST‐approved Crisis Intervention Training and De‐Escalation technique training, beyond the training included in the POST Basic Police Academy; a plan is already in place for the remaining four officers to receive the training in the very near future. As part of the 2018 POST PSP training cycle, all officers already completed a two‐hour Tactical Communications training block, which included elements of crisis intervention training and concepts. Crisis Intervention Training (to include mental health awareness, tactical communication, and de‐ escalation techniques) is on the Department’s POST Perishable Skills Program (PSP) training cycle that starts on January 1, 2019 and ends December 31, 2020. Recommendation 2D ‐ The following law enforcement agencies should include Crisis Intervention Training and De‐Escalation technique training in their Continuing Professional Perishable Skills and Communications training: Santa Clara County Sheriff’s Office, the Sunnyvale Department of Public Safety and the following law enforcement agencies: Campbell, Gilroy, Los Altos, Los Gatos‐Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose and Santa Clara. Response to Recommendation 2D ‐ It is already the practice of the Department to include Crisis Intervention Training and De‐Escalation technique training in its Continuing Professional Perishable Skills and Communications training. As part of the 2018 POST PSP training cycle, all officers – and some dispatchers and parking enforcement officers – already completed a two‐hour Tactical Communications training block, which included elements of crisis intervention training and concepts. Crisis Intervention Training (to include mental health awareness, tactical communication, and de‐ escalation techniques) is on the Department’s POST Perishable Skills Program (PSP) training cycle that starts on January 1, 2019 and ends December 31, 2020. All officers, and as many dispatchers and parking enforcement officers as is practicable, will receive additional training during this cycle. avo POLICE AND THE MENTALLY ILL: IMPROVING OUTCOMES 2017 -2018 Civil Grand Jury of Santa Clara County M ay 9, 2018 1 POLICE AND THE MENTA LLY ILL TABLE OF CONTENTS Summary ………………………………………….... 2 Background ……………………………………...…. 2 Methodology ............................................... 4 Discussion ……………………………………........ 4 Findings and Recommendations .................... 14 References .................................................. 17 Authentication ............................................. 18 2 POLICE AND THE MENTA LLY ILL SUMMARY In Santa Clara County during 2013-2017, 31 people died as a result of officer involved shootings. Nine of the 31 suffered from mental illness, and in some of those encounters police used deadly force against unarmed citizens. Local law enforcement agencies are under scrutiny whenever deadly force is used. This report examines the circumstances around law enforcement officers using deadly force against citizens who were in a mental health crisis, whether or not they were committing a crime. The key focus of this report is law enforcement mental health training policies. In its examination of the 31 fatal Officer Involved Shootings (OIS) within Santa Clara County during 2013-2017, the Santa Clara County Civil Grand Jury (Grand Jury) learned that the Santa Clara County District Attorney (DA) had determined 28 of the OIS incidents to be justifiable under California Criminal Law. The DA was still reviewing the other three cases as of this report. The Grand Jury found that major efforts have been undertaken in the County to train law enforcement officers in recognizing and dealing with people in mental health crisis and to provide “in the field” mental health professionals who can respond to these events. The Grand Jury, however, feels there is room for improvement in the depth of training, the number of officers trained, current Crisis Intervention Training (CIT) class protocols and the deployment of “in the field” mental health professional teams. BACKGROUND In Santa Clara County, if you dial 911 to report a life-threatening health emergency involving a loved one in your home or a stranger in a public setting, the local fire department and ambulance are dispatched on an Emergency Medical Service. The fire service is responsible for overall scene management; this includes the provision of first-response Basic Life Support or Advanced Life Support services prior to the arrival of the ambulance. If, on the 3 POLICE AND THE MENTA LLY ILL other hand, that call to 911 involves a mental health crisis — often involving your or somebody else’s loved one — it is the law enforcement community that must respond, safely intervene, de-escalate and provide an appropriate outcome for citizens who may be in crisis. Law enforcement officers have a difficult challenge in responding to these situations, especially where citizens are not committing any criminal acts. In the 31 deadly encounters with citizens experienced by County law enforcement agencies during 2013-2017, at least nine1 involved individuals known to have been suffering from a mental illness or crisis. In 2017, police in the County’s largest city, San Jose, faced eight deadly encounters, seven of which reportedly involved individuals with a mental illness.2 The San Jose Police Department (SJPD) reports that 15% of all calls for law enforcement involve some element of behavioral health. A Santa Clara County Sheriff’s Office (SO) representative reports an average of two to three mental illness calls daily, though not all are criminal in nature, and five to 10 arrests per month involving individuals with mental illness. Law enforcement officials say these types of calls have become more frequent. A variety of mental health training courses are available to police agencies in the County that expose officers to mental health syndromes and crisis recognition, de-escalation techniques, and community resources. All local law enforcement agencies within the County mandate some form of mental health training. The level and type of mandated crisis intervention training, however, is not consistent across all agencies. Some patrol officers in the County have not yet undertaken their agency’s mandatory training, but all agencies have some crisis intervention-trained officers on staff. Additionally, the County Behavioral Health Services (BHS) is deploying crisis intervention teams staffed with mental health professionals. 1 http://www.fatalencounters.org/people-search/. A website created by Brian Burghart, founder and executive director of Fatal Encounters Dot Org, and a lifelong journalist and former editor/publisher of the Reno News & Review. 2San Jose Mercury News, 9/17/2017 4 POLICE AND THE MENTA LLY ILL METHODOLOGY The Grand Jury conducted this investigation through interviews with law enforcement officers, DA officials, SJPD Communications Center staff and County Behavioral Health Services managers. A total of 15 individuals were interviewed. The Grand Jury surveyed municipal and county law enforcement agencies as to their respective mental health training requirements and compliance statistics. The Grand Jury reviewed the DA’s OIS reports, which are published online. Several websites that collect officer involved encounters throughout the U.S. also were reviewed. Members of the Grand Jury monitored portions of a weeklong CIT training class sponsored by the SO and participated in the Force Options Simulator training conducted at the SO’s training center. DISCUSSION In 2015, California adopted AB 71 3 , which mandates the reporting on an annual basis of every instance of the use of force by a police officer against a civilian, and vice versa, where death or great bodily injury results. The California Department of Justice (DOJ) collects and tabulates the data into its URSUS (Latin for ‘bear’) database. The reporting period began with 2016, but for the first year the data collection process was incomplete and not every agency within the County reported.4 The DOJ released its initial URSUS report on Use of Force in August 2017. SJPD has submitted data in compliance with AB 71 and has commissioned Police Strategies LLC to collect and analyze all use of force incidents. This police force analysis methodology has recently been made available on SJPD’s public website for 2015-2016 and will continue to be available to the public.5 It should be noted that there is no mandatory national database that collects OIS statistics. The FBI database on the use of force depends on the voluntary reporting, and many jurisdictions fail to report.6 The FBI 3 Government Code Section 12525.2. 4http://www.jrsa.org/pubs/sac-digest/vol-27/ca-ursus-2016.pdf 5 http://www.sjpd.org/CrimeStats/ForceAnalysis.asp 6 National Data Collection on the Use of Force (1996) US Department of Justice, Bureau of Justice Statistics, Page 3. 5 POLICE AND THE MENTA LLY ILL continues to encourage law enforcement agencies to take part in the National Use of Force Data Collection program. The DA has a dedicated team who review OIS incidents to determine if the use of deadly force was justifiable under California law. The DA reviewed 31 officer involved citizen deaths in the County from 2013 through November 2017, the timeframe of the Grand Jury’s investigation. The DA publishes reports of those investigations on its website where the use of force was found justifiable. Twenty-seven of the 28 published investigations involved agencies studied by the Grand Jury. Three incidents are still under review. Out of those 28, 13 involved persons who had some history of mental illness, based on the investigative reports.7 Under California Penal Code Sections 835a and 196, a peace officer may use deadly force in self-defense, defense of another, or to prevent the escape of a felon who might cause immediate substantial injury to others if not detained. Penal Code Section 835a reads: Any peace officer who has reasonable cause to believe that the person to be arrested has committed a public offense may use reasonable force to effect the arrest, to prevent escape or to overcome resistance. A peace officer who makes or attempts to make an arrest need not retreat or desist from his efforts by reason of the resistance or threatened resistance of the person being arrested; nor shall such officer be deemed an aggressor or lose his right to self- defense by the use of reasonable force to effect the arrest or to prevent escape or to overcome resistance. Penal Code Section 196 reads: 7 Santa Clara County District Attorney Website, Officer Involved Shooting reports. https://www.sccgov.org/sites/da/Pages/Search.aspx?k=officer%20involved%20shootings 6 POLICE AND THE MENTA LLY ILL Homicide is justifiable when committed by public officers and those acting by their command in their aid and assistance, either 1.In obedience to any judgment of a competent Court; or, 2. When necessarily committed in overcoming actual resistance to the execution of some legal process, or in the discharge of any other legal duty; or, 3. When necessarily committed in retaking felons who have been rescued or have escaped, or when necessarily committed in arresting persons charged with felony, and who are fleeing from justice or resisting such arrest. Essentially, an officer is permitted to use reasonable force in the defense of others or the officer, and the officer need not retreat. The DA’s review of the 28 OIS incidents found that in each case, the involved officers’ use of deadly force was legally justifiable. The incidents involved a variety of weapons, including guns, knives, a saw blade, a pellet gun and in one incident a power-drill painted black. In only one of the 28 incidents did it appear from the DA’s reporting that a crisis intervention- trained officer was available or called to the scene. The question arises whether the presence of a person with enhanced training in crisis intervention and de-escalation techniques could have resulted in a different outcome, especially in six incidents where apparently no bystanders were in immediate danger. The Grand Jury explores the benefit of crisis intervention training in this report. Survey of County Law Enforcement Agencies A written survey was sent to the SO and to each of the other 11 law enforcement agencies: Palo Alto, Sunnyvale, Campbell, Santa Clara, Mountain View, Los Gatos-Monte Sereno, Los Altos, Milpitas, San Jose, Gilroy and Morgan Hill. The survey sought data from Jan. 1, 2013, to Nov. 30, 2017, on: number of peace officers on staff number of OIS incidents 7 POLICE AND THE MENTA LLY ILL number of OIS incidents resulting in death number of OIS incidents where the deceased was suffering from a serious mental illness (SMI) number of officers killed or injured by suspects suffering from a serious mental illness number of officers who have taken department mandated Crisis Intervention Training (CIT) beyond the Police Academy training course whether recertification training is required whether the agency offers the option to take further Crisis Intervention-related Training whether the agency employs a CIT team whether the agency requires dispatch operators to undergo CIT. All agencies responded and the survey results are in Table A below. Crisis Intervention Training as used in this report includes developing an awareness of the various forms of mental illness, e.g., autism, excited delirium, development disabilities, and Alzheimer’s recognition, as well as instruction in de-escalation techniques. Combined, the agencies reported a total of 56 OIS incidents during the past five years, which includes 31 fatal incidents. These agencies reporting fatal OIS during this span are: San Jose (15), Sunnyvale (6), Santa Clara (4), Sheriff’s Office (4), Gilroy (1) and Palo Alto (1). Of the 56 total OIS incidents, 22 involved a suspect suffering from a serious mental illness. One agency, Sunnyvale, did not track this criterion. One officer was killed and six were injured by suspects suffering from a serious mental illness during this period. Several agencies do not track mental illness involvement when officers are injured or killed. 8 POLICE AND THE MENTA LLY ILL The number of fatal OIS across all agencies during this period corresponds with the data collected by the “Fatal Encounters” website.8 Every agency reported that it mandates that some or all of its officers complete additional CIT beyond the Peace Officer Standards and Training (POST) Basic Police Academy courses. Gilroy, Milpitas and Mountain View require the additional training only of its Field Training Officers. The length of the additional mandated CIT ranged from 40 hours (Campbell, Los Altos, Los Gatos-Monte Sereno, Morgan Hill, Sunnyvale, San Jose and Sheriff) to eight hours (Milpitas, Mountain View) to four hours (Palo Alto, Santa Clara). Many law enforcement agencies employ uniformed Community Service Officers and Parking Control Officers who are not peace officers and do not carry firearms. Whether these other agency employees should undergo some level of CIT training is an important inquiry but beyond the scope of this report. The number of officers who have completed the additional mandated training varied as of the date of the survey, ranging from 100% in Campbell and Santa Clara to 19% in Gilroy. Seven agencies reported that at least half of their officers have completed the additional mandated CIT. The total number of officers across all agencies who have not completed any additional mandated Crisis Intervention Training is 1519, or 49%. Some current active officers did not receive CIT in their Basic Police Academy because it was not part of their curriculum. Four of the 12 agencies deploy a CIT on-call unit or officers (Los Gatos-Monte Sereno, Morgan Hill, Sunnyvale and San Jose). Most agencies dispatch their own public safety responders. Eight of the agencies require that their dispatchers take some level of CIT. 8 http://www.fatalencounters.org/people-search/. A website created by Brian Burghart, founder and executive director of Fatal Encounters Dot Org, and a lifelong journalist and former editor/publisher of the Reno News & Review. Table A Ca m p b e l l P D Gil r o y P D Lo s A l t o s P D Lo s G a t o s P D Mi l p i t a s P D Mo r g a n H i l l P D Mo u n t a i n V i e w P D Pa l o A l t o P D Sa n t a C l a r a P D Su n n y v a l e D P S San J o s e P D Sh e r i f f 's O f f i c e Total Number of police officers employed 42 62 31 36 81 39 87 80 146 183 1,019 1,302 3108 Number of OIS from Jan. 2013 - Nov. 2017 0 1 0 0 1 0 0 1 6 6 34 7 56 Number of fatal OIS 0 1 0 0 0 0 0 1 4 6 15 4 31 Number of OIS involved SMI as factor 0 0 0 0 0 0 0 1 2 Unk 17 2 22 Number of officers killed in line of duty (SMI) 0 0 0 0 0 0 0 0 0 0 1 0 1 Number of officers injured in line of duty (SMI) 5 0 0 Unk 1 0 Unk 0 Unk 0 Unk N/A 6 CIT training required above basic academy Yes FTOs Yes Yes FTOs Yes FTOs Yes Yes Yes Yes Yes - Number of additional CIT training hours 40 Unk 40 40 8 40 8 4 4 40 40 40 4-40 Number of peace officers completed above 42 12 26 28 49 33 55 60 146 107 511 520 1589 Additional mandated mental health training Yes No Yes Yes No Yes Yes Yes Yes 16 FTOs Yes Varies Number of peace officers completed above 42 N/A 26 32 Unk 39 Unk 65 33 66 13 766 Varies Other optional mental health-related training Yes Yes Yes 39 81 Yes Unk Yes No Yes Yes Yes Varies Dedicated CIT deployed in field No No No Yes No No Yes No No Yes Yes No Varies Dispatchers required to complete CIT training Yes No Yes Yes No Yes No Yes Yes Yes Yes N/A - Number of hours for dispatchers 0 0 40 40 0 16 0 40 4 4 40 N/A 4-40 Officers not completed mandated CIT (#) 0 50 5 8 32 6 32 20 0 76 508 782 1519 Mandated CIT trained officers (%) 100 19 84 78 60 85 63 75 100 59 50 40 - Additional mandated mental health training (%) 100 Unk 84 89 N/A 100 Unk 81 23 36 FTOs 59 - OIS – Officer Involved Shooting SMI – Serious Mental Illness Unk – Unknown FTO – Field Training Officer POLICE AND THE MENTA LLY ILL Crisis Intervention Training The Grand Jury attended several sessions of the SO-sponsored CIT held in September 2017. This 40-hour course over four days was presented by the County’s Behavioral Health Services and Mental Health Police Liaisons Team. The 70-plus attendees included new Correctional Academy recruits as well as active police officers from several agencies. The sessions attended were the introductory overview, de-escalation and the excited delirium, and de-escalation training, including role playing video simulations. Students were instructed on identifying and confronting Psychosis, Autism, Development Disabilities, Alzheimer’s and Excited Delirium. Given the large audience , mix of academy recruits and sworn officers, and limited time it was impossible for each attendee to engage in the video simulation, only five pairs of students took part. However, the instructors were excellent facilitators for the role playing as they commented and critiqued the student’s efforts. It seemed that the video simulations were crucial in introducing and developing mental health recognition and de-escalation skillsets. One police department supervisor commented that devoting two full days to role playing simulations would be more beneficial for officers than the two-plus hours set aside. The SO and SJPD sponsor crisis intervention/de-escalation training classes that vary in length from four to eight to 16 and to 40 hours. Some of the classes serve to refresh perishable skills for veteran officers. The Mental Health Liaisons Team is involved in many of these trainings and the video simulations. All of these courses must be certified by POST to ensure a consistent level of quality. BHS has commissioned the creation of additional video simulations to update and expand the variety of the scenarios. The Sheriff’s Training Unit believes that CIT training is beneficial for veteran officers because “street experience” adds perspective and value to the training that is not available to new deputies. The SO patrol deputies are now required to undergo four-hour refresher training every two years. 10 11 POLICE AND THE MENTA LLY ILL The SJPD sponsors a 40-hour course for its own officers that includes the four-hour video simulation segment on de-escalation techniques. New SJPD recruits are now required to take the course during their first months in the field. Given the recent increase in new recruits along with existing staff mandated to take the CIT course, class sizes are large, often 70 or more individuals. Course instructors believe 35 is the optimal class. County Behavioral Health Services Santa Clara County BHS provides or funds many mental health community-based services as well as a locked inpatient ward and transitional facilities. The County is developing two Mobile Crisis Response Teams (MCRT) scheduled to begin in spring 2018, one in South County and one in East San Jose. These teams will consist of two mental health professionals (at least one to be licensed to write holds under Welfare & Institutions Code Section 51509 ) and will be available to respond to non-life-threatening incidents from 8 a.m. to midnight, working four 10-hour shifts. Teams will respond via dispatch or at the request of officers in the field. The idea is to offer an additional resource to field officers during and after incidents. Officials expect the teams will play an important role contacting persons who have been brought to their attention as needing mental health services and channeling those persons to the appropriate resources. All law enforcement agencies in the County favor an increase in the availability of CIT teams. The County also is sponsoring a Psychological Emergency Response Team (PERT) for the City of Palo Alto, to be funded by an Innovation grant from the Mental Health Services Act (California Proposition 63) funds. This program will team an officer with a licensed mental health worker to focus on Transitional Age Youth (16 to 24) in that community. 9 Section 5150 permits a peace officer or other credentialed professional to take into custody a person who appears to be gravely disabled or who presents a danger to themselves or others because of a mental health disorder. 12 POLICE AND THE MENTA LLY ILL The mental health team professionals staffing these teams will need to have 13 different types of training. A significant challenge to implementing the mobile CIT teams is hiring and retaining qualified professional staff. There is a shortage of qualified mental health professionals who wish to work different shifts and outside of traditional work hours. Peace Officer Force Options Most law enforcement agencies have policies that guide their use of force. These policies describe an escalating series of actions an officer may take to resolve a situation. This continuum generally has many levels, and officers are instructed to respond with a level of force appropriate to the situation at hand, acknowledging that the officer may move from one part of the continuum to another in a matter of seconds.10 A use-of-force continuum includes mere officer presence, verbal commands, empty-hand control, less-lethal methods (blunt impact, chemical and conducted energy devices), and lethal force. California peace officers are required to complete Perishable Skills and Communications training including Arrest and Control, Tactical Firearms and/or Force Options Simulator in each two-year period as part of their Continuing Professional Training.11 Members of the Grand Jury were exposed to the Sheriff’s Force Option Simulator. This experience demonstrated both the need to make swift decisions in threatening situations and the skill necessary to judge people and their cognitive functioning. There is some public perception that police officers should shoot to disarm a suspect rather than a fatal shot. When an officer must use their firearm, they are trained to aim for the body core (center mass) to avoid missing the target and to ensure the best chance that the threat presented is neutralized. Officers are not trained to shoot at an extremity. This is standard 10 https://www.nij.gov/topics/law-enforcement/officer-safety/use-of-force/Pages/continuum.aspx 11 https://post.ca.gov/perishable-skills-program POLICE AND THE MENTA LLY ILL methodology across all U.S law enforcement agencies and is perfected through firearms qualification drills. Dispatch and Communications Information is a key resource for officers in the field when responding to a potential dangerous encounter with a person suffering from mental illness, alcohol or drugs. Dispatch operators are a key link in the pipeline as their information is the initial and often the only knowledge that a responding officer has when arriving at a call. The SJPD Communications Center requires that their Operators/Dispatchers undertake the 40-hour CIT training course, and currently 41 of its approximately 130 staff have taken this training. There is no set protocol for determining whether mental health issues are involved in a given 911 situation. However, call center dispatchers do have a standard operating procedure to guide them to identify possible mental health crisis situations that can then be communicated to officers. Communications Center policy requires a "CIT needed" note in the Computer Aided Dispatch remarks when there is a history of a particular individual having crisis incidents or possibly posing a risk to themselves or to others. 13 POLICE AND THE MENTA LLY ILL FINDINGS AND RECOMMENDATIONS Finding 1 The County’s AB 71-required criminal justice reporting surpasses that of many jurisdictions nationwide. However, the presence of mental illness in a given incident report is not mandated by AB 71. Reporting this data would assist law enforcement agencies in understanding the relationship between mental illness and officer involved shootings, and help in revising their training programs. Recommendation 1 Law enforcement agencies submitting AB 71-required data should report, to the extent possible, whether mental illness was involved in their use of force data, starting in 2019. This applies to all the agencies reviewed by the Grand Jury, which are the Santa Clara County Sheriff’s Office, the Sunnyvale Department of Public Safety and the following law enforcement agencies: Campbell, Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose and Santa Clara. Finding 2 The Grand Jury found that training in crisis intervention and de-escalation techniques beyond what is included in the POST Basic Police Academy helps improve the outcome of law enforcement contacts with the mentally ill. Recommendation 2A The law enforcement agencies of Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and the Santa Clara County Sheriff’s Office, should prepare a plan to ensure that all their officers receive POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, by the end of calendar 2018. 14 POLICE AND THE MENTA LLY ILL Recommendation 2B The law enforcement agencies of Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and Santa Clara County, should provide funding for their law enforcement agencies to complete POST-approved Crisis Intervention Training and De-Escalation technique training, beyond the training included in the POST Basic Police Academy, by June 30, 2019. Recommendation 2C The following law enforcement agencies should execute their plan to ensure that all officers receive POST-approved Crisis Intervention Training and De-Escalation technique training, beyond training included in the POST Basic Police Academy, by June 30, 2020: Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, Sunnyvale and San Jose, and the Santa Clara County Sheriff’s Office. Recommendation 2D The following law enforcement agencies should include Crisis Intervention Training and De- Escalation technique training in their Continuing Professional Perishable Skills and Communications training: Santa Clara County Sheriff’s Office, the Sunnyvale Department of Public Safety and the following law enforcement agencies: Campbell, Gilroy, Los Altos, Los Gatos-Monte Sereno, Milpitas, Morgan Hill, Mountain View, Palo Alto, San Jose and Santa Clara. Recommendation 2E The law enforcement agencies in the cities of Gilroy, Milpitas and Mountain View should expand their Crisis Intervention Training and De-Escalation technique training to include all of their officers, not just their Field Training Officers. 15 POLICE AND THE MENTA LLY ILL Finding 3 The Grand Jury found that in large classes, the 40-hour Crisis Intervention Training often does not provide enough time for all attendees to participate in the simulation exercises. Recommendation 3 The Santa Clara County Sheriff’s Office and the San Jose Police Department, as the County’s primary Crisis Intervention Training providers, should by Dec. 30, 2018, adjust class sizes in order to provide enough time for all attendees to participate in the simulation exercises. Finding 4A It is difficult to recruit sufficient numbers of behavioral health professionals to staff mobile Crisis Intervention Teams and assist law enforcement officers with individuals in crisis. Finding 4B Additional mobile Crisis Intervention Teams would be helpful to handle the frequency of law enforcement contacts with citizens suffering adverse mental health issues throughout the county. Recommendation 4A Santa Clara County should immediately expand efforts to attract, recruit and train behavioral health professionals to staff existing and future mobile Crisis Intervention Teams. Recommendation 4B Santa Clara County should fund additional mobile Crisis Intervention Team units to be deployed within the entire County to increase the geographical area served and the operational frequency, by July 1, 2020. 16 17 POLICE AND THE MENTA LLY ILL REFERENCES 1.Santa Clara County District Attorney, Officer Involved Shooting reports. https://www.sccgov.org/sites/da/Pages/Search.aspx?k=officer%20involved%20shootings 2.Fatal Encounters, which describes itself as a step toward creating an impartial, comprehensive, and searchable national database of people killed during interactions with law enforcement. http://www.fatalencounters.org/people-search/ 3.Gun Violence, Archive 2017. http://www.gunviolencearchive.org/ 4.Washington Post / Data-Police-Shootings. https://github.com/washingtonpost/data-police- shootings/blob/master/fatal-police-shootings-data.csv 5.San Jose Mercury News, 9/17/2017. http://www.mercurynews.com/2017/09/17/man-shot-cops- san-jose-was-known-armed-police-say 6.National Data Collection on the Use of Force (1996) U.S. Department of Justice, Bureau of Justice Statistics, Page 3. https://www.bjs.gov/content/pub/pdf/ndcopuof.pdf 7.Department of Justice, Uniform Crime Reporting Statistics. (2014) https://ucr.fbi.gov/crime-in- the-u.s/2014/crime-in-the-u.s.-2014/tables/expanded-homicide- data/expanded_homicide_data_table_14_justifiable_homicide_by_weapon_law_enforcement_ 2010-2014.xls 8.http://www.killedbypolice.net/ Six reported in Santa Clara County in 2017: San Jose (4), Sunnyvale (1), Santa Clara (1). City of Palo Alto (ID # 9414) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Natural Gas Master Agreement with the City of Redding Title: Resolution of the Council of the City of Palo Alto Authorizing the City Manager to Purchase a Portion of the City’s Natural Gas Requirements From the City of Redding Under Specifi ed Terms and Conditions During Calendar Years 2018 through 2030, Inclusive From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council: Approve the attached resolution (Attachment A) authorizing the City Manager or his designee to purchase a portion of the City’s natural gas requirements from the City of Redding (Redding) under specified terms and conditions during calendar years 2018 through 2030, inclusive, subject to the following limitations: a. The date for natural gas delivery for each transaction shall not exceed 36 months from the date the transaction is executed; b. The delivery date for any transaction shall not extend beyond December 2030; c. The maximum aggregate transaction limit under the Master Agreement shall be $100 million; d. All transactions are subject to the Palo Alto Municipal Code; and e. All transactions are subject to the City’s Energy Risk Management Policy, Guidelines and Procedures. Executive Summary An active set of creditworthy counterparties is essential to ensure that the City of Palo Alto Utilities (“City”) meets its obligation to meet customers’ natural gas demands. On August 15, 2016, Council approved an ordinance modifying the Municipal Code to streamline the purchase and sale of wholesale utility commodities and services and to explicitly allow for a Council- approved standard form agreement. On October 4, 2016, Council adopted Resolution 9628 approving the Standard Form Master Agreement that is now available to all financially strong natu ral gas suppliers for execution with City of Palo Alto Page 2 non-substantive changes. The Master Agreement with Redding (Attachment s B-D) is the standard form Master Agreement with non-substantive negotiated changes. The attached proposed resolution (Attachment A) authorizes the City Manager to purchase natural gas under a Master Agreement with Redding within maximum expenditure and transaction term limits. In 2009, the City of Redding, along with the City of Santa Clara and the Modesto Irrigation District, formed the MSR Energy Authority to engage in a natural gas prepay. Redding may have excess discounted gas available for sale to a qualified counterparty. The Master Agreement will enable potential future gas transactions between Palo Alto and Redding. Background Approved Counterparties Palo Alto has approved Master Agreements with the following counterparties: 1. EDF trading North America, LLC; 2. Sequent energy management, L.P.; 3. BP Energy Company; 4. ConocoPhillips Company 5. Powerex Corp; and 6. Shell Energy North America (US), L.P. Under Resolutions 9586 and 9627, Council delegated authority to the City Manager to transact under the Master Agreements subject to certain conditions and restrictions including a $100 million expenditure limit applied to each Master Agreement. The cost of natural gas purchased under the Master Agreements is a function of market prices and the City’s actual gas use. Most of the city’s gas needs are purchased based on a monthly index price; retail gas commodity rates are based on that same monthly market price i ndex. The City’s expected gas commodity cost is about $12 million annually, however gas prices are volatile and unpredictable and actual costs incurred and passed through to ratepayers could be different. Discussion All transactions under the Master Agreement with Redding will be executed in accordance with the Council-approved Energy Risk Management Policy, and internally-approved Energy Risk Management Guidelines and Procedures. Council is provided with an update of all executed transactions under the Master Agreements in the quarterly Energy Risk Management reports. As discussed above, the City of Redding, along with the City of Santa Clara and the Modesto Irrigation District, formed the MSR Energy Authority to prepay for natural gas. Redding may have excess discounted gas available for sale to a qualified counterparty. Palo Alto is a tax- exempt municipal gas utility serving retail gas customers; therefore Palo Alto is a qualified buyer. The Master Agreement with Redding will enable Palo Alto to purchase gas at a discount to the monthly market price index. Staff recommends a maximum transaction limit of $100 million for Redding, the same as each of the City’s other Master Agreements. City of Palo Alto Page 3 The Master Agreement in Attachments B-D is substantively the same as the Council-approved Standard Form Agreement. The Credit Support Addendum (Exhibit B) was modified only to reflect Redding’s status as a municipality, and the provisions were drafted with corporate counterparties in mind. For example, language regarding credit support in the form of a guarantee was deleted. Language regarding audited financial statements was changed to reflect the Comprehensive Annual Financial Report (CAFR) process adhered to by municipalities. Redding’s credit rating is Fitch AA-, indicating the municipality is financially stable and meets Palo Alto’s counterparty credit requirements. Resource Impact The FY 2019 Adopted Budget accounts for the estimated gas usage and commodity costs, this agreement does not impact the financial assumptions used in these estimates. Policy Implications Authorizing the City Manager or designee to buy and sell natural gas to meet load obligations under the Master Agreement with Redding conforms to the existing Council-approved Energy Risk Management Policy and the Palo Alto Municipal Code. Environmental Review Council’s authorization for the City Manager to purchase natural gas from Redding does not constitute a project for the purposes of the California Environmental Quality Act, under Public Resources Code Section 21065, thus environmental review is not required. Attachments: Attachment A: Resolution Authorizing the City Manager to Purchase a Portion of the City’s Natural Gas Requirements from the City of Redding Attachment B: NAESB Base Contract Redding Attachment C: NAESB Special Provisions Redding Attachment D: NAESB Credit Addendum Redding NOT YET APPROVED 1 xxxxxx Resolution No. _____ Resolution of the Council of the City of Palo Alto Authorizing the City Manager to Purchase a Portion of the City’s Natural Gas Requirements from the City of Redding Under Specified Terms and Conditions during Calendar Years 2018 through 2030, Inclusive RECITALS A. On April 19, 2012, the Council adopted Resolution #9244 amending the Gas Utility Long-Term Plan (GULP) Objectives, Strategies, and Implementation Plan to discontinue the laddering purchase strategy and implement gas supply rates that change monthly according to market prices, as described in Staff Report #2552. B. In accordance with GULP, the City must purchase and, incidental to purchases, sell gas to meet the needs of its gas customers by contracting for terms varying from less than one month to one month. The City's Energy Risk Management Policies, described in Staff Report #5026, provide that the City will purchase only that quantity of gas meeting its load requirements at the time a transaction is executed. C. By Ordinance No. 5387, adopted August 15, 2016, Council approved changes to the Municipal Code specifically streamlining the purchase and sale of wholesale utility commodities and services and explicitly allowing for standard form Master Agreements. D. The standard form Master Agreement is based on the North American Energy Standards Board, Inc. (NAESB) Base Contract for Sale and Purchase of Natural Gas 2006 version and includes Special Provisions and a Credit Support Addendum. E. By Resolution 9586 adopted May 16, 2016 and by Resolution 9627 adopted October 4, 2016, Council Authorized the City Manager to purchase a portion of the City’s natural gas requirements from certain prequalified natural gas suppliers under specified terms and conditions during calendar years 2016 through 2022, inclusive. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby authorizes the City Manager or his designee, the General Manager of Utilities, to purchase a portion of the City’s natural gas requirements from the City of Redding by negotiating one or more individual transactions, including, but not limited to, contracts, addenda, confirmations, and transactions. ATTACHMENT A 2 180802 syn 6053733 SECTION 2. The purchases negotiated under Section 2 shall conform to the following requirements: a. The maximum expenditure with the City of Redding will be $100 million; b. The maximum term of any transaction shall not exceed three years, commencing on the delivery date of the transaction. The sentence preceding notwithstanding, the City may enter into a transaction greater than three years, if the Council grants prior approval to such transaction; c. No transaction entered into with any of the referenced suppliers shall exceed beyond December 31, 2030. SECTION 3. The Council hereby finds and determines that the adoption of this Resolution does not constitute a project under Public Resources Code Section 21065, thus no California Environmental Quality Act assessment is required. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: _____________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: _____________________________ ______________________________ Senior Asst. City Attorney City Manager ______________________________ Director of Administrative Services ______________________________ Director of Utilities Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved September 5, 2006 (Revised by R15003/R15007, April 4, 2016) Base Contract for Sale and Purchase of Natural Gas This Base Contract is entered into as of the following date: ________________________________________________ The parties to this Base Contract are the following: PARTY A City of Redding PARTY NAME PARTY B CITY OF PALO ALTO 777 Cypress Ave Redding, CA 96001 ADDRESS 250 Hamilton Avenue Palo Alto, California 94301 www.reupower.com BUSINESS WEBSITE www. CONTRACT NUMBER __________ 121588599 D-U-N-S® NUMBER 17-892-8479 x US FEDERAL: 94-6000401 OTHER: TAX ID NUMBERS √US FEDERAL: OTHER: California JURISDICTION OF ORGANIZATION California Corporation LLC Limited Partnership Partnership LLP x Other: Public Entity COMPANY TYPE Corporation LLC Limited Partnership Partnership LLP √Other: California chartered municipal corporation N/A GUARANTOR (IF APPLICABLE) N/A Party is a producer, processor, fabricator, refiner, commercial user, or merchandiser of the Gas under this contract: x Yes No Not Selected PARTY CFTC CLASSIFICATION Party is a producer, processor, fabricator, refiner, commercial user, or merchandiser of the Gas under this contract: √Yes No Not Selected CONTACT INFORMATION 3611 Avtech Parkway, Redding CA 96002 ATTN: Manager – Resource Planning TEL#: 530.245.7012 FAX#: 530.339.7389 EMAIL: COMMERCIAL City of Palo Alto ATTN: Karla Dailey TEL#: 650-329-2523 FAX#: 650-326-1507 EMAIL: karla.dailey@cityofpaloalto.org 17120 Clear Creek Rd, Redding CA 96001 ATTN: Manager – Energy Trading & Scheduling TEL#: 530.245.7025 FAX#: 530.245.7010 EMAIL: SCHEDULING City of Palo Alto ATTN: Karla Dailey TEL#: 650-329-2523 FAX#: 650-326-1507 EMAIL: karla.dailey@cityofpaloalto.org 3611 Avtech Parkway, Redding CA 96002 ATTN: Manager – Resource Planning TEL#: 530.245.7012 FAX#: 530.339.7389 EMAIL: CONTRACT AND LEGAL NOTICES City of Palo Alto ATTN: Senior Assistant City Attorney/Utilities TEL#: 650-329-2171 FAX#: 650-329-2948 EMAIL: amy.bartell@cityofpaloalto.org 3611 Avtech Parkway, Redding CA 96002 ATTN: Manager - Finance TEL#: 530.339.7377 FAX#: 530.339.7389 EMAIL: CREDIT City of Palo Alto ATTN: tarun Narayan TEL#: 650-329-2362 FAX#: 650-323-8356 EMAIL: Tarun.narayan@cityofpaloalto.org 17120 Clear Creek Rd, Redding CA 96001 ATTN: Settlements TEL#: 530.245.7044 FAX#: 530.245.7010 EMAIL: settlements@reupower.com TRANSACTION CONFIRMATIONS City of Palo Alto ATTN: Karla Dailey TEL#: 650-329-2523 FAX#: 650-326-1507 EMAIL: karla.dailey@cityofpaloalto.org ACCOUNTING INFORMATION ATTN: Settlements TEL#: 530.245.7044 FAX#: 530.245.7010 EMAIL: settlements@reupower.com INVOICES PAYMENTS SETTLEMENTS City of Palo Alto ATTN: Eric Wong TEL#: 650-329 FAX#: 650-326-1507 EMAIL: eric.wong@cityofpaloalto.org BANK: US Bank, NA ABA: 121122676 ACCT: 157503239400 OTHER DETAILS: City of Redding General Account WIRE TRANSFER NUMBERS (IF APPLICABLE) BANK: US Bank, NA ABA: 121122676 ACCT: 153499268313 OTHER DETAILS: BANK: ABA: ACCT: OTHER DETAILS: ACH NUMBERS (IF APPLICABLE) BANK: ABA: ACCT: OTHER DETAILS: ATTN: ADDRESS: CHECKS (IF APPLICABLE) ATTN: ADDRESS: ATTACHMENT B Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 2 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) Base Contract for Sale and Purchase of Natural Gas (Continued) This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es) from each section: Section 1.2 Transaction Procedure √ Oral (default) OR Written Section 10.2 Additional Events of Default No Additional Events of Default (default) √ Indebtedness Cross Default √ Party A: $50,000,000 √ Party B: $50,000,000 Transactional Cross Default Specified Transactions: Section 2.7 Confirm Deadline √ 2 Business Days after receipt (default) OR Business Days after receipt Section 2.8 Confirming Party Seller (default) OR Buyer √ Either Party Section 3.2 Performance Obligation √ Cover Standard (default) OR Spot Price Standard Section 10.3.1 Early Termination Damages √ Early Termination Damages Apply (default) OR Early Termination Damages Do Not Apply Note: The following Spot Price Publication applies to both of the immediately preceding. Section 10.3.2 Other Agreement Setoffs √ Other Agreement Setoffs Apply (default) Bilateral (default) √ Triangular OR Other Agreement Setoffs Do Not Apply Section 2.31 Spot Price Publication √ Gas Daily Midpoint (default) OR Section 6 Taxes √ Buyer Pays At and After Delivery Point (default) OR Seller Pays Before and At Delivery Point Section 7.2 Payment Date 25th Day of Month following Month of delivery (default) OR Day of Month following Month of delivery √ Net 20 Days from receipt of invoice Section 15.5 Choice Of Law California Section 7.2 Method of Payment √ Wire transfer (default) Automated Clearinghouse Credit (ACH) Check Section 15.10 Confidentiality Confidentiality applies (default) OR √ Confidentiality does not apply Section 7.7 Netting √ Netting applies (default) OR Netting does not apply √ Special Provisions Number of sheets attached: 6 √ Addendum(s): Credit Support Addendum √ Attachment(s): Tax Use Certificate √ Attachment(s): Certification of Nondiscrimination [SIGNATURES ON NEXT PAGE] Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 3 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate. CITY OF REDDING PARTY NAME CITY OF PALO ALTO Approval by Mayor: By: SIGNATURE By: Dan Beans PRINTED NAME Liz Kniss Electric Utility Director TITLE City Manager, for Mayor ______________________, 2018 DATE ______________________, 2018 CITY OF PALO ALTO Approval as to form: By: Elisa Larson Counsel to the City of Palo Alto ______________________, 2018 CITY OF PALO ALTO Approval by City Manager: By: James Keene City Manager ______________________, 2018 CITY OF PALO ALTO Approval by Administrative Services Director: By: Administrative Services Director ______________________, 2018 Copyright © 2006North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 4 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) General Terms and Conditions Base Contract for Sale and Purchase of Natural Gas SECTION 1. PURPOSE AND PROCEDURES 1.1. These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.9. The parties have selected either the “Oral Transaction Procedure” or the “Written Transaction Procedure” as indicated on the Base Contract. Oral Transaction Procedure: 1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties. Written Transaction Procedure: 1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3. 1.3. If a sending party's Transaction Confirmation is materially different from the receiving party's understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence. 1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base Contract. SECTION 2. DEFINITIONS The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein. 2.1. “Additional Event of Default” shall mean Transactional Cross Default or Indebtedness Cross Default, each as and if selected by the parties pursuant to the Base Contract. 2.2. “Affiliate” shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of at least 50 percent of the voting power of the entity or person. ATTACHMENT C Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 5 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) 2.3. “Alternative Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer. 2.4. "Base Contract" shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one. 2.5. "British thermal unit" or "Btu" shall mean the International BTU, which is also called the Btu (IT). 2.6. "Business Day(s)" shall mean Monday through Friday, excluding Federal Banking Holidays for transactions in the U.S. 2.7. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day. 2.8. "Confirming Party" shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party. 2.9. "Contract" shall mean the legally-binding relationship established by (i) the Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of which shall form a single integrated agreement between the parties. 2.10. "Contract Price" shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction. 2.11. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction. 2.12. "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buyer is the performing party, obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with: the amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party. 2.13. "Credit Support Obligation(s)” shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or other good and sufficient security of a continuing nature. 2.14. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a particular transaction. 2.15. "Delivery Period" shall be the period during which deliveries are to be made as agreed to by the parties in a transaction. 2.16. "Delivery Point(s)" shall mean such point(s) as are agreed to by the parties in a transaction. 2.17. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract. 2.18. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physical" side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm", provided that a party’s excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act. 2.19. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter. 2.20. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane. 2.21. “Guarantor” shall mean any entity that has provided a guaranty of the obligations of a party hereunder. 2.22. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements. 2.23. “Indebtedness Cross Default” shall mean if selected on the Base Contract by the parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar condition or event however therein defined, under one or more agreements or instruments, individually or collectively, relating to indebtedness (such indebtedness to include any obligation whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money in an aggregate amount greater than the threshold specified in the Base Contract with respect to such party or its Guarantor, if any, which results in such indebtedness becoming immediately due and payable. Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 6 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) 2.24. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter. 2.25. "MMBtu" shall mean one million British thermal units, which is equivalent to one dekatherm. 2.26. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. 2.27. "Payment Date" shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month. 2.28. "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point. 2.29. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management. 2.30. “Specified Transaction(s)” shall mean any other transaction or agreement between the parties for the purchase, sale or exchange of physical Gas, and any other transaction or agreement identified as a Specified Transaction under the Base Contract. 2.31. "Spot Price " as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day. 2.32. "Transaction Confirmation" shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period. 2.33. “Transactional Cross Default” shall mean if selected on the Base Contract by the parties with respect to a party, that it shall be in default, however therein defined, under any Specified Transaction. 2.34. “Termination Option” shall mean the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation. 2.35. "Transporter(s)" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular transaction. SECTION 3. PERFORMANCE OBLIGATION 3.1. Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction. The parties have selected either the “Cover Standard” or the “Spot Price Standard” as indicated on the Base Contract. Cover Standard: 3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Gas, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the quantity of such Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 7 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) Spot Price Standard: 3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. 3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. 3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. SECTION 4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES 4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s). 4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s). Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party. 4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer. SECTION 5. QUALITY AND MEASUREMENT All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter. SECTION 6. TAXES The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract. Buyer Pays At and After Delivery Point: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof. Seller Pays Before and At Delivery Point: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof. SECTION 7. BILLING, PAYMENT, AND AUDIT 7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available. Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 8 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) 7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section 7.2. 7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party will be due five Business Days after receipt of invoice. 7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section. 7.5. If the invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate. 7.6. A party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy. 7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided that no payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting agreement, the terms and conditions therein shall prevail to the extent inconsistent herewith. SECTION 8. TITLE, WARRANTY, AND INDEMNITY 8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s). 8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED. 8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer. 8.4. The parties agree that the delivery of and the transfer of title to all Gas under this Contract shall take place within the Customs Territory of the United States (as defined in general note 2 of the Harmonized Tariff Schedule of the United States 19 U.S.C. §1202, General Notes, page 3); provided, however, that in the event Seller took title to the Gas outside the Customs Territory of the United States, Seller represents and warrants that it is the importer of record for all Gas entered and delivered into the United States, and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements. 8.5. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5. SECTION 9. NOTICES 9.1. All Transaction Confirmations, invoices, payment instructions, and other communications made pursuant to the Base Contract ("Notices") shall be made to the addresses specified in writing by the respective parties from time to time. 9.2. All Notices required hereunder shall be in writing and may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered. 9.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party's receipt of its facsimile machine's confirmation of successful transmission. If the day on which such facsimile is received is Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 9 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five Business Days after mailing. 9.4. The party receiving a commercially acceptable Notice of change in payment instructions or other payment information shall not be obligated to implement such change until ten Business Days after receipt of such Notice. SECTION 10. FINANCIAL RESPONSIBILITY 10.1. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y or its Guarantor, if applicable), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” shall mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or guaranty. Y hereby grants to X a continuing first priority security interest in, lien on, and right of setoff against all Adequate Assurance of Performance in the form of cash transferred by Y to X pursuant to this Section 10.1. Upon the return by X to Y of such Adequate Assurance of Performance, the security interest and lien granted hereunder on that Adequate Assurance of Performance shall be released automatically and, to the extent possible, without any further action by either party. 10.2. In the event (each an "Event of Default") either party (the "Defaulting Party") or its Guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; (viii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; or ix) be the affected party with respect to any Additional Event of Default; then the other party (the "Non-Defaulting Party") shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder. 10.3. If an Event of Default has occurred and is continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated Transaction”. On the Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law (“Excluded Transactions”), which Excluded Transactions must be liquidated and terminated as soon thereafter as is legally permissible, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1. The parties have selected either “Early Termination Damages Apply” or “Early Termination Damages Do Not Apply” as indicated on the Base Contract. Early Termination Damages Apply: 10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions). For purposes of this Section 10.3.1, “Contract Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and “Market Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of the term and differences in transportation costs. A party shall not be required to enter into a replacement transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which parties are not bound as of the Early Termination Date (including but not limited to “evergreen provisions”) shall not be considered in determining Contract Values and Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 10 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) Market Values. For the avoidance of doubt, any option pursuant to which one party has the right to extend the term of a transaction shall be considered in determining Contract Values and Market Values. The rate of interest used in calculating net present value shall be determined by the Non-Defaulting Party in a commercially reasonable manner. Early Termination Damages Do Not Apply: 10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by the party that owes such payment under this Contract. The parties have selected either “Other Agreement Setoffs Apply” or “Other Agreement Setoffs Do Not Apply” as indicated on the Base Contract. Other Agreement Setoffs Apply: Bilateral Setoff Option: 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff any Net Settlement Amount against (i) any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract; and (ii) any amount(s) (including any excess cash margin or excess cash collateral) owed or held by the party that is entitled to the Net Settlement Amount under any other agreement or arrangement between the parties. Triangular Setoff Option: 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option, and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff (i) any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract; (ii) any Net Settlement Amount against any amount(s) (including any excess cash margin or excess cash collateral) owed by or to a party under any other agreement or arrangement between the parties; (iii) any Net Settlement Amount owed to the Non-Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Non-Defaulting Party or its Affiliates to the Defaulting Party under any other agreement or arrangement; (iv) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other agreement or arrangement; and/or (v) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party or its Affiliates to the Non-Defaulting Party under any other agreement or arrangement. Other Agreement Setoffs Do Not Apply: 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract. 10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party. 10.4. As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided that failure to give such Notice shall not affect the validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount as well as any setoffs applied against such amount pursuant to Section 10.3.2, shall be paid by the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount as adjusted by setoffs, shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate. 10.5. The parties agree that the transactions hereunder constitute a "forward contract" within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each "forward contract merchants" within the meaning of the United States Bankruptcy Code. 10.6. The Non-Defaulting Party's remedies under this Section 10 are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract. Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 11 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) 10.7. With respect to this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions, the terms and conditions therein shall prevail to the extent inconsistent herewith. SECTION 11. FORCE MAJEURE 11.1. Except with regard to a party's obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2. 11.2. Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars, or acts of terror; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. 11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Contract; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; or (v) the loss or failure of Seller’s gas supply or depletion of reserves, except, in either case, as provided in Section 11.2. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges. 11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the party experiencing such disturbance. 11.5. The party whose performance is prevented by Force Majeure must provide Notice to the other party. Initial Notice may be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the other party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event. 11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties. SECTION 12. TERM This Contract may be terminated on 30 Day’s written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any transaction(s). The rights of either party pursuant to Section 7.6, Section 10, Section 13, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any transaction. SECTION 13. LIMITATIONS FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTY’S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 12 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) SECTION 14. MARKET DISRUPTION If a Market Disruption Event has occurred then the parties shall negotiate in good faith to agree on a replacement price for the Floating Price (or on a method for determining a replacement price for the Floating Price) for the affected Day, and if the parties have not so agreed on or before the second Business Day following the affected Day then the replacement price for the Floating Price shall be determined within the next two following Business Days with each party obtaining, in good faith and from non- affiliated market participants in the relevant market, two quotes for prices of Gas for the affected Day of a similar quality and quantity in the geographical location closest in proximity to the Delivery Point and averaging the four quotes. If either party fails to provide two quotes then the average of the other party’s two quotes shall determine the replacement price for the Floating Price. "Floating Price" means the price or a factor of the price agreed to in the transaction as being based upon a specified index. "Market Disruption Event" means, with respect to an index specified for a transaction, any of the following events: (a) the failure of the index to announce or publish information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the index; (c) the temporary or permanent discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; or (e) both parties agree that a material change in the formula for or the method of determining the Floating Price has occurred. For the purposes of the calculation of a replacement price for the Floating Price, all numbers shall be rounded to three decimal places. If the fourth decimal number is five or greater, then the third decimal number shall be increased by one and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged. SECTION 15. MISCELLANEOUS 15.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder. 15.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract. 15.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. 15.4. This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties. 15.5. The interpretation and performance of this Contract shall be governed by the laws of the jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. 15.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. 15.7. There is no third party beneficiary to this Contract. 15.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby. 15.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the parties and shall not be used to construe or interpret the provisions of this Contract. 15.10. Unless the parties have elected on the Base Contract not to make this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory agency’s reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction. In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 13 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party. 15.11. The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by both parties 15.12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the recording, the Transaction Confirmation, or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence. DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite the terms of contracts of purchase and sale of natural gas. Further, NAESB does not mandate the use of this Contract by any party. NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES AND AGREES TO NAESB'S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT. The copyright in this Contract is owned by NAESB, and market participants are encouraged to review NAESB Copyright Policy and Companies with Access to NAESB Standards under the Copyright Policy posted by NAESB on its website at https://www.naesb.org/pdf2/copyright.pdf. Please review this posting and if your company’s name is not listed as having access, please obtain access by contacting the NAESB Office per the contact information in the Copyright Policy. Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 14 of 14 September 5, 2006 (Revised by R15003/R15007, April 4, 2016) TRANSACTION CONFIRMATION EXHIBIT A FOR IMMEDIATE DELIVERY Letterhead/Logo Date: ____________________________, _____ Transaction Confirmation #: _______________ This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated ______________________. The terms of this Transaction Confirmation are binding unless disputed in writing within 2 Business Days of receipt unless otherwise specified in the Base Contract. SELLER: _______________________________________________ _______________________________________________ _______________________________________________ Attn: ___________________________________________ Phone: _________________________________________ Fax: ___________________________________________ Base Contract No. ________________________________ Transporter: _____________________________________ Transporter Contract Number: _______________________ BUYER: _______________________________________________ _______________________________________________ _______________________________________________ Attn: ___________________________________________ Phone: _________________________________________ Fax: ___________________________________________ Base Contract No. ________________________________ Transporter: _____________________________________ Transporter Contract Number: _______________________ Contract Price: $ /MMBtu or ______________________________________________________________________ Delivery Period: Begin: , ___ End: , ___ Performance Obligation and Contract Quantity: (Select One) Firm (Fixed Quantity): Firm (Variable Quantity): Interruptible: MMBtus/day MMBtus/day Minimum Up to MMBtus/day EFP MMBtus/day Maximum subject to Section 4.2. at election of Buyer or Seller Delivery Point(s): ________________________ (If a pooling point is used, list a specific geographic and pipeline location): Special Conditions: Seller: __________________________________________ By: ____________________________________________ Title: ___________________________________________ Date: __________________________________________ Buyer: __________________________________________ By: ____________________________________________ Title: ___________________________________________ Date: __________________________________________ 999014 - 1 - EXHIBIT A SPECIAL PROVISIONS TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS - GENERAL TERMS AND CONDITIONS (FORM NAESB Standard 6.3.1-9/5/06 (Revised by R15003/R15007, 4/4/16) BY AND BETWEEN CITY OF PALO ALTO AND CITY OF REDDING DATED: ____________, 2018 SECTION 1.2 [Oral Transaction Procedure], line 13: after “agreed to” add “, in writing,”. SECTION 1.3 shall be amended by deleting subsections (iii) and (iv) of the last sentence and replacing them with the following new subsections: “(iii) the Special Provisions, (iv) the Base Contract, and (v) these General Terms and Conditions”. SECTION 1.4 is amended by adding the following after the third sentence: “Promptly upon request by a party, the other party shall provide a copy of such recording to the party making the request.” SECTION 1.5 is added to SECTION 1, as follows: “City is a municipal utility governed by the City of Palo Alto, by and through its Council, which has all powers necessary and appropriate to a municipal corporation, including but not limited to the authority granted by the City Charter, Article XI, Section 9(a) of the California Constitution, California Government Code Section 39732 and California Public Utilities Code Section 10002, to establish, purchase, and operate public works to furnish its inhabitants with natural gas. Under this authority, City is engaged in the business of delivering natural gas to its residential and commercial customers in Palo Alto, California.” SECTION 1.6 is added to SECTION 1, as follows: “(i) Supplier is either an eligible contract participant or a producer, processor, commercial user of, or merchant handling natural gas that offers or enters into any Transactions hereunder solely for the purposes related to its business as such; (ii) Supplier is, and the City reasonably believes Supplier to be, a commercial party that is offered or enters into Transactions solely for purposes related to its business as such; and (iii) the Transactions are intended to be physically settled for immediate or deferred delivery.” SECTION 2.4, line 1: after “incorporates” add “the Cover Sheet and”. SECTION 2.6 is amended and restated in its entirety, as follows: “’Business Day’ shall mean any Day except Saturday, Sunday, a Day that is a regular holiday declared by City pursuant to Palo Alto Municipal Code Section 2.08.100 or a Day that is a Federal Reserve Bank holiday.” SECTION 2.9 is amended by deleting the “and” before “(iii)”, and inserting at the end of that provision before “.” the following: “and (iv) the Credit Support Addendum to Base Contract for Sale and Purchase of Natural Gas attached hereto as Exhibit B and as subsequently executed by the Parties”. ATTACHMENT C 999014 2 SECTION 2.13 is amended to (i) replace the words “to provide or establish” with the words, “to provide, maintain, or establish”. SECTION 2.23, at the end of the sentence after the words, “immediately due and payable”, the following: “(after giving effect to any applicable notice requirement or grace period)”. SECTION 3.1, line 3: add a third sentence, as follows: “If a transaction is not designated as Firm or Interruptible, the transaction shall be deemed to be Firm.” SECTION 3.2 [Cover Standard], in the last sentence: after “payable” add “within”, and delete “presentation” and replace with “receipt”. SECTION 3.5 is added to SECTION 3, as follows: “Notwithstanding any other provision of this SECTION 3, if a party fails to deliver or receive Gas for three or more consecutive Business Days and such failure is not excused by the terms of the Transaction Confirmation, by Force Majeure, or by the other party’s failure of performance, then upon one Business Day’s prior written Notice and for so long as the non-performing party fails to deliver or receive Gas, the performing party may suspend its performance under such Transaction Confirmation and shall not be obligated to resume its performance until the non-performing party provides two Business Days’ prior written Notice of its intention to perform such obligation (“Notice to Resume Contractual Performance”); provided, however, if the performing party has entered into a replacement contract for a term of 31 Days or less during the suspension period, such performing party may defer its obligation to resume delivering or receiving Gas until after the expiration of the term of the replacement contract; provided further, that the performing party provides written Notice of its execution of such replacement contract to the non-performing party within two Business Days of the performing party’s receipt of the Notice to Resume Contractual Performance.” SECTION 7.1, line 3: after “actual quantity” add “delivered”. SECTION 7.4, line 2: after “it must provide,” add “within 60 Days”; and line 3: delete “without undue delay”. SECTION 7.5, line 3: delete “, plus two percent per annum”. SECTION 8.3 is hereby amended by adding the following sentence to the end of this paragraph: “Neither party shall be obligated to indemnify, defend, or hold the other party harmless to the extent any liability, suit, action, damage, loss or expense arises out of or in connection with any intentional act, negligent act or failure to act on the part of the other party, its officers, agents, or employees.” SECTION 10.1 is amended and restated in its entirety, as follows: “During the term of this Contract, the parties shall comply with the requirements of the Credit Support Addendum to Base Contract for Sale and Purchase of Natural Gas and any subsequent amendments thereto.” SECTION 10.2, line 9: delete “or” before “[(]ix)”; and in line 11, after “Additional Event of Default;” add: 999014 3 “(x) during any 90-Day period on a rolling basis fail to perform a Firm obligation to deliver or receive Gas, as contemplated by Section 3.2, five or more times; or (xi) make any representation or warranty with respect to its financial statements (consolidated or unconsolidated balance sheet, income statement and statement of cash flow) or position that is false or materially misleading;” SECTION 10.3: Insert the following at the end of Section 10.3: “Failure by the Non-Defaulting Party to promptly exercise its rights to terminate and liquidate all transactions upon the occurrence of an Event of Default shall not be deemed to be a waiver of such right.” SECTION 10.3.1 [Early Termination Damages Apply], add a third paragraph, as follows: “The Non-Defaulting Party shall aggregate the costs that the Non-Defaulting party incurs in liquidating and accelerating each Terminated Transaction, or otherwise settling obligations arising from the cancellation and termination of each Terminated Transaction, including brokerage fees, commissions, and other similar transaction costs and expenses reasonably incurred by the Non-Defaulting Party, including costs associated with hedging its obligations, transaction costs associated with obtaining replacement supplies or markets (e.g., brokerage fees, or other such payments), additional transportation balancing or hub services costs, and similar costs incurred in transporting the replacement Gas to or from the replacement Gas seller or buyer, and reasonable attorneys’ fees (at trial and on appeal) and other reasonable litigation and administrative fees and costs incurred in connection with recovering any such costs owed to it by the Defaulting Party under this Contract (collectively ‘Costs’). Notwithstanding the limitation of liability set forth in Section 13, such Costs shall be due and payable by the Defaulting Party to the Non-Defaulting Party within 10 Business Days after receipt by the Defaulting Party of the Non-Defaulting Party’s statement of Costs.” SECTION 10.3.2 [Other Agreement Setoffs Apply; Bilateral Setoff Option], line 3: after the first sentence, add: “Notwithstanding any provision to the contrary herein, any Net Settlement Amount that the Non-Defaulting Party may owe the Defaulting Party shall be equal to zero dollars.”; at the end of the section add: “The obligations of the Non-Defaulting Party and the Defaulting Party under this Contract or otherwise in respect of such amounts shall be deemed satisfied and discharged to the extent of any such setoff. The Non-Defaulting Party will give the Defaulting Party Notice of any setoff effected under this section provided that failure to give such notice shall not affect the validity of the setoff. Nothing in this paragraph shall be deemed to create a charge or other security interest. The rights provided by this Section are in addition to and not in limitation of any other right or remedy (including any right to setoff, counterclaim, or otherwise withhold payment) to which a party may be entitled (whether by operation of law, contract or otherwise). ‘setoff’ as used herein means setoff, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the Non-Defaulting Party is entitled or subject (whether arising under this Contract, another contract, and applicable law or otherwise) that is exercised by, or imposed on, the Non-Defaulting Party.” 999014 4 SECTION 10.3.2 [Other Agreement Setoffs Apply; Triangular Setoff Option], line 3: after the first sentence, add: “Notwithstanding any provision to the contrary herein, any Net Settlement Amount that the Non-Defaulting Party may owe the Defaulting Party shall be equal to zero dollars.”; line 5: delete the rest of the section after “(ii)” and replace with: “any Net Settlement Amount payable to the Defaulting Party against any amount(s) payable by the Defaulting Party to the Non-Defaulting Party and/or its Affiliates under any other agreement or arrangement between the Defaulting Party and/or its Affiliates and the Non-Defaulting Party and/or its Affiliates. The obligations of the Non- Defaulting Party, the Non-Defaulting Party’s Affiliates, if any, and the Defaulting Party under this Contract or otherwise in respect of such amounts shall be deemed satisfied and discharged to the extent of any such setoff. The Non-Defaulting Party will give the Defaulting Party Notice of any setoff effected under this section provided that failure to give such notice shall not affect the validity of the setoff. Nothing in this paragraph shall be deemed to create a charge or other security interest. The rights provided by this Section are in addition to and not in limitation of any other right or remedy (including any right to setoff, counterclaim, or otherwise withhold payment) to which a party may be entitled (whether by operation of law, contract or otherwise). ‘setoff’ as used herein means setoff, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the Non-Defaulting Party is entitled or subject (whether arising under this Contract, another contract, and applicable law or otherwise) that is exercised by, or imposed on, the Non-Defaulting Party.” SECTION 10.4, line 2: delete “, and whether the Net Settlement Amount is due to or due from the Non- Defaulting Party.”; line 8: delete “, plus two percent per annum;”. SECTION 11.5, line 1: after “the other party” add “of the dates on which Force Majeure commenced and terminated; line 3: after “Upon providing” add “such timely”; line 6: add a new sentence, as follows: “If the affected party fails to provide written notice of the event or occurrence to the other party as soon as reasonably possible, the affected party will not be relieved of its obligation to make or accept delivery of Gas to the extent and for the duration of Force Majeure.” SECTION 15.1, line 4: after “either party may” add “without the prior approval of the other party”; line 6: delete clause (ii) and replace with the following through the end of that sentence: “transfer or assign its interest to any Affiliate of such party, so long as such Affiliate’s creditworthiness equals or exceeds that of such assigning party or its Credit Support Provider, as applicable, as of the date the Base Contract is entered into by such party; provided, however, that in each of (i) and (ii), before any such assignment, transfer and assumption becomes effective, any such assignee shall agree, in writing, to be bound by the terms and conditions of this Contract and the assigning party shall agree, in writing, to remain liable for the obligations of the assignee hereof and shall deliver such tax and enforceability assurance as the non- assigning party may reasonably request. Notwithstanding any provision to the contrary, any direct or indirect change of control of either party (whether voluntary or by operation of law) shall be deemed an assignment and shall require the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Upon request, the party subject to a change of control shall promptly deliver financial statements, information and other evidence satisfactory to the requesting party regarding the proposed change of control and, among other things, creditworthiness of the other party after such change.” 999014 5 SECTION 15.13 is added to SECTION 15, as follows: “With respect to any proceeding in connection with any claim, counterclaim, demand, cause of action, dispute and controversy arising out of or relating to this Contract, the parties hereby consent to the exclusive jurisdiction of the federal courts for the Northern District of the State of California; provided, however, that if such federal courts sitting in the Northern District of the State of California refuse jurisdiction, the parties agree to the exclusive jurisdiction of the state courts sitting in the County of Santa, Clara, State of California, wherever venue may properly be laid.” SECTION 15.14 is added to SECTION 15, as follows: “Notwithstanding California Civil Code § 1654, this Contract shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which this Contract was negotiated, prepared, drafted or executed.” SECTION 15.15 is added to SECTION 15, as follows: “The parties do hereby represent and warrant that the General Terms and Conditions of the Base Contract have not been modified, altered, or amended in any respect except for these Special Provisions which are attached to and made a part of the Base Contract.” SECTION 15.15 is added to SECTION 15, as follows: “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Contract, it shall not discriminate in the employment of any person because of 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. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the Certification of Nondiscrimination furnished by Party B and attached to the Base Contract.” [SIGNATURES ON NEXT PAGE] 999014 6 IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate. CITY OF PALO ALTO Approval by Mayor: By: _______________ Name: James Keene Title: City Manager for Mayor Date: __________ ___, 2018 CITY OF REDDING____________________ By: _______________ Name: Dan Beans Title: Electric Utility Director Date: __________ ___, 2018 City of Palo Alto Approved as to form: By: _______________ Name: Elisa Larson Title: Counsel to the City of Palo Alto Date: __________ ___, 2018 City of Palo Alto Approval by City Manager: By: _______________ Name: James Keene Title: City Manager Date: __________ ___, 2018 City of Palo Alto Approval by Administrative Services Director: By: _______________ Name: _______________ Title Administrative Services Director, Chief Financial Officer Date: __________ ___, 2018 999014 7 Certification 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 and will not during the course of this contract discriminate in the employment of any person because of the 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 and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature:____________________________________________________ Date: _____________________ 999017 EXHIBIT B CREDIT SUPPORT ADDENDUM TO BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS – GENERAL TERMS AND CONDITIONS (FORM NAESB Standard 6.3.1-9/5/06 (Revised by R15003/R15007. 4/4/16)) BY AND BETWEEN CITY OF PALO ALTO AND CITY OF REDDING This Credit Support Addendum (“Addendum”) constitutes an Addendum to, and supplements, forms a part of, and amends, that certain Base Contract for Sale and Purchase of Natural Gas entered into by and between the parties affecting transactions thereunder. Capitalized terms used in this Credit Support Addendum that are not herein defined shall have the meanings ascribed to them in the Contract. References to sections not herein included shall be to those sections set forth in the Contract. A. Supplier’s Credit Requirements. (1) Supplier’s Security Threshold. As used in this Addendum, “Supplier’s Security Threshold” means, on any date of determination, the lowest of (a) the amount of any dollar limit set forth in the following table based on the higher applicable Credit Rating for Supplier, as applicable; (b) the dollar limit in an amount equal to zero if an Event of Default has occurred and is continuing with respect to Supplier. Supplier’s Credit Rating Security Threshold Moody’s Fitch A3 or above A- or above U.S. $20,000,000 Baa1 BBB+ U.S. $15,000,000 Baa2 BBB U.S. $10,000,000 Baa3 BBB- U.S. $ 5,000,000 Below Baa3 BBB-/Negative or below U.S. $ 0 (2) Performance Assurance. (a) Security Threshold. If at any time, and from time to time, during the term of this Contract, the Contract Exposure for Supplier exceeds Supplier’s Security Threshold, then City may request that Supplier provide Performance Assurance in an amount expressed in U.S. dollars equal to the amount by which the Contract Exposure exceeds Supplier’s Security Threshold. On any Business Day (but no more frequently than weekly with respect to a Letters of Credit and daily with respect to cash), Supplier, at its sole cost, may request that the amount of Performance Assurance be reduced based upon a decrease in the Contract Exposure as calculated on such Business Day. Any Performance Assurance being provided or returned shall be delivered within two (2) Business Days of the date of such request. The amount of Performance Assurance that Supplier provides shall be rounded upwards to the next multiple of U.S. $100,000, and the ATTACHMENT D 2. 999017 amount of Performance Assurance that City returns shall be rounded down to the next multiple of U.S. $100,000. (b) City of Redding Downgrade Event. If at any time a “City of Redding Downgrade Event” occurs in respect of Supplier, then City may require Supplier to provide Performance Assurance in an amount determined by City in a commercially reasonable manner. (c) Credit Assurance. If City has reasonable grounds to believe that Supplier’s creditworthiness or performance under this Contract has become unsatisfactory, then City may provide Supplier with written notice requesting Performance Assurance in an amount determined by the City in a commercially reasonable manner. Within three (3) Business Days of receipt of such notice, Supplier shall provide Performance Assurance to City. B. City of Palo Alto Downgrade Event. If at any time a “City of Palo Alto Downgrade Event” occurs, in respect of City, then Supplier may require City to provide Performance Assurance in an amount determined by Supplier in a commercially reasonable manner. City will be deemed to comply with any request of Supplier for Performance Assurance in accordance herewith if City furnishes to Supplier upon request a resolution adopted by its city council, determining that City’s retail gas rates are set at levels sufficient to recover all costs of providing Gas to City’s retail gas customers, including but not limited to the costs that City incurs with respect to all such Transaction Confirmations executed in accordance with this Contract. C. Grant of Security Interest; Remedies. To secure its obligations under this Contract, and to the extent it delivers Performance Assurance hereunder as the Providing Party, each Party hereby grants to the Requesting Party, as secured party, a present and continuing first priority security interest in, lien on, and right of setoff against, all Performance Assurance in the form of cash, and any and all proceeds resulting therefrom, held by or on behalf of the Requesting Party. The Providing Party agrees to take such further action as the Requesting Party may reasonably require in order to perfect, maintain and protect the Requesting Party’s security interest in such collateral. Upon the occurrence and continuance of an Event of Default with respect to the Providing Party, then, unless the Providing Party has satisfied in full all of its payment and performance obligations under this Contract that are then due, the Requesting Party may exercise any of the rights and remedies of a secured party under applicable law with respect to all Performance Assurance, exercise its right of setoff against any and all Performance Assurance, draw on any Letter of Credit issued for its benefit, and liquidate all Performance Assurance then held by the Requesting Party free from any claim or right of any nature whatsoever of the Providing Party. The Requesting Party shall either apply the proceeds of the Performance Assurance realized upon exercise of such rights or remedies to reduce the Providing Party’s obligations under this Contract, in such order as it elects, and the Providing Party shall remain liable for any amounts owing to the Requesting Party after such application, subject to the Requesting Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full, or hold such proceeds as collateral security to secure the performance of the Providing Party’s obligations under this Contract. D. Credit Events Of Default. The following events (“Credit Events”) shall be additional Events of Default under Section 10.2 of the Contract and the Non-Defaulting Party shall have the right to exercise any of the remedies provided for under Section 10 upon the occurrence of a Credit Event as provided herein. 3. 999017 (1) The failure of the Defaulting Party to establish, maintain, extend or increase Performance Assurance when required pursuant to this Addendum; or (2) The failure of the Defaulting Party to timely provide financial information as required by this Addendum, and such failure is not remedied within thirty (30) Days after written notice of such failure is given to the Defaulting Party; or (3) The failure of the Defaulting Party to comply with or perform any material agreement or obligation provided for in this Credit Support Addendum; or (4) A Letter of Credit Default. E. Financial Information. Upon request, Providing Party shall deliver to Requesting Party (i) within one hundred sixty (160) Days following the end of its fiscal year, a copy of the audited financial statements for General Fund and Enterprise Fund. In all cases the statements of both parties shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles or such other principles then in effect. F. General. (1) No failure or delay by either party hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof; (2) The headings in this Credit Support Addendum are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof; and (3) In the event of any inconsistency between the provisions of this Credit Support Addendum and the Contract (including any Special Provision thereto), this Credit Support Addendum will prevail for purposes of this Credit Support Addendum. In the event of any inconsistency between the provisions of the Credit Support Addendum and any document provided pursuant to Section (A)(2) or as Performance Assurance (“Credit Support Document(s)”), the terms and conditions of the Credit Support Document(s) will prevail. A Transaction Confirmation may not amend or conflict with the terms and provisions contained in this Credit Support Addendum. If the parties desire to modify or change provisions set forth in this Credit Support Addendum, then such amendment or modification shall be contained in writing (separate from a Transaction Confirmation) and shall be effective only upon prior written execution by the parties. If a Transaction Confirmation contains provisions which conflict with this Credit Support Addendum, it shall not otherwise invalidate any Transaction agreed to by the parties and the transaction shall constitute a Transaction without such provisions. G. Definitions. Terms used herein not otherwise defined in the Contract shall have the meanings specified below: “Bankrupt” means with respect to any entity, such entity (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it and such case filed against it is not dismissed in sixty (60) Days, (b) makes an assignment or any general arrangement for the benefit of creditors, (c) otherwise becomes bankrupt or insolvent (however evidenced), (d) has a liquidator, administrator, receiver, trustee, 4. 999017 conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (e) is generally unable to pay its debts as they fall due. “City of Palo Alto Downgrade Event” means (i) City of Palo Alto’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bonds (“Debt”) by S&P or Moody’s is respectively below BBB- or Baa3, and (ii) City of Palo Alto’s City Council lacks the legal authority under the California Constitution, the California Government Code, the California Public Utilities Code, the Charter of the City of Palo Alto and the Palo Alto Municipal Code under which the City was created, organized and authorized to enter into this Contract, to adjust gas rates as necessary to recover the City’s costs of providing retail gas service to its customers. “City of Redding Downgrade Event” means (i) City of Redding’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bonds (“Debt”) by Fitch or Moody’s is respectively below BBB- or Baa3, and (ii) City of Redding’s City Council lacks the legal authority under the California Constitution, the California Government Code, the California Public Utilities Code, the General Law status of the City of Redding and the Redding Municipal Code under which the City of Redding was created, organized and authorized to enter into this Contract, to adjust electric rates as necessary to recover the City of Redding’s costs of providing retail electric service to its customers. “Contract Exposure” means the amount equal to (i) determined pursuant to Section 10.3.1, an amount that would be payable by the Providing Party to the Requesting Party, as if an Early Termination Date had been declared pursuant to Section 10.3 (notwithstanding whether or not an Event of Default has occurred) and all transactions had been terminated; (ii) plus the net amount of all other payments owed but not yet paid between the Parties, whether or not such amounts are then due, for performance already provided pursuant to any and all transactions conducted under this Contract; (iii) less the amount of any Performance Assurance then held by the Requesting Party. “Credit Rating” means (i) with respect to a Party or its Credit Support Provider, if any, the lower of its long-term senior unsecured debt rating (not supported by third party credit enhancement) or its issuer rating by the specified rating agency, and (ii) with respect to a financial institution, the lower of its long-term senior unsecured debt rating (not supported by third party credit enhancement) or its deposit rating by the specified rating agency. In the event of an inconsistency in rating by two rating agencies (a “split rating”), the lowest rating assigned shall control. In the event a Party and its Credit Support Provider are both rated, the lowest rating assigned shall control. “Fitch” means Fitch Ratings Inc., or its successor. “Letter of Credit” means one or more irrevocable, transferable standby letters of credit issued by a Qualified Institution, in form and amount acceptable to the party in whose favor the Letter of Credit is issued in its sole discretion. The costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit. “Letter of Credit Default” means with respect to an outstanding Letter of Credit that is held by the Requesting Party, the occurrence of any of the following events: (i) the Providing Party fails to extend or replace such Letter of Credit delivered as Performance Assurance hereunder at least twenty (20) Business Days prior to its expiration, or (ii) the Letter of Credit delivered hereunder 5. 999017 shall expire, terminate or otherwise cease or fail to remain in full force and effect for any reason, or (iii) the Qualified Institution which issued such Letter of Credit hereunder fails to maintain the requirements of a Qualified Institution as specified herein or fails to comply with or perform its obligations under such Letter of Credit and such failure is not remedied within five (5) Business Days after written notice of such failure is given to Requesting Party, or (iv) the Qualified Institution which issued such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit, or (v) the Qualified Institution which issued such Letter of Credit shall become Bankrupt. Upon the occurrence of a Letter of Credit Default, the Providing Party agrees to transfer to the Requesting Party either a substitute Letter of Credit or other Performance Assurance, in each case on or before the second (2nd) Business Day after receipt by the Providing Party of written notice from the Requesting Party. “Moody's” means Moody's Investors Service, Inc., or its successor. “Performance Assurance” means collateral in the form, amount and for the term reasonably acceptable to the Requesting Party, including, but not limited to, cash, a Letter of Credit, or other security acceptable to the Requesting Party. If the collateral is in the form of cash, such cash shall be placed by the Requesting Party in a segregated, interest-bearing escrow account on deposit with a Qualified Institution and interest shall accrue to the Providing Party. The requirement to maintain a segregated escrow account shall not apply if the Requesting Party or its Credit Support Provider, if any, has a Credit Rating of at least A- by S&P or A3 by Moody’s. “Providing Party” means the party providing or being requested to provide (a) Performance Assurance, or (b) Financial Information hereunder. “Qualified Institution” means a U.S. commercial bank or a U.S. branch of a foreign bank (which is not an Affiliate of either Party) (i) duly organized under the laws of the United States (or any state or a political subdivision thereof), (ii) having assets of at least U.S. $10 Billion, and (iii) having a Credit Rating of at least A- by S&P and at least A3 by Moody’s. “Requesting Party” means the party requesting (a) Performance Assurance or (b) Financial Information be provided to it by the Providing Party hereunder. “S&P” means Standard & Poor's Ratings Services (a division of McGraw-Hill, Inc.) or its successor. 6. 999017 [SIGNATURES ON NEXT PAGE] 7. 999017 IN WITNESS WHEREOF, the parties hereto have executed this Credit Support Addendum in duplicate. CITY OF PALO ALTO Approval by Mayor: By: …………………………….. Name: James Keene Title: City Manager, for Mayor Date: __________ ___, 2018 CITY OF REDDING____________________ By: …………………………….. Name: Dan Beans Title: Electric Utility Director Date: __________ ___, 2018 City of Palo Alto Approved as to Form: By: …………………………….. Name: Elisa Larson Title: Counsel to the City of Palo Alto Date: __________ ___, 2018 City of Palo Alto Approval by City Manager: By: …………………………….. Name: James Keene Title: City Manager Date: __________ ___, 2018 City of Palo Alto Approval by Administrative Services Director, Chief Financial Officer: By: …………………………….. Name: Title: Administrative Services Director, Chief Financial Officer Date: __________ ___, 2018 City of Palo Alto (ID # 9420) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Resolution to Apply for Federal Funds for Additional Recycled Water Treatment Facility Title: Adoption of a Resolution Authorizing the Submittal of a Financial Assistance Application to the United States Bureau of Reclamation for the WaterSM ART: Title XVI Water Reclamation and Reuse Projects From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve a resolution (Attachment A) authorizing the submittal of a Financial Assistance Application to the United States Bureau of Reclamation for the WaterSMART: Title XVI Water Reclamation and Reuse Projects. Background The City of Palo Alto (City) operates the Regional Water Quality Control Plant (RWQCP) for six partner agencies and currently supplies tertiary-treated recycled water to several City-owned parks and facilities, truck-fill standpipes, Caltrans, and the City of Mountain View’s North of Bayshore distribution system. Current and potential future recycled water customers have expressed concerns with the quality of the recycled water produced at RWQCP; particularly the level of total dissolved solids (TDS) being too high for irrigation of salt-sensitive species such as the redwood tree. Consequently, in 2010 Council passed Resolution No. 9035, Resolution of the Council of the City of Palo Alto Establishing a Salinity Reduction Policy for Recycled Water. The resolution established a goal of reducing TDS concentrations to below 600 mg/L. Since 2010, the City and its RWQCP partner agencies have significantly reduced TDS concentrations by controlling infiltration of saline groundwater into the sewer collection system. Despite these efforts, TDS concentrations remain above the 600 mg/L goal (2017 annual average was 842 City of Palo Alto Page 2 mg/L) and require additional treatment processes at RWQCP to further reduce TDS concentrations and achieve the goal. In 2017, the City collaborated with Santa Clara Valley Water District and City of Mountain View to complete a feasibility study and preliminary design for an Advanced Water Purification System (AWPS) to be located at RWQCP (CMR 6458). The Final Advanced Water Purification System Feasibility Study indicated additional treatment through micro- or ultra-filters and reverse osmosis membranes would sufficiently reduce TDS concentrations when blended with the current recycled water to produce enhanced recycled water. A preliminary design (10 percent design level) was completed in December 2017 for a 1.125 million gallons per day (MGD) AWPS that could be scaled up in a second construction phase to 2.25 MGD. In partnership with Santa Clara Valley Water District and City of Mountain View, the City is proposing design completion for the two-phase facility, also referred to as the Advanced Water Purification System, Local Project. The United States Department of the Interior’s WaterSMART Program (Program) provides a framework for Federal leadership and assistance to stretch and secure water supplies for future generations in support of the Department’s priorities. Through WaterSMART, the Bureau of Reclamation leverages Federal and non- Federal funding to support stakeholder efforts to stretch water supplies and avoid conflicts over water. Through the Title XVI Water Reclamation and Reuse Program (Title XVI), the Bureau of Reclamation provides financial and technical assistance to local water agencies for the planning, design, and construction of water reclamation and reuse projects that have been congressionally authorized. The Water Infrastructure Improvements for the Nation Act (WIIN) was enacted in December 2016 to address water resources infrastructure that is critical to the nation's economic growth, health, and competitiveness. WIIN expands the Title XVI to allow water recycling projects that have not been congressionally authorized to be eligible to receive Federal funding. The City’s Advanced Water Purification System, Local Project has not been congressionally authorized and therefore is eligible for a portion of the current funding opportunity of $20 million for Title XVI projects authorized under section 4009(c) of the WIIN Act. Discussion Staff recommends that Council approve a resolution authorizing the submittal of a financial assistance application for design and preparation of environmental City of Palo Alto Page 3 documentation for the Advanced Water Purification System, Local Project. The application and resolution do not commit the City to accepting funds. Such a commitment would be required if and when the City entered into a grant agreement, a decision that would return to Council for approval if the grant is secured. Additionally, if the Advanced Water Purification System, Local Project is selected for funding and Council approved the grant agreement, the City is required to provide the 75 percent local match. It is anticipated that the local match will consist of staff time and monetary contributions from the City as well as from City of Mountain View and Santa Clara Valley Water District. To be eligible for this funding, the City is required to submit the attached resolution by August 26, 2018, within thirty (30) days after the application deadline of July 27, 2018. The purpose of the resolution is to verify: 1. The identity of the official with legal authority to enter into an agreement; 2. The board of directors, governing body, or appropriate official who has reviewed and supports the application submitted; 3. The capability of the applicant to provide the amount of funding and/or in-kind contributions specified in the funding plan; and 4. That the applicant will work with United States Bureau of Reclamation to meet established deadlines for entering into a grant or cooperative agreement. Timeline Staff intends to apply for the grant by the July 27, 2018 deadline and submit the adopted resolution within thirty (30) days, which is August 26, 2018, as required by the program to complete the application. Resource Impact Approving the resolution has no resource impact. Policy Implications (If Applicable) Applying for funding does not carry any policy implications. Environmental Review City of Palo Alto Page 4 Submittal of a grant application with no requirement to accept the grant if approved is not a project under the California Environmental Quality Act (CEQA). Attachment: Attachment A: Resolution Authorizing the WIIN Application for Recycled Water Funding Attachments: Attachment A: Resolution Authorizing WIIN Application for Recycled Water Funding NOT YET APPROVED 1 150225 mf 00710569 Resolution No. ______ Resolution of the Council of the City of Palo Alto Authorizing the City’s Submittal of a Financial Assistance Application to the United States Bureau of Reclamation for The WaterSMART: Title XVI Water Reclamation and Reuse Projects RECITALS A. The United Stated Bureau of Reclamation (“Reclamation”) has a funding program entitled “WaterSMART: Title XVI Water Reclamation and Reuse Projects”, and pursuant to this program, Reclamation makes funds available for water recycling projects that have a Title XVI- compliant approved Feasibility Study. B. The City of Palo Alto (the “City”) has an approved Title XVI Feasibility Study for its project titled “Advanced Water Purification System, Local Project”. C. The City wishes to complete the application for Title XVI, Water Infrastructure Improvements for the Nation Act (WIIN) funds to cover a portion of the cost of the Advanced Water Purification System, Local Project by submittal of this resolution to the Bureau of Reclamation by the August 26, 2018 deadline (30 days after application package deadline). D. Reclamation has directed applicants to include in its application an official resolution adopted by the applicant’s board of directors or governing body verifying 1) the identity of the official with legal authority to enter into an agreement, 2) the board of directors, governing body, or appropriate official who has reviewed and supports the application submitted, 3) the capability of the applicant to provide the amount of funding and/or in-kind contributions specified in the funding plan, and 4) that the applicant will work with Reclamation to meet established deadlines for entering into a grant or cooperative agreement. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby finds that it is in the City and the public’s interest in the health, safety and welfare of the community to file the WIIN Financial Assistance Application with Reclamation to seek funds made available under the WIIN Act of Title XVI. SECTION 2. The City Council has received and supports the completion of the application with this resolution that will be submitted before the 26th day of August, 2018, and finds: (a) The City has legal authority to enter into an agreement with Reclamation to receive a grant, and (b) The City is able to provide the minimum 75% non-federal cost share specified in the funding plan for the application. SECTION 3. The Council hereby authorizes and directs the City Manager or his designee, including the Director of Public Works, to: (a) File and sign, for and on behalf of the City of Palo Alto, a Financial Assistance Application for a financing agreement from Reclamation for the Advanced Water Purification System, Local Project. (b) Provide the assurances, certifications, and commitments required for the financial assistance application, including negotiating a financial assistance agreement from the Board and any amendments or changes thereto. (c) Represent the City in carrying out the City’s responsibilities under the financing agreement to be approved by the Council, including certifying disbursement requests on behalf of the city and compliance with applicable state and federal laws. SECTION 4. The City will work with Reclamation to meet established deadlines required for entering into a cooperative agreement to obtain the aforementioned grant funding. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ _____________________________ Senior Asst. City Attorney City Manager _____________________________ Director of Public Works City of Palo Alto (ID # 9420) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Resolution to Apply for Federal Funds for Additional Recycled Water Treatment Facility Title: Adoption of a Resolution Authorizing the Submittal of a Financial Assistance Application to the United States Bureau of Reclamation for the WaterSM ART: Title XVI Water Reclamation and Reuse Projects From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve a resolution (Attachment A) authorizing the submittal of a Financial Assistance Application to the United States Bureau of Reclamation for the WaterSMART: Title XVI Water Reclamation and Reuse Projects. Background The City of Palo Alto (City) operates the Regional Water Quality Control Plant (RWQCP) for six partner agencies and currently supplies tertiary-treated recycled water to several City-owned parks and facilities, truck-fill standpipes, Caltrans, and the City of Mountain View’s North of Bayshore distribution system. Current and potential future recycled water customers have expressed concerns with the quality of the recycled water produced at RWQCP; particularly the level of total dissolved solids (TDS) being too high for irrigation of salt-sensitive species such as the redwood tree. Consequently, in 2010 Council passed Resolution No. 9035, Resolution of the Council of the City of Palo Alto Establishing a Salinity Reduction Policy for Recycled Water. The resolution established a goal of reducing TDS concentrations to below 600 mg/L. Since 2010, the City and its RWQCP partner agencies have significantly reduced TDS concentrations by controlling infiltration of saline groundwater into the sewer collection system. Despite these efforts, TDS concentrations remain above the 600 mg/L goal (2017 annual average was 842 City of Palo Alto Page 2 mg/L) and require additional treatment processes at RWQCP to further reduce TDS concentrations and achieve the goal. In 2017, the City collaborated with Santa Clara Valley Water District and City of Mountain View to complete a feasibility study and preliminary design for an Advanced Water Purification System (AWPS) to be located at RWQCP (CMR 6458). The Final Advanced Water Purification System Feasibility Study indicated additional treatment through micro- or ultra-filters and reverse osmosis membranes would sufficiently reduce TDS concentrations when blended with the current recycled water to produce enhanced recycled water. A preliminary design (10 percent design level) was completed in December 2017 for a 1.125 million gallons per day (MGD) AWPS that could be scaled up in a second construction phase to 2.25 MGD. In partnership with Santa Clara Valley Water District and City of Mountain View, the City is proposing design completion for the two-phase facility, also referred to as the Advanced Water Purification System, Local Project. The United States Department of the Interior’s WaterSMART Program (Program) provides a framework for Federal leadership and assistance to stretch and secure water supplies for future generations in support of the Department’s priorities. Through WaterSMART, the Bureau of Reclamation leverages Federal and non- Federal funding to support stakeholder efforts to stretch water supplies and avoid conflicts over water. Through the Title XVI Water Reclamation and Reuse Program (Title XVI), the Bureau of Reclamation provides financial and technical assistance to local water agencies for the planning, design, and construction of water reclamation and reuse projects that have been congressionally authorized. The Water Infrastructure Improvements for the Nation Act (WIIN) was enacted in December 2016 to address water resources infrastructure that is critical to the nation's economic growth, health, and competitiveness. WIIN expands the Title XVI to allow water recycling projects that have not been congressionally authorized to be eligible to receive Federal funding. The City’s Advanced Water Purification System, Local Project has not been congressionally authorized and therefore is eligible for a portion of the current funding opportunity of $20 million for Title XVI projects authorized under section 4009(c) of the WIIN Act. Discussion Staff recommends that Council approve a resolution authorizing the submittal of a financial assistance application for design and preparation of environmental City of Palo Alto Page 3 documentation for the Advanced Water Purification System, Local Project. The application and resolution do not commit the City to accepting funds. Such a commitment would be required if and when the City entered into a grant agreement, a decision that would return to Council for approval if the grant is secured. Additionally, if the Advanced Water Purification System, Local Project is selected for funding and Council approved the grant agreement, the City is required to provide the 75 percent local match. It is anticipated that the local match will consist of staff time and monetary contributions from the City as well as from City of Mountain View and Santa Clara Valley Water District. To be eligible for this funding, the City is required to submit the attached resolution by August 26, 2018, within thirty (30) days after the application deadline of July 27, 2018. The purpose of the resolution is to verify: 1. The identity of the official with legal authority to enter into an agreement; 2. The board of directors, governing body, or appropriate official who has reviewed and supports the application submitted; 3. The capability of the applicant to provide the amount of funding and/or in-kind contributions specified in the funding plan; and 4. That the applicant will work with United States Bureau of Reclamation to meet established deadlines for entering into a grant or cooperative agreement. Timeline Staff intends to apply for the grant by the July 27, 2018 deadline and submit the adopted resolution within thirty (30) days, which is August 26, 2018, as required by the program to complete the application. Resource Impact Approving the resolution has no resource impact. Policy Implications (If Applicable) Applying for funding does not carry any policy implications. Environmental Review City of Palo Alto Page 4 Submittal of a grant application with no requirement to accept the grant if approved is not a project under the California Environmental Quality Act (CEQA). Attachment: Attachment A: Resolution Authorizing the WIIN Application for Recycled Water Funding Attachments: Attachment A: Resolution Authorizing WIIN Application for Recycled Water Funding NOT YET APPROVED 1 150225 mf 00710569 Resolution No. ______ Resolution of the Council of the City of Palo Alto Authorizing the City’s Submittal of a Financial Assistance Application to the United States Bureau of Reclamation for The WaterSMART: Title XVI Water Reclamation and Reuse Projects RECITALS A. The United Stated Bureau of Reclamation (“Reclamation”) has a funding program entitled “WaterSMART: Title XVI Water Reclamation and Reuse Projects”, and pursuant to this program, Reclamation makes funds available for water recycling projects that have a Title XVI- compliant approved Feasibility Study. B. The City of Palo Alto (the “City”) has an approved Title XVI Feasibility Study for its project titled “Advanced Water Purification System, Local Project”. C. The City wishes to complete the application for Title XVI, Water Infrastructure Improvements for the Nation Act (WIIN) funds to cover a portion of the cost of the Advanced Water Purification System, Local Project by submittal of this resolution to the Bureau of Reclamation by the August 26, 2018 deadline (30 days after application package deadline). D. Reclamation has directed applicants to include in its application an official resolution adopted by the applicant’s board of directors or governing body verifying 1) the identity of the official with legal authority to enter into an agreement, 2) the board of directors, governing body, or appropriate official who has reviewed and supports the application submitted, 3) the capability of the applicant to provide the amount of funding and/or in-kind contributions specified in the funding plan, and 4) that the applicant will work with Reclamation to meet established deadlines for entering into a grant or cooperative agreement. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby finds that it is in the City and the public’s interest in the health, safety and welfare of the community to file the WIIN Financial Assistance Application with Reclamation to seek funds made available under the WIIN Act of Title XVI. SECTION 2. The City Council has received and supports the completion of the application with this resolution that will be submitted before the 26th day of August, 2018, and finds: (a) The City has legal authority to enter into an agreement with Reclamation to receive a grant, and (b) The City is able to provide the minimum 75% non-federal cost share specified in the funding plan for the application. SECTION 3. The Council hereby authorizes and directs the City Manager or his designee, including the Director of Public Works, to: (a) File and sign, for and on behalf of the City of Palo Alto, a Financial Assistance Application for a financing agreement from Reclamation for the Advanced Water Purification System, Local Project. (b) Provide the assurances, certifications, and commitments required for the financial assistance application, including negotiating a financial assistance agreement from the Board and any amendments or changes thereto. (c) Represent the City in carrying out the City’s responsibilities under the financing agreement to be approved by the Council, including certifying disbursement requests on behalf of the city and compliance with applicable state and federal laws. SECTION 4. The City will work with Reclamation to meet established deadlines required for entering into a cooperative agreement to obtain the aforementioned grant funding. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ _____________________________ Senior Asst. City Attorney City Manager _____________________________ Director of Public Works City of Palo Alto (ID # 9404) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Approval of Baylands Boardwalk Improvement Design Contract Amendment No. 1 Title: Approval of Amendment No. 1 to Contract No. C17163750 With Biggs Cardosa Associates, Inc. in an Amount Not -to-Exceed $198,514 to Provide Construction Administration Services for the Baylands Boardwalk Improvement Project (PE-14018), for a new Total Not-To-Exceed Amount of $638,506, and to Extend the Term Through June 30,2019 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Contract Amendment No. 1 to Contract No. C17163750 with Biggs Cardosa Associates, Inc. (Attachment A) in the amount of $198,514, for a total contact amount not-to-exceed $638,506 for construction administration services for the Baylands Boardwalk Improvement project (CIP PE-14018). Background The Baylands Boardwalk Improvement project (project) will replace the existing boardwalk at the Interpretive Center with a new accessible boardwalk of the same length and on the same alignment. The existing boardwalk was constructed in 1969 and rehabilitated in 1980. Council approved a construction contract with Vortex Marine Construction, Inc. for the project on June 25, 2018 (CMR 9301). As described in the June 25, 2018 report, a contract amendment with Biggs Cardosa Associates, Inc. (BCA) is needed to provide construction administration services. Discussion The contract amendment scope of services is summarized below, consisting of three main tasks. The original contract authorized design and bidding services, CITY OF PALO ALTO City of Palo Alto Page 2 and this contract amendment authorizes BCA to provide construction administration and support services during construction. This amendment includes environmental mitigation measures outlined by the adopted Mitigated Negative Declaration. 1. Task 1 – Project Management/Administration Services a) Attend pre-construction meeting and construction field meetings b) Participate in a monthly teleconference with City Project Engineer (PE); up to five meetings assumed 2. Task 2 – Construction Support Engineering Services a) Assist PE with responses to contractor initiated Requests for Information related to structural elements of work b) Review contractor structural shop drawings and structural calculations c) Assist PE with the preparation of City requested Contract Change Orders d) Prepare record drawings e) Conduct geotechnical field observation during installation of post/piles f) Attend final inspection walk through with City PE 3. Task 3 – Construction Environmental Services a) Environmental training b) Pre-construction surveys and monitoring at temporary access pathway c) Preconstruction surveys and monitoring at bents d) Agency notifications and reports e) Post-construction wetland restoration Resource Impact Funding for this amendment is available in the Capital Improvement Program project PE-14018 Baylands Boardwalk Improvements project. Timeline The onsite construction for the project is limited to five months from September 1 through January 31 due to regulatory requirements to avoid the bird nesting season in the Baylands. Beginning in September, on-site construction is expected to be completed by December 2018. Policy Implications The project is consistent with the Comprehensive Plan goals, policies, and programs. City of Palo Alto Page 3 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. 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 Approval of the contract amendment is not a project under CEQA. Attachments: Attachment A: Amendment No. 1 1 AMENDMENT NO. 1 TO CONTRACT NO. C17163750 BETWEEN THE CITY OF PALO ALTO AND BIGGS CARDOSA ASSOCIATES, INC. This Amendment No. 1 (this “Amendment) to contract no. C17163750 is entered into as of August 13, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BIGGS CARDOSA ASSOCIATES, INC., a California corporation, located at 865 The Alameda, San Jose, CA 95126 (“CONSULTANT”). CITY and CONSULTANT are referred to herein collectively as the “Parties”. R E C I T A L S A.The Contract (as defined below) was entered into on August 15, 2016 between the Parties for the provision of professional services for the Baylands Boardwalk Improvement Project (“Project”) including environmental assessment, preliminary and final design development, and bidding phase services, as detailed therein. At the time of award of the Contract, it was contemplated that, if later approved by the City Council, the Contract would be amended to include construction administration services, which were described in both the Request for Proposals and the Contract. The construction administration includes project management, construction engineering and environmental monitoring services during construction. B.The Parties now wish to amend the Contract to include construction administration services; to increase the total not- to- exceed amount of compensation by an amount not to exceed One Hundred Ninety- Eight Thousand Five Hundred Fourteen Dollars ($198,514), from Four Hundred Thirty-Nine Thousand Nine Hundred Ninety-Two Dollars ($439,992), to a new total not-to-exceed amount of Six Hundred Thirty Eight Thousand Five Hundred Six Dollars ($638,506); and to extend the term through June 30,2019; as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a.Contract. The term “Contract” shall mean contract no. C17163750 between CONSULTANT and CITY. b.Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 1, “SCOPE OF SERVICES”, of the Contract is hereby amended to read as follows: “CONSULTANT shall perform the Services described at Exhibit “A-1” as an addition to the Services described in Exhibit “A”, in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.” DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 Amendment A 2 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”, but in no event later than June 30, 2019, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 4. Section 4, “NOT TO EXCEED COMPENSATION”, of the Contract is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Scope of Services”) and Exhibit “A-1” (“Scope of Services, Amendment No. 1”) (collectively, the “Basic Services”), and reimbursable expenses, shall not exceed Five hundred Eighty Thousand Four Hundred Sixty Dollars ($580,460). 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 Six Hundred Thirty Eight Thousand Five Hundred Six Dollars ($638,506). The applicable rates and schedule of payment are set out at Exhibit “C-1” entitled “SCHEDULE OF RATES,” and/or Exhibit “C-2”, entitled “SCHEDULE OF RATES,” each of which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A” and/or Exhibit “A-1”.” SECTION 5. Task 9 (“Construction Phase Services”), consisting of Tasks 9.0 through 9.7, of Exhibit “A” (“Scope of Services”) of the Contract, is hereby deleted and replaced in the entirety by Tasks 9, 10, and 11 of Exhibit “A-1” (“Scope of Services, Amendment No.1”), which is attached and incorporated into this Amendment and the Contract pursuant to Section 6 of this Amendment. SECTION 6. The following exhibits to the Contract are hereby added, or deleted and replaced in the entirety, as indicated below, to read as set forth in the attachments to this Amendment, all of which are hereby incorporated into this Amendment as though fully set forth herein, and into the Contract as though fully set forth therein, respectively, by this reference. a.Exhibit “A-1” entitled “SCOPE OF SERVICES, AMENDMENT No. 1” – Added. b.Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE” of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 1”. DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 3 c.Exhibit “C” entitled “COMPENSATION” of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “C”, entitled “COMPENSATION, AMENDMENT No. 1”. d.Exhibit “C-2” entitled “SCHEDULE OF RATES”- Added. 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. SIGNATURES OF THE PARTIES 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 (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) BIGGS CARDOSA ASSOCIATES, INC. By: Name: Title: Attachments: EXHIBIT "A-1": “SCOPE OF SERVICES, AMENDMENT NO. 1” (ADDED) EXHIBIT "B”: “SCHEDULE OF PERFORMANCE” (AMENDED-REPLACES PREVIOUS) EXHIBIT “C”: “COMPENSATION”-(AMENDED-REPLACES PREVIOUS) EXHIBIT “C-2”: “SCHEDULE OF RATES” (ADDED) DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 President Stephen Biggs 4 EXHIBIT “A-1” SCOPE OF SERVICES, AMENDMENT NO.1 (ADDED) The Consultant shall provide the following construction administration services detailed in this Exhibit “A-1” (“Scope of Services, Amendment No.1”)., The Parties understand and agree that Tasks 9, 10, and 11 of this Exhibit A-1 replace Task 9 (“Construction Phase Services”), which consists of Tasks 9.0 through 9.7, ofExhibit “A” (“Scope of Services”). Task 9 – Project Management/ Administration Services 1. Design Team management and administration 2. Attend pre-construction meeting 3. Attend construction field meetings (up to 5 meetings assumed) upon request by the City 4. Participate in monthly teleconference with City’s Project Engineer (up to 5 meetings assumed) Task 10 – Construction Support Engineering Services 1. Assist City Project Engineer (PE) with responses to Contractor initiated Requests for Information (RFIs) related to structural elements of work. 2. Review Contractor structural shop drawings and structural calculations to include: a. Demolition Plan b. Post/Pile Installation Plan c. Miscellaneous metal shop drawings d. Certificates of Compliance for structural elements 3. Assist PE with review of non-structural shop drawings as requested. This task assumes that the primary non-structural reviews will be performed by the PE and includes an allowance for providing support to the PE related to: a. General access elements of work b. General environmental elements of work c. General geotechnical elements of work 4. Assist PE with preparation of minor City requested Contract Change Orders (CCOs). 5. Prepare Record Drawings from one consolidated master mark-up set of PE red line comments provided to Consultant. 6. Conduct geotechnical field observation during installation of post/piles. An allowance has been assumed for providing part-time field observation. Field observation will be provided by trained field personnel. Observations will be from a geotechnical perspective and in accordance with the project plans and specifications. A total of five working days has been assumed for post/pile observation as follows: 3 days at initiation of Post/Pile installation to verify Contractor installation methods and geotechnical capacity of post/piles. Up to 2 additional field days during post/pile installation to spot check installation methods and address any field challenges encountered. 7. Provide input/draft responses for Notices of Potential Claims at the request of the City and includes an allowance for providing support to the PE. 8. Attend final inspection walk through with City PE. DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 5 Task 11 – Construction Environmental Services 1. Environmental Training: a. The project's Biological Opinion (BO) requires USFWS-approved biologists to conduct all training sessions, surveys, and monitoring work. Names and resumes of proposed biologists involved in conducting all training sessions, surveys, and monitoring work described herein will be submitted to the USFWS for approval. The submittal will include a cover letter and resumes for biologists qualified to conduct training sessions, surveys, and/or monitoring activities for special-status wildlife species. b. In accordance with Mitigation Measure BI0-1.3 of the IS/MND, and a conservation measure in the BO, a Worker Environmental Awareness Program will be prepared by a USFWS-approved biologist who will present this training to project staff (construction crews, contractors, city staff, and, inspectors). The training will include a description of special-status species that occur on the site (e.g., the California Ridgway's rail [Rallus obsoletus obsoletus], salt marsh harvest mouse [Reithrodontomys raviventris], salt marsh wandering shrew [Sorex vagrans halicoetes]), as well as their habitats, biology and general behavior, the importance of the species, their legal status, the general measures that are being implemented to conserve these species as they relate to the project, the boundaries within which the project may be accomplished, notification protocols in the event that a listed species is observed, and penalties for violation. c. Training sessions will be provided as needed (e.g., as additional construction personnel begin work on the project). For the purpose of budgeting this task, it is assumed that most training sessions can be provided concurrently with the construction monitoring tasks described in the tasks below. Thus, the allowance for this task includes the development of printed training materials and up to five training sessions. A record of all personnel trained by the USFWS approved biologist will be maintained, and this record will be made available to the USFWS and City of Palo Alto for compliance verification. 2. Preconstruction Surveys and Monitoring at Temporary Access Pathway: a. The BO and IS/MND require a USFWS-approved biologist to conduct an initial inspection for California Ridgway's rails, salt marsh harvest mice, and salt marsh wandering shrews and to monitor vegetation removal, wildlife exclusion fence installation, and marsh mat placement at the proposed temporary access pathway within tidal salt marsh. b. A USFWS-approved biologist will conduct an initial inspection of the work area and monitor the duration of vegetation clearing, wildlife exclusion fence installation, and marsh mat placement for the temporary access pathway, which will remain in place for the duration of construction. The biologists will make specific recommendations with respect to the rate of vegetation removal (to ensure that any harvest mice or shrews present are able to escape to cover that will not be impacted), and whether vegetation needs to remain in a certain area temporarily to facilitate dispersal of mice/shrews into habitat outside the impact area. The allowance for this task assumes that the construction of the temporary access pathway will be completed in five working days. Should Contractor's operations extend longer than 5 working days, planning level costs for each additional day are $2,000 per day. c. Once the wildlife exclusion fence is installed, IS/MND Mitigation Measure BIO-1.12 requires that the fence be inspected daily and if a break in the fence is found, a USFWS- approved biologist will inspect the work area for salt marsh harvest mice. It is assumed that these daily inspections can occur concurrently with the preconstruction surveys and monitoring work described above and below. On days when no work is occurring in the DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 6 marsh and monitors are not at the site, it is assumed that that these daily inspections will be conducted by the City inspector or Contractor. The allowance for this task assumes that five extra visits to inspect the work after a breach in the fence is reported will be needed. d. This task also includes a small allowance for coordination with the City of Palo Alto and USFWS if a California Ridgway's rail, salt marsh harvest mouse, or salt marsh wandering shrew is observed during the site inspections or monitoring work. 3. Preconstruction Surveys and Monitoring at Bents: a. The project's BO and IS/MND Mitigation Measure BIO-1.8 requires a USFWS approved biologist to be present during on-the-ground work activities within the marsh or in vegetated areas within 5 feet of the marsh to look for individuals that may be impacted by construction. b. When construction personnel need to temporarily stand in the marsh to perform work at the bents (as opposed to activities on the elevated boardwalk/decking), a USFWS- approved biologist will first inspect the marsh to determine whether any salt marsh harvest mice or California Ridgway's rails are present. As the construction personnel place a temporary mat in the marsh on which to conduct that work, the biologist will monitor the placement of the mat and all activities conducted by personnel on the mat (until work within the marsh at that bent is completed). The allowance for this task assumes that 40 full days of monitoring will be required due to the length of the boardwalk and the number of bents. c. Should Contractor's operations extend longer than 40 working days, planning level costs for each additional day are $1,350 per day. Work in the marsh may be very intermittent; therefore, the biologist will work with the City and Contractor to schedule work at the bents that best utilizes biologist’s time monitoring on site to minimize the actual budget needed to perform this work. d. This task also includes a small allowance for coordination with the City of Palo Alto and USFWS if a California Ridgway's rail, salt marsh harvest mouse, or salt marsh wandering shrew is observed during the site inspections or monitoring work. 4. Agency Notifications and Reports: The project's BO includes a number of requirements related to notifications and reports. This task includes time for biologists to complete the following notifications and reports: a. Provide notification to the USFWS within 24 hours of sighting any federally listed species, finding any injured or dead federally listed species, or finding any unintended damage to listed species' habitat associated within the project. Notification will include the date, time, and precise location of the individual/incident (BO Reporting Requirement 1). b. If any special-status species are observed during preconstruction surveys, site inspections, or monitoring work, complete and submit California Natural Diversity Database forms of the sightings (BO Reporting Requirement 2). c. Prepare and submit a post-construction compliance report to the USFWS within 60 days of project completion. The report shall include (1) dates that construction occurred; (2) pertinent information concerning the success of the project in meeting the avoidance and minimization measures; (3) an explanation of failure to meet such measures, if any; (4) known project effects on the California Ridgway's rail and salt marsh harvest mouse, if any; (5) occurrences of incidental take of these listed species, if any; (6) documentation of employee environmental education; and (7) other pertinent information (BO Reporting Requirement 3). 5. Post-Construction Wetland Restoration: DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 7 Wetland Habitat Impact Assessment: a.Prior to initiation of project construction, wetland restoration ecologists will visit the site and establish 6 photo monitoring points to monitor the temporary access path and the area under the boardwalk as per Condition 14 of the 401 WQC. A map will be prepared showing the location of these points and the direction of each photograph. b.Following construction and removal of marsh mats, wetland restoration ecologists will conduct a site visit to assess the extent of construction impacts to tidal salt marsh vegetation in accordance with MM BIO-5.l. The ecologists will qualitatively assess the condition of topography, soil compaction, and vegetation within the construction footprint relative to the adjacent tidal marsh outside of the construction footprint. Consultant will also measure relative soil surface elevations in the construction area relative to the adjacent vegetated marsh using a laser level. Consultant will then prepare a concise technical memorandum (2 pages) describing site observations and ecologist’s professional opinion regarding whether tidal salt marsh vegetation is likely to recover passively within a single growing season or whether active restoration is necessary to facilitate rapid native vegetation recovery. This task also includes communications with the City to describe consultant’s findings and recommended next steps. c.At the same time as the site visit to assess impacts and the potential need for active restoration, the post-construction photo monitoring will be conducted. These results will be compiled in an as-built report to be submitted to the RWQCB no more than 45 days following project construction completion, as per Condition 17 of the 401 WQC. The report will also describe project implementation and any deviations from the plan sets used in permitting. d.If the need for active restoration is clear following the post-construction site visit, ecologists will forego the initial one year monitoring described in Condition 18 of the 401 WQC, and will simply alert the RWQCB that a WRMP is being prepared immediately because the site is not expected to attain the success criteria laid out in the 401 WQC without corrective and restorative actions. In this case, Optional Services "Wetland Restoration and Monitoring Plan" described below will not be necessary. ASSUMPTIONS This Exhibit “A-1” (“Scope of Services, Amendment No. 1”) includes the following assumptions: 1.The City will assign a Project Engineer (PE) to the project that will be responsible for day to day oversight of the City's Contractor. 2.Consultant scope of services under this Exhibit “A-1” is limited to the tasks and services outlined herein. Approval for Additional Services may be sought by Consultant pursuant to Exhibit “C” (“Compensation”). 3.All shop drawing submittals and RFIs for Design Team review will be routed and coordinated through the PE to Consultant. 4.The PE will provide any necessary coordination with the affected utility companies, adjacent property owners or other outside entity affected by the work. On City’s request, the Consultant shall provide necessary support (e.g. design information) for City’s coordination with these entities. Approval for Additional Services may be sought by Consultant pursuant to Exhibit “C” (“Compensation”) to perform these services. 5.Shop drawing reviews are provided for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 8 Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. Consultants review shall not constitute approval of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures. Consultant's review of a specific item shall not indicate approval of an assembly of which the item is a component. 6. Boardwalk construction is assumed to be completed by the Contractor within the September 2018 to January 2019 environmental work window. If such work is not completed by the Contractor within one construction work window, then approval for Additional Services may be sought by Consultant pursuant to Exhibit “C” (“Compensation”). 7. Construction inspection services are not included in this Exhibit “A-1” scope of services. A proposal for such services can be provided by Consultant upon request. OPTIONAL SERVICES 1. Wetland Restoration and Monitoring Plan: a. If the Wetland Habitat Impact Assessment determines that active restoration is necessary, then restoration ecologists will prepare a Wetland Restoration and Monitoring Plan (WRMP) in the form of a report. The WRMP will meet the requirements of MM BIO-5.l and of any relevant regulatory agency permit conditions. The WRMP will include the following sections: i. Introduction and Wetland Restoration Goals ii. Conceptual Wetland Restoration Design • Grading plan, if necessary to restore marsh plain elevations • Soil preparation plan • Planting and/or seeding plan i. Vegetation Maintenance Plan ii. Vegetation Monitoring Plan iii. Remedial Action Plan b. This task includes preparation of an Administrative Draft, Draft and Final WRMP. The Administrative Draft WRMP will be submitted to the Design Team for review. Revisions to the Admin Draft WRMP per Design Team comments will be made and then the Draf t WRMP will be submitted to the City for review. The Draft WRMP will be revised based upon one round of consolidated comments from the City. The Final WRMP will be suitable for submission to the regulatory agencies, should permit conditions require such a plan. Wetland Restoration and Monitoring Services are NOT included in the Construction Support scope and fee. The scope and fee for these services will be reviewed upon completion of the Wetland Habitat Impact Assessment and addressed pursuant to the “Additional Services” section of Exhibit “C”. DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 9 EXHIBIT “B” SCHEDULE OF PERFORMANCE (AMENDED- REPLACES PREVIOUS) CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (NTP). Milestones Completion No. of Weeks from NTP 1. Schematic Design 12 2. 35% PS&E 31 3. 65% PS&E 44 4. 90% PS&E 49 5. 100% PS&E 53 6. 1st Public Release Draft MND 40 7. Final MND 57 8. Agencies Permits 101 Construction Administration Services- Amendment No. 1 Milestones Completion No. of Weeks from NTP 9. Construction Management/Administration 52 10. Construction Support Services 52 11. Construction Environmental Services 52 DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 10 EXHIBIT “C” COMPENSATION (AMENDED-REPLACES PREVIOUS) The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with Exhibits “A” and “A-1”, 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 per Exhibits “C-1” and “C-2”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 $108,767 (Preliminary Design) Task 2 $104,612 (Environmental Assessment, Clearance and Permits) Task 3 $54,491 (Project Permits) Task 4 $15,380 (35% Plans, Specifications and Estimate) Task 5 $7,762 (Phase 2 Project Management and Coordination) Task 6 $55,920 (65% Plans, Specifications and Estimate) Task 7 $38,431 (Final PS& E – 90% & 100%) Task 8 $4,993 (Bid Phase Services) Task 9 $32,098 (Construction Management/Administration) Task 10 $58,996 (Construction Support Services) DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 11 Task 11 $86,411 (Construction Environmental Services) Sub-total Basic Services $567,861 Reimbursable Expenses $12,599 Total Basic Services and Reimbursable expenses $580,460 Additional Services (Not to Exceed) $58,046 Maximum Total Compensation $638,506 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 $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 and/or C-2, as applicable. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 EXHIBIT “C-2” SCHEDULE OF RATES (ADDED) 12 DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 865 The Alameda San .Jose, CA 961 26-31 33 Telephone 408-296-661 6 Facsimile 408-296-S 1 1 4 BIGGS CARDOSA ASSOCIATES, INC. Fee Schedule Baylands Boardwalk Replacement Project IClasslflcat;oo I Actual Hourly Actual Hourly Rate Rate (Min) (Max) Principal Ill $97 .00 $110 .00 Principal II $82 .00 $99 .00 Principal I $77.00 $85.00 Associate $58.00 $70 .00 Engineering Manager $52 .00 $61.00 Senior Engineer $48.00 $53.00 Project Engineer $42.00 $50.00 Staff Engineer $36.00 $41 .00 Assistant Engineer $32.00 $35 .00 Uunior Engineer $17.00 $34.00 Sr. Computer Drafter $34.00 $49 .00 Administration $17.00 $55 .00 • Charge Rates Applicable October 1, 2017 -September 30, 2018 (Charge Rate revisions will be submitted in October of each year) Overhead Multiplier Fee 155.66% 10.00% 155.66% 10.00% 155 .66% 10.00% 155 .66% 10.00% 155 .66% 10.00% 155 .66% 10.00% 155 .66% 10.00% 155 .66% 10.00% 155 .66% 10.00% 155 .66% 10 .00% 155.66% 10.00% 155 .66% 10.00% Fully Loaded Fully Loaded Rate Rate (Min) (Max) $272.79 $309 .35 $230 .61 $278.41 $216.54 $239.04 $163.11 $196.86 $146 .24 $171 .55 $134.99 $149.05 $118.11 $140.61 $101.24 $115.30 $89.99 $98.43 $47.81 $95 .62 $95 .62 $137 .80 $47.81 $154.67 $ I• OP, Professional Fees Fees Effective January 1, 2018 Personnel Classification Hourly Billing Rate Principal $ 235 – 269 Senior Associate Ecologist $ 211 Associate Ecologist $ 196 Senior Ecologist 2 $ 178 Senior Ecologist 1 $ 161 Ecologist 2 $ 139 Ecologist 1 $ 123 Field Biologist 2 $ 107 Field Biologist 1 $ 89 Senior GIS Analyst $ 131 GIS Analyst $ 112 Technical Editor $ 107 Technical Support $ 85 Clerical Support $ 70 Deposition and Testimony Two times standard rate Subcontractual Consultants Cost plus 10% Direct Expenses Cost plus 10% Transportation Current IRS Federal Standard Mileage Rate (54.5¢ / mile as of January 2018) Travel (Cost plus 10%) ~ $282/day (based on federal per diem rate) Field Equipment Operation Variable Billing rates are subject to annual increases and will be adjusted at the beginning of each calendar year. EXHIBIT “C-2” SCHEDULE OF RATES (ADDED) 13 DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 H. T. HARVEY & ASSOCIATES Ecological Consultants FEE SCHEDULE EFFECTIVE THROUGH DECEMBER 2018 STAFF CATEGORY RATE Project Manager $ 255 - $ 275 Contracts Manager $ 165 - $175 Sr. Project Engineer (Eng. Manager QA-QC) $ 185 - $196 Sr. Project Engineer $ 135 - $185 Project Engineer $ 120 - $140 Sr. Staff Engineer $ 100 - $102 Staff Engineer $ 85 - $100 Senior Lab Technician $ 125 - $130 Lab Technician $ 95 - $125 Field Engineer $ 125 - $130 Field Engineer* (PW) $ 130 - $140 Senior Engineering Geologist $ 180 - $190 CADD $ 95 - $105 Construction Phase: All time spent over 8 hours per day and Saturdays for field personnel will be charged at 1.5 times the hourly rate. Sunday work will be charged at twice the hourly rate. All charges are portal-to- portal and mileage will be charged at .535 cents per mile. Field time, including travel time, will be charged in a 2-hour increment. Any chargeable time that falls in between these increments will be charged at the rate of the next 2-hour increment. Prevailing wages will dictate the field rates wherever applicable. OUTSIDE SERVICES Drilling rental of special equipment and other outside charges will be invoiced at cost plus 10%. Direct contracting/billing and payment will not incur these costs. Outside services, beyond those included in the proposal, will not be performed without prior authorization from the Client. Miscellaneous outside reimbursable expenses encountered during the performance of our work, such as printing and other incidentals, will be billed at cost plus 10%. Outside services, beyond those included in the proposal, will not be performed without prior authorization from the Client. The hourly rates indicated above shall remain in effect through December 2018; annual escalations will apply to these rates thereafter. These escalations are on an average of 3% per year. * Prevailing wage will apply to field personnel as per DIR. 2360 Qume Drive, Suite A, San Jose, CA 95131 ♦ P (408) 452-9000 ♦ F (408) 452-9004 ♦ www.PARIKHnet.com San Jose ♦ Oakland ♦Walnut Creek ♦Sacramento ♦Fresno ♦Los Angeles EXHIBIT “C-2” SCHEDULE OF RATES (ADDED) 14 DocuSign Envelope ID: E5AC8F0F-0429-4FB3-8B20-CF2917FF25D6 PARIKH Practicing in the Geosciences City of Palo Alto (ID # 9444) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Approve ProspectSV Contract for Mobility on Demand FTA Grant Title: Approval of an Agreement With Prospect Silicon Valley, for a Not -To- Exceed Amount of $225,000, for a Term of 18 Months, to be Principal Investigator for the City's Fair Valu e Commuting Project in Cooperation With the Federal Transit Administration From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council Authorize the City Manager to enter into an agreement with Prospect Silicon Valley, not-to-exceed of $225,000 for a term of approximately 18 months, to be principal investigator for the City’s Fair Value Commuting project. This project is being partially funded with a grant from the Federal Transit Administration. Background On January 9, 2017, Staff Report “Authorize City Manager to execute and file an application for $1.085M FTA Mobility Grant” (CMR No. 7618) was put before Council on consent. The staff report requested a resolution authorizing the City Manager to execute and file an application on behalf of the City of Palo Alto to the Federal Transit Administration (FTA) for the management of and participation in a research and development grant award to en hance and evaluate a comprehensive technology/policy solution called Fair Value Commuting (FVC). This research project is designed to advance the strategic objectives of assessing and piloting mobility strategies to reduce congestion, reduce emissions and improve access to effective mobility options. Executing and filing this application allowed Staff to reach a Cooperative Agreement1 with the FTA. Staff agreed to return to Council once it reached a Cooperative Agreement. Council approved this in Resolution No. 9659 (Attachment A). Staff is now returning to Council with vendor contracts as they are developed. 1 With a cooperative agreement, FTA program management and the grantee cooperatively resolve issues. This may include re-negotiating the statement of work. If evaluation metrics are not met, this is noted in the final report, but there is no penalty. See: https://www.purdue.edu/business/sps/pdf/Grant_vs_Contract.pdf" City of Palo Alto Page 2 Discussion City Council authorized the City Manager to enter into a Cooperative Agreement with the FTA to execute the Fair Value Commuting Cooperative Agreement. On February 15, 2017, the City entered into this agreement (Attachment B). Staff is now ready to execute vendor contracts. The key project partners for this grant consist of software vendors, a policy vendor, as well as the Principal Investigator, Prospect Silicon Valley. This staff report recommends authorizing the contract for the Principal Investigator (Attachment C). Prospect Silicon Valley is a nonprofit cleantech innovation hub with the aim of solving the biggest challenges faced by cities. It drives the adoption of cleantech solutions in mobility, transportation, energy and the built environment. Within its role of Principal Investigator, Prospect Silicon Valley shall provide professional services and subject matter expertise for the implementation of FCV and shall work under the direction of the City and in conjunction with the project vendors and partners to develop and implement the grant. Six tasks define Prospect Silicon Valley’s scope of services in support of the implementation of FVC: (1) Project Administration; (2) Software Enhancement and Development; (3) Employer Pilots; (4) Gap Filling; (5) Policy Work and Knowledge Sharing; and (6) Draft and Final Project Report. Staff is in negotiations with the other three key project vendors and anticipates bringing the remaining three contracts forward on August 27, 2018: o Luum – Software Vendor o RideAmigos – Software Vendor o SPUR – Policy Vendor Staff did not go out for solicitation for the software and technology vendors because the vendors were included in the grant proposal to the FTA. The vendors are fundamental to the grant award, are considered subject matter experts in their respective fields and have unique capabilities. The vendors were approved by the FTA with specific work scopes for demonstration and are key project partners. Resource Impacts FTA grant funding in the amount of $780,000 was recognized and appropriated in the City Manager’s Office as part of the FY 2019 Adopted Operating Budget to fund and execute the Fair Value Commuting Cooperative Agreement. This funding will be used for the $225,000 Principal Investigator contract with Prospect Silicon Valley recommended in this staff report as well as the additional contracts that are anticipated to be recommended to Council on August 27, 2018. Policy Implications The recommendation in this report does not represent a change in City policies. City of Palo Alto Page 3 Environmental Review This project is categorically exempt from CEQA pursuant to Section s 15301 (Existing Facilities) and 15306 (Information Collection). Attachments: Attachment A - Authorizing Resolution 9659 Attachment B - FTA Cooperative Agreement Attachment C - City of Palo Alto Contract No.C19173096 Agreement Between the City of Palo Alto and Prospect Silicon Valley for Professional Services DOT FTA U.S. Department of Transportation Federal Transit Administration Award Federal Award Identification Number (FAIN) CA-2017-020-00 Temporary Application Number 2303-2017-1 Award Name Bay Area Fair Value Commuting (FVC) Demonstration Project Award Status Obligated / Ready for Execution Award Budget Number 0 Part 1: Recipient Information Name: PALO ALTO, CITY OF Recipient ID Recipient OST Type Recipient Alias Recipient DUNS 2303 City CITY OF PALO ALTO 050520782 Location Type Address City State Zip Headquarters 250 HAMILTON AVE PALO ALTO CA 94301 Physical Address 250 HAMILTON AVE PALO ALTO CA 94301 Mailing Address P. O. BOX 10250 PALO ALTO CA 94303 Union Information There are no union contacts for this application Part 2: Award Information Title: Bay Area Fair Value Commuting (FVC) Demonstration Project FAIN Award Status Award Type Date Created Last Updated Date From TEAM? CA-2017- 020-00 Obligated / Ready for Execution Cooperative Agreement 1/17/2017 1/17/2017 No Award Executive Summary The Bay area Fair Value Commuting (FVC) Demonstration Project is a Mobility on Demand (MOD) research and demonstration project. In pursuit of Bay Area congestion relief and air quality improvement, state/regional/local objectives have converged on 15% per-capita VMT reduction and 2x transit/biking use. In pursuit of regional objectives, this MOD Sandbox demonstration project has the potential to gradually reduce Bay Area single occupancy vehicle (SOV) commute share from 75% to 50%. The demonstration project's technology/policy solution is called Fair Value Commuting and consists of five components. • Enterprise Commute Trip Reduction (ECTR) software. • Mobility Aggregation (MobAg) app, a mobile multimodal trip planning application. • A revenue-neutral workplace parking feebate. • Gap Filling analytics; and • Reduction of systemic obstacles to transit use. The total eligible project cost is $1,356,250. The federal funding will include $329,842 in FY14, and $755,158 in FY 16 Section 5312 funding for a total federal participation of $1,085,000. These funds will be matched with $271,250 in local cost share. Attachments to this application include the project’s Statement of Work (SOW). This application includes funds for Research and/or Development activities. Federal Role: The FTA will actively participate in the project activities by directing activities, attending review meetings, commenting on technical reports, and maintaining frequent contact with the local project manager. FTA reserves the right to re-direct project activities and funding for the project supported under this Award and their related activities. Recipient Role: The City of Palo Alto, along with its project partners, will manage the project as outlined in the attached statement of work including, preparing technical, status, and financial reports; and submitting deliverables. Special Conditions: The recipient will ensure the project team cooperates and provides support to the independent evaluator, as designated by FTA, in their efforts to evaluate the MOD Sandbox projects and the overall MOD Sandbox program, including input to the evaluation plan, as appropriate, and ensuring their MOD sandbox project team provides the independent evaluator qualitative and/or quantitative data as specified in the evaluation plan. The recipient will develop a plan for how the project will address accessible and equitable mobility service for all travelers and will address in particular how the project will provide equivalent service for all travelers as required by U.S. DOT ADA regulations. The recipient will coordinate with FTA any significant media relations and community outreach directly related to the MOD Sandbox program. The local share of this award may be deferred as necessary, consistent with t he project milestone schedule. The recipient will be reimbursed for actual costs, as detailed in the project milestone schedule and project budget. The Recipient agrees that it will maintain adequate cost records to support any payment request, and that the payment requested will not exceed the Federal share of the costs actually incurred for the milestone. The Recipient shall comply with the requirements of FTA Circular 6100.1E, “Research, Technical Assistance and Training Program: Application Instructions and Program Management Guidelines.” The Recipient is responsible for awarding or managing any third party contracts or partnering arrangements associated with this project in accordance with the requirements of FTA Circular 4220.1F, “Third Party Contracting Requirements.” Delinquent Federal Debt No, my organization does not have delinquent federal debt. Requires E.O. 12372 Review No, this application does not require E.O. 12372 Review. Subject to Pre-Award Authority Yes, this application is subject to Pre-Award Authority. Will this Grant be using Lapsing Funds? No, this Grant does not use Lapsing Funds. Frequency of Milestone Progress Reports (MPR) Quarterly Frequency of Federal Financial Reports (FFR) Quarterly Award Point of Contact Information First Name Last Name Title E-mail Address Phone Christina Gikakis Christina.Gikakis@dot.gov (202) 366-2637 Gil Friend Chife Sustainability Officer gil.friend@cityofpaloalto.org 650-329-2447 Award Budget Control Totals Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 Award Budget Project Number Budget Item FTA Amount Non-FTA Amount Total Eligible Amount Quantity CA- 2017- 020-01- 00 550- 00 (550- A1) Research Projects $1,085,000.00 $271,251.00 $1,356,251.00 0 CA- 2017- 020-01- 00 55.14.00 MANAGERIAL,TECHNICAL & PROFESSIONAL $32,000.00 $8,000.00 $40,000.00 0 CA- 2017- 020-01- 00 55.54.00 OTHER $48,000.00 $12,000.00 $60,000.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $755,158.00 $188,790.00 $943,948.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $249,842.00 $62,461.00 $312,303.00 0 Earmark and Discretionary Allocations Earmark ID Earmark Name Amount Applied D2017-MODD-004 Bay Area Fair Value Commuting Demonstration (Palo Alto) $755,158 D2017-MODD-003 Bay Area Fair Value Commuting Demonstration (Palo Alto) $329,842 Sources of Federal Financial Assistance PO Number Project Number Scope Name Scope Number Scope Suffix UZA Code Area Name Account Class Code FPC Description Amendment Amount Cumulative Amount CA-26- 1013 CA- 2017- 020-01- 00 Research Projects 550-00 (550) A1 060000 California 2014.23.26.TD.1 01 Tech demonstration &deployment $329,842 $329,842 CA-26- 1013 CA- 2017- 020-01- 00 Research Projects 550-00 (550) A2 060000 California 2016.25.26.TD.2 01 Research, Development, Demonstration, and Deployment $755,158 $755,158 Part 3: Project Information Project Title: Bay Area Fair Value Commuting (FVC) Demonstration Project Project Number Temporary Project Number Date Created Start Date End Date CA-2017-020-01-00 2303-2017-1-P1 1/17/2017 10/13/2016 7/1/2019 Project Description The FVC demo project will demonstrate how technology can aid in reducing traffic congestion. The project will take place in Silicon Valley, which has one of the highest congestion levels in the nati on; and will span approximately two years. The demo project will be lead by the City of Palo Alto in conjunction with Joint Venture Silicon Valley. Project Benefits Key FVC benefits on a Regional scale are: • Creates $670M/year of new transit, biking, carpool, and mobility service funding out of thin air (equivalent to a half-cent sales tax). • Benefits lower income workers more than higher income workers. • Reduces 1M car trip/day, 1.3M tons/GHG/year, 3.4B VMT/year at a “negative cost” of $558/ton GHG reduced. • Creates a large new pro-transit voting constituency Additional Information The FVC demonstration project's Statement of Work (SOW) is attached to this grant application. Location Description The demonstration project will take place in the San Francisco, California, Bay Area, specifically Silicon Valley. Project Location (Urbanized Areas) UZA Code Area Name 060000 California Congressional District Information State District Representative California 18 Anna Eshoo California 17 Ro Khanna Project Control Totals Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 Project Budget Project Number Budget Item FTA Amount Non-FTA Amount Total Eligible Amount Quantity CA- 2017- 020-01- 00 550- 00 (550- A1) Research Projects $1,085,000.00 $271,251.00 $1,356,251.00 0 CA- 2017- 020-01- 00 55.14.00 MANAGERIAL,TECHNICAL & PROFESSIONAL $32,000.00 $8,000.00 $40,000.00 0 CA- 2017- 020-01- 00 55.54.00 OTHER $48,000.00 $12,000.00 $60,000.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $755,158.00 $188,790.00 $943,948.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $249,842.00 $62,461.00 $312,303.00 0 Project Budget Activity Line Items Budget Activity Line Item: 55.14.00 - MANAGERIAL,TECHNICAL & PROFESSIONAL Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.14.00 MANAGERIAL,TECHNICAL & PROFESSIONAL PERSONNEL 0 Extended Budget Description This line item is for City of Palo Alto staff and internal resources to support grant project. Will 3rd Party contractors be used to fulfill this activity line item? No, 3rd Party Contractors will not be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $32,000 Local $0 Local/In-Kind $8,000 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $40,000 Milestone Name Est. Completion Date Description Start Date 10/13/2016 Start date is date of Letter of No Prejudice issued for the project, and beginning of initial project activities. Estimated completion date is estimated date project activities will be completed. End Date 7/1/2017 End date is end of project activities. Budget Activity Line Item: 55.54.00 - OTHER Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.54.00 OTHER CONTRACTUAL 0 Extended Budget Description This line item covers 3rd party support products and services such as travel, equipment, supplies, and project support consulting services. Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $48,000 Local $0 Local/In-Kind $12,000 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $60,000 Milestone Name Est. Completion Date Description Completion Date 7/1/2019 This milestone covers project support provided through 3rd party vendors, project travel, supplies, and equipment. Start Date 10/13/2016 The start date of this milestone is the date of the Letter of No Prejudice issued for the project on 10/13/2016. Budget Activity Line Item: 55.74.00 - OTHER PROJECT COSTS Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.74.00 OTHER PROJECT COSTS OTHER 0 Extended Budget Description This activity line item covers work performed by project "Key Partners" as listed in the City's Project Proposal responding to Federal Register / Vol. 81, No. 85 / Tuesday, May 3, 2016 "Public Transportation Innovation Funding Opportunity; Mobility on Demand (MOD) Sandbox Demonstration Program". Specifically paragraph "C. Eligibility Information" of this Federal Register Notice indicates among other things: "A key partner is essential to the project as approved by FTA and is therefore eligible for a noncompetitive award by the applicant to provide goods or services described in the application." Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $249,842 Local $0 Local/In-Kind $62,461 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $312,303 Milestone Name Est. Completion Date Description Start Date 10/13/2016 Start date is date of Project Letter of No Prejudice 10/13/2016. End Date 7/1/2019 End date is completion of project activities. Budget Activity Line Item: 55.74.00 - OTHER PROJECT COSTS Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.74.00 OTHER PROJECT COSTS OTHER 0 Extended Budget Description This activity line item covers work performed by project "Key Partners" as listed in the City's Project Proposal responding to Federal Register / Vol. 81, No. 85 / Tuesday, May 3, 2016 "Public Transportation Innovation Funding Opportunity; Mobility on Demand (MOD) Sandbox Demonstration Program". Specifically paragraph "C. Eligibility Information" of this Federal Register Notice indicates among other things: "A key partner is essential to the project as approved by FTA and is therefore eligible for a noncompetitive award by the applicant to provide goods or services described in the application." Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $188,790 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $943,948 Milestone Name Est. Completion Date Description Start Date 10/13/2016 Start Date is the date of the Project's Letter of No Prejudice. End Date 7/1/2019 End Date is date of completion of project activities. Project Environmental Findings Finding: Class II(c) - Categorical Exclusions (C-List) Class Level Description Class II(c) consists of projects called categorical exclusions (CEs) which are known not to have, either individually or cumulatively, a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. Class II(c) does not require documentation. Categorical Exclusion Description Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand. Date Description Date Class IIc CE Approved 1/9/2017 Part 4: Fleet Details No fleet data exists for this application. Part 5: FTA Review Comments FTA Review Internal Comments Comment By Christina Gikakis Comment Type Environmental Concurrence Date 1/18/2017 Comment This project has a categorical exclusion. Comment By Christina Gikakis Comment Type Technical Concurrence Date 1/18/2017 Comment The Project Manager has reviewed and approved this application and submits it for approval. Comment By Gwo-Wei Torng Comment Type Operations Concurrence Date 2/9/2017 Comment Comment By Jamie Pfister Comment Type Planning Concurrence Date 2/9/2017 Comment Selected as part of 2016 MOD Sandbox; ready for award of these funds previously announced in Oct 2016. Comment By Stephen Pereira Comment Type Legal Concurrence Date 2/10/2017 Comment Comment By Vincent Valdes Comment Type RA Concurrence Date 2/10/2017 Comment Part 6: Agreement UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION COOPERATIVE AGREEMENT (FTA C-23, October 1, 2016) On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official sign this Cooperative Agreement, FTA has obligated and awarded federal assistance as provided below. Upon execution of this Cooperative Agreement by the Recipient named below, the Recipient affirms this FTA Award, enters into this Cooperative Agreement with FTA, and binds its compliance with the terms of this Cooperative Agreement. The following documents are incorporated by reference and made part of this Cooperative Agreement: (1) "Federal Transit Administration Master Agreement," FTA MA(23), October 1, 2016, http://www.fta.dot.gov, (2) The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and (3) Any Award notification containing special conditions or requirements, if issued. WHEN THE TERM “FTA AWARD” OR “AWARD” IS USED, EITHER IN THIS COOPERATIVE AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, “AWARD” ALSO INCLUDES ALL TERMS AND CONDITIONS SET FORTH IN THIS COOPERATIVE AGREEMENT. FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS COOPERATIVE AGREEMENT WITHIN 90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN. FTA AWARD Federal Transit Administration (FTA) hereby awards a Federal grant as follows: Recipient Information Recipient Name: PALO ALTO, CITY OF Recipient ID: 2303 DUNS No: 050520782 Award Information Federal Award Identification Number: CA-2017-020-00 Award Name: Bay Area Fair Value Commuting (FVC) Demonstration Project Award Executive Summary: The Bay area Fair Value Commuting (FVC) Demonstration Project is a Mobility on Demand (MOD) research and demonstration project. In pursuit of Bay Area congestion relief and air quality improvement, state/regional/local objectives have converged on 15% per-capita VMT reduction and 2x transit/biking use. In pursuit of regional objectives, this MOD Sandbox demonstration project has the potential to gradually reduce Bay Area single occupancy vehicle (SOV) commute share from 75% to 50%. The demonstration project's technology/policy solution is called Fair Value Commuting and consists of five components. • Enterprise Commute Trip Reduction (ECTR) software. • Mobility Aggregation (MobAg) app, a mobile multimodal trip planning application. • A revenue-neutral workplace parking feebate. • Gap Filling analytics; and • Reduction of systemic obstacles to transit use. The total eligible project cost is $1,356,250. The federal funding will include $329,842 in FY14, and $755,158 in FY 16 Section 5312 funding for a total federal participation of $1,085,000. These funds will be matched with $271,250 in local cost share. Attachments to this application include the project’s Statement of Work (SOW). This application includes funds for Research and/or Development activities. Federal Role: The FTA will actively participate in the project activities by directing activities, attending review meetings, commenting on technical reports, and maintaining frequent contact with the local project manager. FTA reserves the right to re-direct project activities and funding for the project supported under this Award and their related activities. Recipient Role: The City of Palo Alto, along with its project partners, will manage the project as outlined in the attached statement of work including, preparing technical, status, and financial reports; and submitting deliverables. Special Conditions: The recipient will ensure the project team cooperates and provides support to the independent evaluator, as designated by FTA, in their efforts to evaluate the MOD Sandbox projects and the overall MOD Sandbox program, including input to the evaluation plan, as appropriate, and ensuring their MOD sandbox project team provides the independent evaluator qualitative and/or quantitative data as specified in the evaluation plan. The recipient will develop a plan for how the project will address accessib le and equitable mobility service for all travelers and will address in particular how the project will provide equivalent service for all travelers as required by U.S. DOT ADA regulations. The recipient will coordinate with FTA any significant media relations and community outreach directly related to the MOD Sandbox program. The local share of this award may be deferred as necessary, consistent with the project milestone schedule. The recipient will be reimbursed for actual costs, as detailed in the p roject milestone schedule and project budget. The Recipient agrees that it will maintain adequate cost records to support any payment request, and that the payment requested will not exceed the Federal share of the costs actually incurred for the milestone. The Recipient shall comply with the requirements of FTA Circular 6100.1E, “Research, Technical Assistance and Training Program: Application Instructions and Program Management Guidelines.” The Recipient is responsible for awarding or managing any thir d party contracts or partnering arrangements associated with this project in accordance with the requirements of FTA Circular 4220.1F, “Third Party Contracting Requirements.” Total Award Budget: $1,356,251.00 Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $1,085,000.00 Amount of Non-Federal Funds Committed to This FTA Action (in U.S. Dollars): $271,251.00 Total FTA Amount Awarded and Obligated (in U.S. Dollars): $1,085,000.00 Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $271,251.00 Award Budget Control Totals (The Budget includes the individual Project Budgets (Scopes and Activity Line Items) or as attached) Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 (The Transportation Development Credits are not added to the amount of the Total Award Budget.) Project Information Project Number Project Title Project Description CA-2017- 020-01-00 Bay Area Fair Value Commuting (FVC) The FVC demo project will demonstrate how technology can aid in reducing traffic congestion. The project will take place in Silicon Demonstration Project Valley, which has one of the highest congestion levels in the nation; and will span approximately two years. The demo project will be lead by the City of Palo Alto in conjunction with Joint Venture Silicon Valley. Project Funding Summary Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 U.S. Department of Labor Certification of Public Transportation Employee Protective Arrangements: Original Certification Date: TERMS AND CONDITIONS Special Conditions There are no special conditions. Awarded By: Jamie Pfister Supervisor FEDERAL TRANSIT ADMINISTRATION U.S. DEPARTMENT OF TRANSPORTATION Contact Info: Award Date: 2/15/2017 1:40 PM GMT+00:00 EXECUTION OF THE COOPERATIVE AGREEMENT There are several identical counterparts of this Cooperative Agreement in typewritten hard copy. Each counterpart is: (1) Fully signed in writing by the duly authorized officials of FTA or the Federal Government and the Recipient, and (2) Deemed to be an original having identical legal effect. Upon full execution of this Cooperative Agreement by the Recipient, the Effective Date will be the date FTA or the Federal Government awarded Federal assistance for this Cooperative Agreement. By executing this Cooperative Agreement, the Recipient intends to enter into a legally binding agreement in which the Recipient: (1) Affirms this FTA Award, (2) Adopts and ratifies all of the following information it has submitted to FTA: (a) Statements, (b) Representations, (c) Warranties, (d) Covenants, and (e) Materials, (3) Consents to comply with the requirements of this FTA Award, and (4) Agrees to all terms and conditions set forth in this Cooperative Agreement. Executed By: PALO ALTO, CITY OF Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C19173096 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PROSPECT SILICON VALLEY FOR PROFESSIONAL SERVICES This Agreement is entered into on this 31st day of July, 2018, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PROSPECT SILICON VALLEY, a nonprofit public benefit corporation, located at 1608 Las Plumas Ave., San Jose, California 95133 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to obtain assistance to develop and implement the Fair Value Commuting (FVC) (“Project”) and desires to engage a consultant to provide subject matter expertise 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 July 1, 2018 through December 31, 2019 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term 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 DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 2 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 and Twenty-Five Thousand Dollars ($225,000). 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, if applicable), 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 CONSULTANT also agrees to include its in-kind services as part of the regular monthly invoices. 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 DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 3 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. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Karen Janowski of Prospect Silicon Valley as the project director to have supervisory responsibility for the performance, progress, and execution of the Services and Gary Hsueh of Prospect Silicon Valley 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 manager, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Hillary Rupert, Office of the City Manager & Sustainability DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 4 Department Palo Alto, CA 94303, Telephone: 650-776-9208. 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 withou t the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B 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 s ubject 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 thirty (30) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 6 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/h er 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. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 7 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 8 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 ex pended 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. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 9 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 10 CONTRACT No. C19173096 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: _ _________________________ City Attorney or designee PROSPECT SILICON VALLEY Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: FTA REQUIREMENTS DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Ruth Cox Chief Executive Officer x Karen Janowski Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall provide professional services for the implementation of the Federal Transit Administration’s (FTA) Fair Value Commuting (FVC) research grant. The grant funds this technology and policy research project designed to advance the strategic objectives of assessing and piloting mobility strategies to reduce congestion, reduce emissions and improve access to effective mobility options. The project includes the testing and deployment of key components including: ECTR: Enterprise Commute Trip Reduction software (commute recording, incentive management, and account software) MobAg/Commuter Wallet: Mobiity Aggregation software (mobile application for all-in- one trip planning and payment) Feebate: a revenue-neutral, self-sustaining mechanism to charge for some transportation services and distribute proceeds to incentivize other transportation services Gap-Fill: introduction of new transportation modes/services tailored to provide alternatives to single-occupant-driving Systemic Obstacles: analysis of the barriers for transportation for different segments of the population The CITY is the prime recipient of this grant and CONSULTANT shall work under the direction of the CITY and in conjunction with the project vendors and partners to develop and implement the grant. Project partners and vendors that CITY and CONSULTANT may engage with include, but are not limited to, software vendors, policy vendors, NGO’s, transit operators, local city governments and private organizations. The CONSULTANT shall help develop and implement this grant within the policy framework set forth by the CITY and the FTA and act with independent judgment as necessary to ensure deliverables are met in accordance with the terms of this exhibit. CONSULTANT shall immediately notify the CITY if deliverables are at risk of not being met in accordance with the terms of this exhibit. The following six tasks define the CONSULTANT’s scope of services. Task 1: Project Administration (5%) CONSULTANT shall provide internal project management oversight and ensure CITY’s project management team is fully informed of project status. CONSULTANT shall also offer project direction and ensure budget and objectives are met or adapted appropriately. Specific objectives for CONSULTANT include: 1. Provide written monthly status reports for CITY’S FVC project management team. 2. Provide monthly invoices with hours, rate detail, in-kind match and description of work performed by CONSULTANT subject to CITY’s terms and invoice. 3. Meet with CITY’s FVC project management team no less than a bi-weekly basis to check in and determine project strategy. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 12 4. Assist the CITY in developing and maintaining the project management plan 5. Assist CITY’s project management team with preparing written monthly & quarterly progress reports for FTA. CITY shall file the Quarterly Milestone Progress Reports (MPR) and Federal Financial Reports (FFR) with FTA. 6. Participate in FTA and other stakeholder meetings as needed. 7. Work with CITY to assist Independent Evaluator Team in collecting readily accessible data and assist with introductions to stakeholders for information under the direction of the CITY. Task 2: Manage Software Enhancement and Development (35%) CONSULTANT shall lead this task to engage partners and vendors to develop an integrated mobility software system consisting of two types of software that will each be enhanced to work with one another. One software type is Enterprise Commute Trip Reduction (ECTR) platform, that is deployed by employers to record employee commute modes and to manage incentive programs. Based on generally available features in the marketplace, it is envisioned that ECTR software will need to be enhanced in some ways, that may include: accurate commute mode detection (includes software integration of gap filling features); integration with a MobAg/Commuter Wallet app; employer payroll integration; regional dashboard; traffic analysis zone (TAZ) -level origin/destination (O/D) reporting; mobile ticketing; and pre-booking of multi-modal trips. CONSULTANT will coordinate a prioritization exercise of the desired feature enhancements in order to develop a vendor scope that reflects the project budget. The other type of software is an envisioned Mobility Aggregation (MobAg)/Commuter Wallet solution that would enable commuters to plan trips, pay for associated transportation and parking services, receive and store various commuter benefits, and report usage data, all via a single point of interface. The goal is to make it easier for users to make commute choices that minimize single-occupant vehicle (SOV) travel, and to collect and share data on the impact of transit and commuter incentives on travel behaviors with employee commute benefit programs. A commercially available MobAg/Commuter Wallet solution will likely need to be adapted to interact with the ECTR platform, and may need to be enhanced depending on feature set. As described in more detail below, CONSULTANT shall conduct this task by convening the project team to define software requirements; conducting the vendor selection process and recommending vendors; developing vendor scopes that reflect critical feature enhancements against available budget; managing vendor performance; and coordinating the reporting and transfer of data received from the software platforms. CITY shall be responsible for contracting with, and making final selection of, recommended software vendors. Specific objectives for the CONSULTANT: 1. Integrated Systems Model a. Define with key stakeholders, such as pilot partners, the feature set for the integrated mobility software system. This feature set will define the business DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 13 models, use cases and core features (required and ‘nice to have’) across the ECTR and Mob/Ag platforms. 2. ECTR a. Develop vendor scopes and align to available development budgets. b. Work with vendors and employers to specify features, user experience and functional requirements of feature set enhancement (see below). c. Manage vendor performance, grant funds and schedules. d. Coordinate with partners to assist with integration, provide data, use and test ECTR reporting and dashboards, evaluate outcomes, and determine policy recommendations if any. 3. MobAg/Commuter Wallet a. Manage staff and stakeholders to specify functional requirements, feature sets, user experience requirements and use cases for Mobility Aggregation software. b. Assess current product offerings to evaluate whether products available on the market meet the objectives and if no, identify feature gaps. c. Provide to the City of Palo Alto technical assistance on the requirements for an RFP the City will issue to purchase or develop MobAg software; Assist with scoring proposals. d. Provide technical assistance on the requirements to the chosen vendor for requirements refinement and enhancement development to be managed and executed by the vendor. e. Provide technical assistance to the City on managing the chosen vendor including software development best practices such as functional and technical requirements formats, user and acceptance testing and other methodology. Coordinate partners for beta testing. f. Provide technical assistance to the City on deployment, including coordinating across project partners to encourage marketing of the software. Task 3: Employer Pilots (30%) CONSULTANT shall work with CITY to train and deploy 4 to 11 consortium employers in FVC pilot projects to reduce SOV commuting and assess needs to support employers in achieving reductions. Specific objectives for the CONSULTANT: 1. Employer Champions: The CITY will identify and create a pool of pilots. CONSULTANT shall work with the CITY to train one or more champions at each Employer organization to advance the strategies in the FVC program including: encourage and support the adoption and use of the Enterprise Commute Trip Reduction (ECTR) software, facilitate the adoption of a feebate policy, and support employee DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 14 engagement (through “Green Commute Teams”, incentive programs, and/or other measures). 2. Deploy ECTR: Track the deployment of ECTR software (RideAmigos for San Mateo County sites & Luum for other sites). 3. Engage employers to assess feasibility and approaches for feebate carrot/stick policies. Task 4: Gap-Filling experiments to address first mile/last mile challenges (15%) Support the development of mobility solutions to address “gaps” identified in the commute sheds of the employer pilots. This task is intended to identify and recommend new mobility services for employers based on a data-based analysis. CONSULTANT, possibly working with a transportation consultant, shall generate a memo reporting the results of the data analysis, use cases, and prospective solutions. Specific objectives for the CONSULTANT: 1. Analyze Commute Shed: a. Collect readily accessible data (including Streetlight data) on baseline commute patterns either through existing employer data, public agencies (Commute.org, MTC, VTA) or online employee survey as feasible. b. Assist CITY and/or hired transportation consultant to develop an employer commute shed analysis to identify gaps and potential solutions for first mile/last mile challenges utilizing the Streetlight Data to be provided by the City of Palo Alto and the available baseline data. 2. With CITY and/or transportation consultant, identify gap “use cases” and prospective solutions. Propose solutions to relevant employers and public agencies strategies to address gaps such as e-scooters/e-bikes, ridesharing (Scoop, Lyft Carpool), Lyft/Uber, microtransit, and/or AV platforms. 3. Provide technical consultation support to Palo Alto TMA for the development of a plan by Palo Alto TMA for equitable and equivalent mobility service for all travelers, including communities such as low income, the aging population, and persons with disabilities. Task 5: Policy Work & Knowledge Transfer (SPUR) (5%) Develop policy recommendations for addressing systemic barriers to a robust, regionally comprehensive and equitable FVC mobility system. Specific objectives for the CONSULTANT: DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 15 1. Provide technical consultation support and partner introductions to SPUR for the development of a whitepaper identifying systemic barriers and recommended solutions. Task 6: Draft and Final project report (10%) CONSULTANT shall prepare a draft and a final project report for the Federal Transit Administration. The report shall document the project process/methodology, challenges/barriers encountered, lessons learned, and recommendations for future research from the FVC project perspective. Evaluation results do not need to be included in the project report as the independent evaluator will be responsible for producing an evaluation report for the site. Deliverables: Draft project report. Final project report. DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B 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 two weeks of receipt of the notice to proceed. Milestone Completion Software Enhancement 1. ECTR: Define feature set enchancements, as needed, with vendors 10/31/18 2. MobAg: Requirements Defined 9/15/18 3. MobAg: Proposals Reviewed/Scored* 1/31/19 4. Vendor Selected** 2/15/19 5. MobAg: app available 9/30/19 Employer Pilots 6. Kick Off First Employer Pilot 10/1/18 7. Employer Pilot Data Provided to Evaluator ongoing Gap Filling 8. Commute Shed Analysis of First Employer 10/31/18 9. Identify gap use cases and gap fillers for First Employer 11/30/18 10. Consult with Palo Alto TMA on equitable solutions plan 1/31/19 Reports 11. Draft Report 10/31/19 12. Final Report 12/15/19 * dependent on City of Palo Alto getting RFP published by 11/1/18 and imposing a deadline for responses by 12/31/18. ** dependent on timely review by City of Palo Alto of CONSULTANT’s scored proposals DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 17 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, 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 $11,250 (Project Administration) Task 2 $78,750 (Software Enhancement) Task 3 $67,500 (Employer Pilots) Task 4 $33,750 (Gap Filling Experiments) Task 5 $11,250 (Policy Work, Knowledge Transfer) Task 6 $22,500 (Draft and Final Project Report) Sub-total Basic Services $225,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $225,000.00 DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 18 Maximum Total Compensation $225,000.00 SOME SERVICES TO BE PROVIDED IN KIND In addition to the Services to be paid for under this Agreement, the CONSULTANT agrees to provide in-kind (no cost) services worth no less than Forty Thousand Dollars ($40,000). The Services provided in-kind shall be invoiced at the hourly rates set in Exhibit C-1 and explicitly off-set from cash payment as “in kind” on each invoice. These in-kind services are in line with the City’s Cooperative Agreement with the Federal Transit Administration (FTA). REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: none All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $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 proje ct manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 19 EXHIBIT “C-1” SCHEDULE OF RATES LABOR CATEGORY FY 2019 rate per hour Project Director $130 Project Manager $95 Project Senior Associate $70 Project Associate $50 DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 20 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A 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 DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 21 INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Professional Services Rev. April 27, 2018 22 EXHIBIT “E” FTA REQUIREMENTS CONSULTANT agrees to follow all federal laws and regulations, including applicable provisions of the Federal Transit Administration’s (FTA) Master Agreement, as updated by the FTA from time to time. This includes adhering to those sections of the Master Agreement in which Third Party Participants or Third Party Contracts are required to comply with or contain, respectively. These provisions include, but are not limited to, the following sections of the FTA Master Agreement, dated October 1, 2017, and as may be updated by the FTA, and are made part of this Exhibit by reference: Section 3.i.(6) Notice to Third Party Participants. Section 4.a. Standards of Conduct. Section 4.b. Debarment and Suspension. Section4.d. Lobbying Restrictions. Section4.g. Trafficking in Persons. Section 7.b. Eligible Costs. Section 9.a. Types of Records. Section 9.c. Access to Recipient and Third Party Participant Records. Section 9.d. Access to the Sites of Performance. Section 9.e. Closeout. Section 12. Civil Rights. (the entire section). Section 16.d(7). Clean Air Act and the Federal Water Pollution Control Act, as amended. Section 16.d(9). Byrd Anti-Lobbying Amendment. Section 16.s. Access to Third Party Contract Records. Section 24.b. Awards Not Involving Construction (Employee Protections) Section 24.c. Awards Involving Commerce Section 26. Environmental Protections (entire section). Section 35.b. Alcohol Misuse and Prohibited Drug Use. Section 36. Protection of Sensitive Security and Other Sensitive Information. Section 38. Freedom of Information. As of the date of execution of this Agreement, the FTA Master Agreement can be found at: https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/funding/grantee-resources/sample-fta- agreements/114766/fta-master-agreement-fy2018.pdf DocuSign Envelope ID: 43D4E167-0204-4EE6-AD4D-ABFB61BEAB1B Certificate Of Completion Envelope Id: 43D4E16702044EE6AD4DABFB61BEAB1B Status: Completed Subject: Please DocuSign: ProspectSV PSA (TS 7-26)_HMR_KJ_v3 (TS 7-30) (2).pdf Source Envelope: Document Pages: 22 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Christopher Anastole AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 7/31/2018 9:30:38 AM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: City of Palo Alto Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Ruth Cox ruth.cox@prospectsv.org Chief Executive Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 27.54.43.67 Sent: 7/31/2018 9:39:52 AM Viewed: 7/31/2018 12:43:44 PM Signed: 7/31/2018 12:44:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Karen Janowski karen.janowski@prospectsv.org x Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 156.39.127.195 Sent: 7/31/2018 12:44:23 PM Viewed: 7/31/2018 12:44:57 PM Signed: 7/31/2018 12:45:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Hillary M Rupert hillarymrupert@gmail.com x Security Level: Email, Account Authentication (None) Sent: 7/31/2018 12:45:44 PM Viewed: 7/31/2018 12:51:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/31/2018 12:45:44 PM Certified Delivered Security Checked 7/31/2018 12:45:44 PM Signing Complete Security Checked 7/31/2018 12:45:44 PM Completed Security Checked 7/31/2018 12:45:44 PM Payment Events Status Timestamps City of Palo Alto (ID # 9418) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Resolution Approving Verified Emission Reduction (Carbon Offset) Purchase Agreement with Carbonfund Title: Resolution of the Council of the City of Palo Alto Authorizing the City Manager to Purchase a Portion of the City’s Verified Emission Reductions Requirements From Carbonfund.org Foundation Under Specified Terms and Conditions During Calendar Years 2018 through 2027, Inclusive From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council (Council): 1. Adopt the attached resolution (Attachment A) authorizing the City Manager to approve the Verified Emission Reduction Master Agreements (VER Master Agreements) with Carbon Fund.org Foundation (Carbonfund) and authorizing the City Manager to purchase VERs from Carbonfund under specified terms and conditions during calendar years 2018 through 2027, inclusive, subject to the following limitations: a. The maximum aggregate transaction limit under these Master Agreements shall be $10 million; b. All transactions are subject to the Palo Alto Municipal Code; and c. All transactions are subject to the City’s Energy Risk Management Policy, Guidelines and Procedures; and 2. Delegate to the City Manager, or his designee, the authority to execute on behalf of the City the VER Master Agreements with Carbonfund. Executive Summary To implement the Council-approved Carbon Neutral Natural Gas Plan (Resolution 9649), the City must purchase an annual quantity of carbon offsets (a.k.a. VERs) equal to the greenhouse gas emissions caused by natural gas use by City gas utility customers. In August 2017 Council adopted a Standard Form VER Master Agreement (Resolution 9703) and approved VER Master Agreements with two suppliers (Resolution 9704). Carbonfund has agreed to the terms and conditions of the Standard Form VER Master Agreement. The proposed resolution (Attachment A) authorizes the City Manager to execute the agreement (Attachment B) and City of Palo Alto Page 2 purchase VERs under the agreement within a maximum expenditure and transaction term limits. Background Palo Alto Municipal Code Section 2.30.340 (Contracts for Wholesale Utility Commodities) allows for the use of master agreements to buy and/or sell electricity, gas and related services through various preapproved (“enabled”) suppliers. Contracts or transactions executed under Council-approved master agreements must be done in accordance with the City’s Energy Risk Management Policy, Guidelines and Procedures. On August 15, 2016, Council approved an ordinance modifying the Municipal Code to streamline the purchase and sale of wholesale utility commodities and services and to explicitly allow for a Council-approved standard form master agreement (August 15 City Attorney Report). The ordinance modified Section 2.30.140 clarifying the process to enable suppliers by specifically allowing the use of a standard form master agreement that contains the City’s minimum contract terms and conditions. Execution of standard form master agreements and delegation of authority to transact under the standard form master agreements with specific suppliers is subject to Council approval. This process is also used when contracting for natural gas commodity. In December 2016, Council adopted Resolution 9649 approving a Carbon Neutral Natural Gas Plan to achieve carbon neutrality for the gas supply portfolio by FY 2018 using high-quality carbon offsets or VERs with a cost cap of 10 ₵/therm. Implementation includes executing contracts to enable the City to purchase VERs. In August 2017 Council adopted a Standard Form VER Master Agreement (Resolution 9703) and approved VER Master Agreements with two suppliers (Resolution 9704). Discussion Maintaining a set of active counterparties is essential to achieving competitive pricing. Master Agreements with specific VER suppliers including maximum expenditures and transaction term limits must be approved by Council. Carbonfund has agreed to the terms and conditions of the Standard Form VER Master Agreement. The proposed resolution (Attachment A) authorizes the City Manager to execute the agreement and purchase VERs under the agreement within a maximum expenditure and transaction term limits. The proposed VER Master Agreement with Carbonfund is included as Attachment B. All transactions under all VER Master Agreements will be executed in accordance with the Council-approved Energy Risk Management Policy. The anticipated annual cost of carbon offsets is $1.3 M to $3M. Staff recommends a maximum transaction limit of $10 million per counterparty. City of Palo Alto Page 3 Resource Impact Approval of the recommendation will not impact the FY 2019 budget. Policy Implications Adoption of the proposed resolution conforms to the Council-approved Energy Risk Management Policy and the Palo Alto Municipal Code. Further, the recommendation is consistent with the Council-approved C a rb o n N e u t r a l G a s P la n a n d t h e Gas Utility Long-term Plan and the Utilities Strategic Plan objective to manage supply cost by negotiating supply contracts to minimize financial risk. Environmental Review Council’s adoption of the proposed resolution authorizing the City Manager to approve the VER Master Agreement with Carbonfund and authorizing the City Manager to purchase VERs from Carbonfund do not meet the definition of a project for the purposes of the California Environmental Quality Act, under Publ ic Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment. VER project developers will be responsible for performing necessary environmental reviews and acquiring permits as offset projects are developed. Attachments: Attachment A: RESO Authorizing CM to Purchase a Portion of the City's Verified Emission Reduction Requirements from Carbonfund Attachment B: Carbonfund.org Master Agreement for the Purchase and Sale of Verified Emission Reduction 170807 jb 6053991 Resolution No. XXXX Resolution of the Council of the City of Palo Alto Authorizing the City Manager to Purchase a Portion of the City’s Verified Emission Reductions Requirements from Carbonfund.org Foundation Under Specified Terms and Conditions during Calendar Years 2018 through 2027, Inclusive RECITALS A. On December 5, 2016, the Council adopted Resolution 9649 approving a Carbon Neutral Natural Gas Plan to achieve a carbon neutral gas portfolio by fiscal year 2018 with no greater than a 10¢/therm rate impact. B. In accordance with the Carbon Neutral Plan, the City must purchase environmental offsets or verified emission reductions equal to the annual emissions from natural gas use by all City of Palo Alto Natural Gas Utility customers. C. By Ordinance 5387 adopted August 15, 2016, Council approved changes to the Municipal Code specifically streamlining the purchase and sale of wholesale utility commodities and services and explicitly allowing for standard form Master Agreements. D. The standard form Verified Emissions Reduction Master Agreement was approved by Council on August 21, 2017. E. The City intends to purchase verified emission reductions from one or more prequalified suppliers from delivery during calendar years 2018 through 2027, inclusive, so long as the supplier with whom the City negotiates a specific purchase transaction continues to be qualified and otherwise eligible to transact with the City. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby authorizes the City Manager or his designee, the Director of Utilities, to purchase a portion of the City’s verified emission reduction requirements from Carbonfund.org Foundation by negotiating one or more individual transactions, including, but not limited to, contracts, addenda, confirmations, and transactions. SECTION 2. The purchases negotiated under Section 2 with Carbonfund.org Foundation shall not exceed $10 million in aggregate. ATTACHMENT A 170807 jb 6053991 SECTION 3. Adoption of this Resolution is not subject to California Environmental Quality Act review as an administrative governmental activity that will not result in any direct or indirect physical change in the environment as a result (CEQA Guidelines section 15378(b)(5)). INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: _____________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: _____________________________ ______________________________ Deputy City Attorney City Manager ______________________________ Director of Administrative Services ______________________________ Director of Utilities 1 MASTER AGREEMENT FOR THE PURCHASE AND SALE OF VERIFIED EMISSION REDUCTIONS This Master Agreement for the Purchase and Sale of Verified Emission Reductions (the ) is made as of this day of , 2018 ( ), by and between the City of Palo Alto, California, a chartered California municipal corporation with its primary business address at 250 Hamilton Avenue, Palo Alto California 94301 ( or ) and Carbonfund.org Foundation, Inc., a 501-c-3 non-profit formed in Delaware, with its primary business address at 853 Main Street, East Aurora, NY 14052 (“Seller”). This Master Agreement, together with any and all Confirmation Letters and other schedules and exhibits related to Verified Emissions Reductions (as defined herein) shall be referred to as the . RECITALS: A. The Parties wish to buy and sell Verified Emission Reductions on the terms set forth in this Master Agreement; B. Buyer wishes to enter into this Master Agreement with Seller to facilitate future Verified Emission Reductions purchases to manage various customer programs administered by the Buyer; C. Seller has access to Verified Emission Reductions and wishes to enter into this Master Agreement with Buyer to participate in the future Verified Emissions Reductions purchases that the City may undertake from time to time; and D. competitively participate with other sellers in future Verified Emission Reductions purchases, and it does not guarantee that the City will enter into any future Verified Emission Reductions purchases with the Seller. NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions of this Master Agreement, the Parties agree: AGREEMENT 1.Term and Termination. The term of this Master Agreement shall commence on the Effective Date, as set forth above, and shall remain in effect until terminated by either Party upon prior written notice, subject to the provisions of Section 24, except that any such termination shall not be effective until all payments, deliveries and other obligations of the Parties under this Master Agreement, and any Confirmation Letters executed thereunder, have been completed. 2.Definitions. As used in this Master Agreement, the following terms have the respective meanings set forth below, unless the context otherwise clearly indicates. Other capitalized terms are defined elsewhere in this Master Agreement. Applicable Law means all legally binding constitutions, treaties, statutes, laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 ATTACHMENT B 2 writs and orders of any Governmental Authority or arbitrator that apply to the Verified Emission Reductions or any one or both of the Parties or the terms hereof. means the California Environmental Protection Agency Air Resources Board, or any successor agency thereto. means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. Business Day" means any day, except a Saturday, Sunday, or any day observed as a legal holiday by the City. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. Pacific Standard Time or Pacific Daylight Time, as applicable. "Confidential Information" is defined in Section 12. means a written confirmation materially in the form of Exhibit A attached hereto. The Confirmation Letter constitutes part of, and is subject to, the terms and provisions of this Master Agreement. means the VERs specified in the Confirmation Letter and relating to the GHG Reductions generated by the Project during the Vintage Year(s). "Delivery" has the meaning specified in Section 3(b). means three (3) Business Days after the Transaction Date specified in an applicable Confirm. Master Agreement. has the meaning given to such term in the opening paragraph of this Force M is defined in Section 21. means any national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Law and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. means one or more of the six greenhouse gases listed in Annex A to the Kyoto Protocol of the UNFCCC, as amended from time to time. means the removal, limitation, reduction, avoidance, sequestration or mitigation of anthropogenic GHG emissions. means Buyer and Seller, individually or collectively, as applicable. means an emission reduction project that is located in the United States and an defined by ARB and of a Project Type approved by ARB and is identified in DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 3 the applicable Confirmation Letter. means documents, data or other information, whether in written or electronic form, produced by Seller or to which Seller has access relating to the Project or the Contract VERs. means U.S. Forest, U.S. Urban Forest, U.S. Livestock, U.S. Sourced and Destroyed Ozone Depleting Substances, U.S Mine Methane Capture, and U.S. Rice Cultivation; or any other Project Type subsequently approved by ARB. means either the Climate Action Reserve, the Verified Carbon Standard, or the American Carbon Registry or any successor registry thereto. means a written agreement between the Parties in the form of an applicable Confirmation Letter to undertake one or more Deliveries of Contract VERs, subject to the terms of this Master Agreement. nsaction Date means the date the Parties enter into a Transaction as specified on the applicable Confirm. means the price for Contract VERs set forth in the applicable Confirmation Letter. means an amount equal to the product of the Unit Price multiplied by the number of Contract VERs Delivered to Buyer in accordance with this Agreement. ification and means the determination by a Verification Provider that an emissions reduction meets the requirements of the Registry as evidenced by a Verification Report and unique serial number. means one (1) metric tonne of CO2 Equivalent (CO2e) of Verified GHG Reductions generated by the Project. means an independent verification provider accredited by a Registry (or such other verification provider proposed by Seller and accepted by Buyer in its sole discretion). means any written report required by a Registry and prepared by a Verification Provider reviewing and verifying that, in accordance with Project Documentation, Registry Protocols and requirements in effect at the date of its production, the Contract VERs have occurred during the Vintage Year and are eligible for registration in the Registry. Year means, in respect of a Contract VER, the calendar year in which the emissions reductions and removals represented thereby occurred as specified in the applicable Confirmation Letter. 3. Purchase and Sale of Verification Emission Reductions. a. Purchase and Sale. Subject to the terms and conditions of this Master Agreement, Seller agrees to Deliver to Buyer the Contract VERs on the terms specified in an executed Confirmation Letter, a form of which is attached hereto as Exhibit A. DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 4 Buyer agrees to purchase all such Contract VERs to the extent they are Delivered on or before the specified Delivery Date for such Contract VERs. b. Delivery. Seller shall deliver the Contract VERs to Buyer by the Delivery Deadline. Seller will effect delivery by retiring the Contract VERS on behalf of identified in the Confirmation Letter, along with the notation or similar expression. The electronic confirmation from such Registry that the relevant retirement has been completed ( and variations of such term shall have their corresponding meanings.) Title to the Contract VERs will pass from Seller to Buyer upon Delivery. c. Project Documentation. i. Verification Reports. Upon the written request of Buyer, Seller shall deliver to Buyer copies of any Verification Report(s) for the Contract VERs within ten (10) Business Days of such request. ii. Other Project Documentation. Upon the reasonable written request of Buyer, Seller shall provide to Buyer copies of Project Documentation (to the extent that such Project Documentation is made available to Seller) within ten (10) Business Days of such request. 4. Price and Payment. i. Price. Buyer agrees to buy the applicable Contract VERs from Seller at the Unit Price specified in the applicable Confirm for each Contract VER Delivered to Buyer. Seller agrees to pay all Registry fees associated with the issuance and Delivery of the Contract VERs to Buyer. ii. Billing and Terms of Payment. a. Buyer will remit the VER Payment to Seller net thirty (30) days after the date Buyer receives a properly prepared and accurate been Delivered. Buyer has no obligation to make payment for any Contract VERs that have not been Delivered in accordance with Section 3(b). b. An invoice that is properly prepared shall include at a minimum: i. be remitted; ii. address where bill is to be sent; DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 5 iii. The Unit Price; iv. The VER Payment; v. Invoice date; vi. Terms of payment, including any applicable discount calculations; and vii. Tax amount/rate information, if applicable. c. Payment may be made by wire transfer. Payment by check shall be considered made when received by Seller. Wiring instructions: Bank Name: M&T Bank One M&T Bank Buffalo, NY 14203 716-652-6010 Bank ABA: 022000046 Account Name: Carbonfund.org Foundation, Inc. Account No.: 9862644896 Swift Code: MANTUS33 iii. Taxes and Fees. a. Seller will pay all taxes and fees arising prior to Delivery. b. Seller will pay all mandatory taxes and fees arising out of the transactions contemplated by this Agreement levied by a government or other competent public taxing authority on the transfer of the Contract VERs to Buyer, including any sales tax (if applicable). c. Each Party will pay for its own income, property or ad valorem taxes. 5. Events of Default. A Party is in default hereunder if that Party does any of the following (each an ): a. the failure of any Party to make any payment when due if such failure is not remedied within thirty (30) days after receipt of written notice of such failure, provided that if the Buyer, in good faith, disputes all or any portion of the payment, the Buyer shall pay only that portion of the payment that it does not dispute; b. in the case of Seller, if by the applicable Delivery Deadline, Seller fails to Deliver to Buyer any Contract VERs specified on an executed Confirmation Letter and DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 6 that failure is not remedied within five (5) Business Days of Buyer giving notice of that failure, and such failure is not due to Force Majeure or accept such Contract VERs following proper Delivery; c. any representation or warranty provided by either Party herein that shall prove to have been false or misleading in any material respect when made or repeated; d. the failure by a Party to perform any covenant or agreement set forth in this Master Agreement and applicable Confirmation Letters and incorporated exhibits (other than its obligations to make any payment or obligations which are otherwise specifically covered as a separate Event of Default), and such failure is not cured within fifteen (15) Business Days after written notice thereof to the affected Party; e. the Party becomes Bankrupt; or f. the failure by either Party to comply with any of its material obligations under this Agreement and that failure is not remedied within thirty (30) days of the other Party giving notice of that failure. 6. Remedies for Default. In the event of an Event of Default by either Party, the non-defaulting Party may terminate this Agreement and all of the applicable Confirmation Letters immediately upon written notice to the defaulting Party. Upon a valid termination under this provision, Seller (if the non-defaulting Party) will have no further obligation to Deliver additional Contract VERs to Buyer, and Buyer (if the non- defaulting Party) will have no further obligation to purchase additional Contract VERs under this Agreement, including with respect to any applicable Confirmation Letters that have been entered between the Parties but not yet Delivered. Termination of the Agreement under this provision will not limit in any way any remedies available to the Parties under this Agreement. 7. Representations. a. Representations by Both Parties. Each Party represents and warrants to the other Party that: i. it is a legal entity, duly formed and validly existing and in good standing under the laws of the state of its formation; ii. it has the power and authority to enter into and perform its obligations under this Agreement; iii. by entering into this Agreement, it will not breach the material terms of any contract with a third party; iv. it is not relying upon any representations of the other Party other than those expressly set out in this Agreement; DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 7 v. it has entered into this Agreement after a full opportunity to review its terms and conditions, has a full understanding of those terms and conditions and or their risks, and is capable of assuming those risks; and vi. this Agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms by appropriate legal remedy. b. . Seller hereby represents and warrants to Buyer that: i. it has not sold, transferred, assigned, licensed, disposed of or encumbered (nor become legally obligated to do the same) any right, title or interest in the Contract VERs covered by an applicable Confirm to any person other than Buyer and other than as contemplated in this Agreement; ii. Seller conveys the Contract VERs to Buyer free and clear of any liens, encumbrances, claims, security interests, or title defects; iii. it has the right to transfer the Contract VERs covered by an applicable Confirm to Buyer; iv. it has good title to each Contract VER and it obtained and possessed, or will obtain and possess at the time of transfer, the Contract VERs lawfully; v. any Project-related data provided to Buyer is true and correct to the best of vi. each Project agreed to under applicable Confirmation Letters to this Agreement is in substantial compliance with all applicable material laws and regulations, including permit requirements for the operation of such a Project; vii. no authorization, consent, notice to or registration or filing with any governmental authority is required for the execution, delivery and performance by Seller; viii. none of the execution, delivery and performance by Seller conflicts with or will results in a breach or violation of any contract or instrument to which such Seller is a party of is bound; ix. there are no proceedings by or before any governmental authority, now pending or (to the knowledge of Seller) threatened, that if adversely x. the Contract VERs covered by an applicable Confirmation Letter have not been used by Seller or any third party to meet any international, federal, state or local requirement, renewable energy procurement, renewable portfolio standard or other mandate; xi. Seller will not offer, sell, transfer, dispose, encumber or otherwise deal in DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 8 the GHG Reductions associated with the applicable Contract VERs other than as provided herein; xii. the Contract VERs are, and will be at the time of Delivery, validly issued and in force in accordance with the protocols of the Registry specified in the applicable Confirmation Letter; xiii. the Contract VERs are, and will be immediately prior to Delivery, duly registered to Seller in the Registry specified in the applicable Confirmation Letter; xiv. neither the Seller, nor any of its associated or parent organizations or affiliates or its customers, has claimed (or will claim) directly or indirectly, including on any voluntary or mandatory greenhouse gas registry program (including EPA Climate Leaders), any of the Contract VERs to be Delivered under this Agreement or any associated GHG Reductions, carbon reductions, offsets, or benefits as part of its own carbon inventory, footprint, or other carbon statement or declaration as anything other than sold to Buyer. Any such reporting of emissions or emissions reductions shall include as Seller's emissions an amount equal to the VER Quantity and Vintages of the Contract VERs sold hereunder, and indicate their sale to Buyer; xv. the Contract VERs have been Verified by the Verification Provider in a Verification Report for the Vintage Year(s); and xvi. no document or information supplied by Seller in connection with this Agreement contains any untrue statement or omits to state a material fact necessary in order to make such document not misleading. 8. Obligations and Liabilities. a. gations and liabilities arising out of or in connection with this Master Agreement, and there are no conditions, warranties, representations or terms, express or implied, that are binding on the Parties except as specifically stated in this Master Agreement. Any condition, warranty, representation or other term which might otherwise be implied into or incorporated in this Master Agreement, whether by statute, common law or otherwise, is hereby expressly excluded. b. Save as expressly provided otherwise in this Master Agreement, neither Party will be liable under or in connection with this Master Agreement for any loss of income, loss or profits or loss of contracts, or for any consequential, incidental, punitive, exemplary, or indirect losses or damages in tort (including negligence), contract, or otherwise pursuant to this Section 8, except for any claims indemnified pursuant to Section 9. DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 9 9. Indemnification a. Indemnification of Buyer: To the fullest extent permitted by Applicable Law, Seller agrees to protect, defend, hold harmless and indemnify Buyer, its City Council, commissioners, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including in providing a defense to any claim arising or omissions with respect to or in any way pursuant to this Master Agreement and subsequent transactions and related Confirmation Letters, except for claims, misconduct. b. Indemnification of Seller: To the fullest extent permitted by Applicable Law, Buyer agrees to protect, defend, hold harmless and indemnify Seller, its board of directors, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and refrom, wrongful acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by Buyer pursuant to this Master Agreement and subsequent and related Confirmation Letters, except for willful misconduct. 10. Relationship of the Parties. The relationship of the Parties under this Master Agreement is that of independent contractors. The Parties specifically state their intention that this Master Agreement is not intended to create a partnership or any other co-owned enterprise unless specifically agreed to by the Parties in a separate written instrument. Except as specifically provided herein, each Party shall continue to have the right to contract independent of the other Party with individuals and entities. Each Party shall be responsible for its own operating expenses and personnel expenses. 11. Notices. All notices required or permitted to be given hereunder in writing shall, unless expressly provided otherwise, be in writing, properly addressed, postage pre-paid and delivered by hand, facsimile, certified or registered mail, courier or electronic messaging system to the appropriate address as either Party may designate from time to time by providing notice thereof to the other Party. DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 10 If to Buyer: If to Seller: 250 Hamilton Ave. 853 Main Street Palo Alto, CA 94301 East Aurora, NY 14052 Attention: City Clerk Phone: 650-329-2571 Fax: 650-328-3631 With a copy to: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: Director of Utilities Phone: 650-329-2277 Fax: 650-329-2154 Notices delivered by facsimile or by an electronic messaging system shall require confirmation through a reply facsimile or electronic message. 12. Confidential Information. a. shall mean and include information consisting of documents and materials of a disclosing Party and/or any other technical, financial or business information of or about a disclosing Party which is not available to the general public, as well as all information derived from such information, which is furnished or made available to the other Party and is clearly b. The disclosing Party is the Party to whom the Confidential Information originally belongs and who shall, after appropriate notice from the receiving Party, bear the burden of pursuing any legal remedies to retain the confidential status of the Confidential Information, as set forth in Section 12(e), below. c. Confidential Information disclosed by either Party to the other shall be held by the receiving Party in confidence, and shall not be: i. used by the recipient to the detriment of the disclosing Party; or ii. made available for third parties to use. d. Each Party will direct its employees, contractors, consultants and representatives who have access to any Confidential Information to comply with all the terms of this Section. Information received by the receiving Party shall not be Confidential Information if: i. it is or becomes available to the public through no wrongful act of the DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 11 receiving Party; ii. it is already in the possession of the receiving Party and not subject to any confidentially agreement between the Parties; iii. it is received from a third party without restriction for the benefit of the disclosing Party and without breach of this Master Agreement; iv. it is independently developed by the receiving Party; or v. it is disclosed pursuant to a requirement of law or a duly empowered government agency or a court of competent jurisdiction after due notice and an adequate opportunity to intervene is given to the disclosing Party, unless such notice is prohibited. e. Seller acknowledges that City is a public agency and is subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Seller may submit Confidential Information to the City pursuant to Section 12(a), above and the City will maintain such identified documents as confidential to the fullest extent allowed by law. However, upon request or demand from any third person or entity not a party to this Master Agreement ( for production, inspection and/or copying of information designated by a disclosing Party as Confidential Information, the receiving Party shall notify the disclosing Party that such request has been made in accordance with Section 12 of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be solely responsible for taking whatever legal steps may be necessary to protect the information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the receiving Party. If within ten (10) days after receiving the foregoing notice from the receiving Party, the disclosing Party takes no such action, the receiving Party shall be permitted to comply with the f. Upon termination or expiration of this Master Agreement, the receiving Party mation and so certify in writing. The obligations of this provision will survive for one (1) year after any termination or expiration of this Master Agreement. 13. Publicity and Disclosure. Seller shall not use the name, tradename, trademarks, service marks of or owned by Buyer, or logos of Buyer, or share Confidential Information in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media without securing the prior written approval of Buyer. Seller shall not, without the prior written consent of Buyer, represent, directly or indirectly, that any product or service offered by Seller has been approved or endorsed by Buyer. Seller agrees that Buyer may make oral and written reports and other communications regarding this Master Agreement and subsequent Contract VER Transactions to the Palo Alto City Manager, City Council and other public DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 12 officials as required by law, which reports and communications will be public reports and communications. 14. Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Seller agrees that in the performance of this Master 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. Seller acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Buyer and set forth in Exhibit B. 15. Choice of Law. The laws of the State of California shall be applied and be controlling for all purposes and all matters relating to this Master Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16. Entire Agreement. This Master Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or written, of the Parties. 17. Amendments. Except to the extent herein provided, no amendment, supplement, modification, termination or waiver of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound thereby. 18. Assignment. This Master Agreement is binding on any successors and assigns of the Parties. Neither Party may otherwise transfer or assign this Master Agreement, in whole or in unreasonably withheld, conditioned or delayed. DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 13 19. Non-Waiver; No third Party Beneficiaries. No waiver by any Party of any of its rights with respect to the other Party or with respect to this Master Agreement or any matter or default arising in connection with this Master Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by Buyer will operate as a waiver on the part of the Buyer of any of its rights under the Master Agreement. This Master Agreement and subsequent Confirmation Letters are made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have any rights under, or have any direct or indirect cause of action or claim in connection with this Master Agreement. 20. Severability. In the event that any provision of the Master Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of the Master Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either Party. 21. Force Majeure. Neither Seller shall be liable in any respect for failure to Deliver the Contract VERs to Buyer, nor Buyer shall be liable in any respect for failure to accept the Contract VERs from Seller, if such performance is hindered or prevented, directly or indirectly, by an event beyond the reasonable control of either Party, including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act of a superior Governmental Authority or the Contract VERs to another at a price greater than the Unit Price specified in the Confirmation Letter, (ii) Buy Contract VERs ability to purchase Contract VERs at a price less than the Unit Price specified in the Confirmation Letter. 22. Exhibits. The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits may only be revised upon mutual written agreement between the Parties unless otherwise specified in the exhibits. 23. Compliance with the Law. Each Party will comply with all lawful federal, state and local law, ordinances, DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 14 resolutions, rate schedules, rules and regulations that may affect its rights and obligations under the Master Agreement. 24. Fiscal Provisions. The Transactions under this Master Agreement are subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for precedence in the event of a conflict with any other term or condition of the Master Agreement or a Confirm. 25. Interpretation. In this Agreement, unless the context requires another meaning, a reference : a. To any document (including this Agreement) is to that document as varied, amended, novated, ratified or replaced from time to time; b. permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; c. To the singular includes the plural and vice versa, and to a gender includes all genders; d. To the Sections are inserted for convenience of reference only and do not affect the interpretation of this Agreement; e. To a Confirmation Letter is to the active Confirmation Letter; and f. If there is any conflict between the provisions of an applicable Confirmation Letter and any other provisions of this Master Agreement, if it has been signed by both Parties, the terms of that Confirmation Letter will prevail. IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby and have caused this Master Agreement to be executed in duplicate originals by its duly authorized representative on the respective dates entered below. DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 15 CITY OF PALO ALTO City Manager APPROVED AS TO FORM: Counsel to the City of Palo Alto APPROVED: CARBONFUND.ORG FOUNDATION, INC. By: _ Name: Eric Carlson Title: President Taxpayer Identification No. 20-0231609 Director of Administrative Services General Manager of Utilities DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 16 EXHIBIT A VERIFIED EMISSION REDUCTIONS CONFIRMATION LETTER The following describes a Transaction between Buyer and Seller for the sale, purchase and delivery of Contract VERs pursuant to the terms and conditions of the Verified Emission Reductions Purchase and Sale Agreement ( Master Agreement ) between the City of Palo Alto and dated , 20 . Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement. Basic Commercial Terms: Transaction Date: Seller: Buyer: City of Palo Alto Product: VERs Registry: Project Name and Registry ID: Project Location: Vintage Year(s): Quantity of Contract VERs: Unit Price ($/VER): VER Payment ($): This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement, and constitutes part of and is subject to the terms and provisions of the Master Agreement. The Parties agree to the Transaction set forth herein. City of Palo Alto XXX Signature Signature Name Name Title Title Date Date DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 17 EXHIBIT B CERTIFICATION 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 and will not during the course of this Agreement discriminate in the employment of any person because of the 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 and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature: Date: DocuSign Envelope ID: 6CBC1789-7E32-448C-91F7-DC9C593EEE62 7/17/2018 City of Palo Alto (ID # 9443) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Approval to Submit an Art Works Grant Application to the National Endowment for the Arts Title: Approval to Submit a National Endowment for the Arts Art Works Grant Request for $40,000 to Support Code:ART2 in Downtown Palo Alto in October 2019 From: City Manager Lead Department: Community Services Recommended Motion Staff recommends that Council authorize: 1) Staff to submit an application for an “Art Works” grant through the National Endowment for the Arts to support Code:ART2; and 2) The City Manager or his designee from the Community Services Department to accept the grant. Executive Summary The “Art Works” grant from the National Endowment for the Arts (Attachment A) will support temporary public art projects within downtown as part of Code:ART2, scheduled to take place in October 2019. Background With the support of a previous National Endowment for the Arts Art Works grant and additional funding from local corporate sponsors, the inaugural Code:ART festival in June 2017 drew over 10,000 participants downtown and featured eight temporary sound and light installations, participatory-based performance, storytelling, and dynamic sculpture. Based upon extensive community feedback collected during the successful three-day 2017 event, the 2019 festival will feature a larger evening presence. Discussion Taking place in the autumn months when nights grow longer and the downtown corridor draws more families, students, and visitors, Code:ART2 will attract a wider audience and feature more light-based interactive works. The Code:ART2 festival will City of Palo Alto Page 2 engage audiences of all ages by temporarily reframing downtown’s underutilized spaces as a laboratory for interactive urban interventions and creative placemaking, sparking dialogue about how to shape the future of the downtown corridor. With a population that more than doubles each day with Stanford and tech commuters, the festival taps into the brain trust of Palo Alto, employing some of the same technologies developed in Silicon Valley to activate public spaces. Resource Impact and Timeline The National Endowment for the Arts’ Art Works Grant funds for visual arts range between $10,000 and $100,000, with the average being $25,000. Staff plans to request $40,000. The awards will be announced April 2019 and the earliest start date for programming is June 2019. The City’s grant match requirement is 100% of the awarded grant amount. Staff plans to fulfill the matching requirement with in kind donations and existing funds in public art derived from the municipal percent for art ordinance. The grant match requirements will be fulfilled within the department’s existing budget. There is no additional cost to the City. Policy Implications Staff will fully comply with the rules and policies for grant submission as outlined in City Policy 1-12: Grant and Funding request Applications. The grant request for Code:ART2 is consistent with the following Comprehensive Plan objectives: Policy T-1.21 Maintain pedestrian- and bicycle-only use of alleyways Downtown and in the California Avenue area where appropriate to provide connectivity between businesses and parking and transit stops, and consider public art in the alleyways as a way to encourage walking. Policy L-4.8 Ensure that University Avenue/Downtown is pedestrian-friendly and supports bicycle use. Use public art, trees, bicycle racks and other amenities to create an environment that is inviting to pedestrians and bicyclists. Policy L-8.5 Recognize public art and cultural facilities as a community benefit. Encourage the development of new and the enhancement of existing public and private art and cultural facilities throughout Palo Alto. Ensure that such projects are compatible with the character and identity of the surrounding neighborhood. Policy L-8.6 Seek potential new sites for art and cultural facilities, public spaces, open space and community gardens. Environmental Review Temporary art installations covered under this grant are categorically exempt under California Environmental Quality Act regulations sections 15301 (existing facilities) and City of Palo Alto Page 3 15304 (minor alterations to land). Attachments: ATTACHMENT A: ART WORKS Description ATTACHMENT B: Signed Grant application authorization ART WORKS Guidelines: Grant Program Description “The Arts . . . belong to all the people of the United States” * Art Works is the National Endowment for the Arts’ principal grants program. Through project-based funding, we support public engagement with, and access to, various forms of excellent art across the nation, the creation of art that meets the highest standards of excellence, learning in the arts at all stages of life, and the integration of the arts into the fabric of community life. Projects may be large or small, existing or new, and may take place in any part of the nation’s 50 states, the District of Columbia, and U.S. territories. We encourage applications for artistically excellent projects that: • Celebrate America’s creativity and cultural heritage. • Invite a dialogue that fosters a mutual respect for the diverse beliefs and values of all persons and groups. • Enrich our humanity by broadening our understanding of ourselves as individuals and as a society. *1965 Enabling Legislation for the National Foundation on the Arts and the Humanities Act of 1965 Grants generally will range from $10,000 to $100,000. No grants will be made below $10,000. Grants of $100,000 or more will be made only in rare instances, and only for projects that we determine demonstrate exceptional national or regional significance and impact. In the past few years, well over half of the agency's grants have been for amounts less than $25,000. POLICY AND PROCEDURES 1-12/MGR Revised: October 2004 CITY OF PALO ALTO GRANT APPLICATION AUTHORIZATION CHECKLIST The City of Palo Alto strongly encourages staff to identify and apply for grants to assist in the funding of City projects and programs. The acceptance of grant funding, depending on the source, may place a wide range of legal, financial and administrative requirements on the City. In some cases, the mere act of applying for a grant will place the City in a situation that can create negative impacts if the City is unable to accept the grant. These circumstances can limit the City’s ability to apply for similar grant funds from the source agency in the future. Use of non-local funds on CIP projects, such as grant funds, requires adherence to prevailing wage requirements. Coordination with purchasing will be necessary to ensure compliance. In order to minimize any negative impacts to the City, the following checklist must be completed prior to applying for grant funds. Project/Program Name: ____________________ Date: _________________ Grant Source: ____________________________________________________ Department Contact: _______________________ Requested Grant Amount: $____________ 1. Is there a matching fund requirement? Yes ___ No ___ (If yes, ASD review) If so, what is the amount? $________ Percentage split (e.g. 60/40) ___/___ Are the matching funds available? If so, describe funding source: 2. Does the project/program create a new service? Yes ___ No ___ (If yes, ASD/City Manager review) 3. Are there special contractual obligations/requirements (e.g. prevailing wage, disadvantaged business enterprise, etc.)? Yes ___ No ___ (If yes, Attorney review) Describe:______________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Page 3 of 4 Code:ART October 2019 National Endowment for the Arts Elise DeMarzo 40,000 X 30,000 50 50 _____________ _Public Art CIP funds and corporate sponsors ___________________________________________ X X You must compensate all professional performers and related professional personnel on arts endowment supported projects no less than the prevailing minimum compensation. 40,000 DocuSign Envelope ID: 45E56665-90E2-4E4C-A58F-4F03DBDAC19A POLICY AND PROCEDURES 1-12/MGR Revised: October 2004 4. Are there long-term/ongoing maintenance costs? Yes ___ No ___ If yes, has a funding source been identified? Yes ___ No ___ Describe maintenance responsibilities: __________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ 5. Will the receipt of grant funds or the program/project itself impact other departments? Yes ___ No ___ If yes, list the department(s) and describe the impacts: ______________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ (Department Heads from departments listed above must review grant application prior to submittal) 6. Will the receipt of grant funds require Council resolution/approval? Yes ___ No ___ 7. Briefly describe the reporting and auditing requirements as stated in grant application: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Prepared by: ___________________ Reviewed by: __________________ Department Head Approval: _________________ ASD Director Approval: _________________ cc: City Auditor Page 4 of 4 X X Public Works and Facilities will need to be consulted in the implementation of these temporary installations. X A progress report is due once the cumulative payment requests 2/3 of the award amount. Progress reports are submitted within the payment request form. Within 90 days of the end of the performance period, a final report is due to the NEA. The final report package includes: a final descriptive report, a federal financial report, and a work product (if required). Elise DeMarzo Rhyena Halpern Monique leCongeZiesenhenn Date: ______4/23/2018 Date: __________ eDate: __________ Date: __________ Lalo Perez DocuSign Envelope ID: 45E56665-90E2-4E4C-A58F-4F03DBDAC19A 5/31/2018 5/31/2018 6/14/2018 Certificate Of Completion Envelope Id: 45E5666590E24E4CA58F4F03DBDAC19A Status: Completed Subject: Please DocuSign: Grant Application Approval for Code:ART2 Source Envelope: Document Pages: 2 Signatures: 4 Envelope Originator: Certificate Pages: 2 Initials: 0 Elise DeMarzo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Elise.DeMarzo@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 5/29/2018 2:10:04 PM Holder: Elise DeMarzo Elise.DeMarzo@CityofPaloAlto.org Location: DocuSign Signer Events Signature Timestamp Rhyena Halpern Rhyena.Halpern@cityofpaloalto.org CSD Security Level: Email, Account Authentication (None)Using IP Address: 108.209.218.37 Signed using mobile Sent: 5/29/2018 2:16:50 PM Viewed: 5/31/2018 8:29:21 AM Signed: 5/31/2018 8:30:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Monique le Conge Ziesenhenne Monique.leConge@CityofPaloAlto.org Director Libraries City of Palo Alto Security Level: Email, Account Authentication (None) Using IP Address: 72.132.178.243 Sent: 5/31/2018 8:30:02 AM Viewed: 5/31/2018 8:44:17 AM Signed: 5/31/2018 8:45:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lalo Perez lalo.perez@cityofpaloalto.org Chief Financial Officer City of Palo Alto Security Level: Email, Account Authentication (None) Using IP Address: 12.220.157.20 Sent: 5/31/2018 8:45:01 AM Viewed: 5/31/2018 10:22:27 AM Signed: 6/14/2018 8:31:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Elise DeMarzo elise.demarzo@cityofpaloalto.org Manager Community Services Sr. Program City of Palo Alto Security Level: Email, Account Authentication (None) Using IP Address: 12.220.157.20 Sent: 6/14/2018 8:31:32 AM Viewed: 6/19/2018 12:40:50 PM Signed: 6/19/2018 12:41:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/14/2018 8:31:32 AM Certified Delivered Security Checked 6/19/2018 12:40:50 PM Signing Complete Security Checked 6/19/2018 12:41:01 PM Completed Security Checked 6/19/2018 12:41:01 PM Payment Events Status Timestamps City of Palo Alto (ID # 9401) City Council Staff Report Report Type: Action Items Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Transportation Impact Fee Nexus Study and Fee Adoption Title: PUBLIC HEARING: Adoption of an Ordinance Amending Title 16 of the Palo Alto Municipal Code to Modify and Increase the Citywide Transportation Impact Fee (Chapter 16.59) and Indef initely Suspend Application of the Existing Area -specific Transportation Impact Fees for the Stanford Research Park/El Camino Real CS Zone (Chapter 16.45) and the San Antonio/West Bayshore Area (Chapter 16.46), and Amending the Municipal Fee Schedule to Update the City’s Transportation Impact Fees in Accordance With These Changes, all in Furtherance of Implementation of the Comprehensive Plan. The Citywide Transportation Impact Fee is a One -time fee on new Development and Redevelopment Throughout Palo Alto to Fund Transportation Improvements to Accommodate and Mitigate the Impacts of Future Development in the City. This Ordinance is Within the Scope of the Comprehensive Plan Environmental Impact Report (EIR) Certified and Adopted on November 13, 2017 by Coun cil Resolution No. 9720 (Continued from May 7, 2018) From: City Manager Lead Department: Transportation Recommendation Staff recommends that the City Council conduct a public hearing, accept the Draft Transportation Impact Fee Nexus Study included as Attachment B (“Nexus Study”), and adopt the Ordinance in Attachment A, modifying and increasing the Citywide Transportation Impact Fee based on the Nexus Study, suspending collection of two area-specific transportation impact fees and amending the FY 2019 Municipal Fee Schedule to reflect these changes, and finding the Ordinance within the scope of the Comprehensive Plan Environmental Impact Report (EIR) certified and adopted on November 13, 2017 by Council Resolution No. 9720. Note: the Finance Committee reviewed the Draft Transportation Impact Fee Nexus Study on City of Palo Alto Page 2 February 6, 2018 and recommended preparation and adoption of an ordinance with the components included in the attached draft ordinance. Action minutes of the Finance Committee meeting are here: https://www.cityofpaloalto.org/civicax/filebank/documents/63672 . Executive Summary State law allows the City to charge transportation impact fees to new development based on that development’s contribution to the need for capital improvements designed to reduce motor vehicle trips, or to address traffic congestion and other impacts of new motor vehicle trips. The recently adopted Comprehensive Plan calls for an update to the City’s transportation impact fee program. The draft nexus study, included as Attachment B, provides the information required to accomplish this task. Specifically, the draft nexus study reviews the City’s current traffic impact fees, development projected to occur during the life of the Comprehensive Plan (i.e. by 2030), and anticipated capital improvements that will be needed during the same timeframe. Based on this information, the study recommends increasing the citywide transportation impact fee charged to new development based on the number of peak hour vehicle trips that are anticipated after implementation of enforceable transportation demand management (TDM) plans. The recommended fee is $8,083 per net new peak hour trip , which is more than double the current citywide fee. At the same time, the study also recommends elimination of two area-specific transportation impact fees that are charged in the San Antonio and Stanford Research Park areas. Operationally, adoption of the ordinance will mean that most new development will be subject to one fee, rather than multiple fees, and that fee will be reduced to reflect direct investments in trip reduction via TDM plans. For example, the new requirement for TDM plans in the California Avenue Area in Comprehensive Plan Program T1.2.2 (and EIR mitigation measure Trans 1a) is to achieve a 35% reduction below motor-vehicle trip-generation rates established by the Institute of Traffic Engineers (ITE). Therefore, new development will have to provide an enforceable plan to meet this requirement and pay a fee of $8,083 for each remaining peak hour trip. Based on input from the Finance Committee, the draft ordinance in Attachment A would not only increase the citywide fee on a per-trip basis, referencing the quantitative TDM goals in the Comprehensive Plan and transitioning away from area-specific fees, but also reduce the types of projects that would be exempt from the payment of the updated impact fee. The ordinance also references the TDM plan requirements included in Comprehensive Plan Program T1.2.2. Staff will be bringing forward a separate ordinance to codify these requirements in Title 18 (the City of Palo Alto Page 3 Zoning Code). See the Next Steps section below for more explanation. Background & Discussion Impact fees are established based on the reasonable relationship (i.e. nexus) between the impacts caused by new development and the improvements to mitigate those impacts that will be funded by the fee. Existing Transportation Impact Fees As shown in Table 1 below, the City currently charges one or more transportation impact fees for new development based on location. Exemptions are provided for the following uses: single family home remodels or additions; 100% affordable housing projects; below market rate housing units provided in excess of the number required by ordinance; public buildings and schools; retail, personal service, or automotive service uses that are 1,500 sq. ft. or smaller; daycare, nursery schools and preschools, on-site cafeteria/recreation/child care for employees only; and hazardous materials storage. (See Table 3.) All existing transportation impact fees were adopted some time ago and have generated significant funding for transportation improvements over the years. The amount generated annually depends on the amount and location of development approved. Please see the summary in Attachment B for more information. Table 1. Summary of Existing Transportation Impact Fees in Palo Alto Area Date Established Current Fee Amount (1) Approximate Funds Generated (2)(5) Citywide 2007 $3,575.00 per PM peak hour trip $5 million San Antonio/West Bayshore 1986 $2.56/ft(3) $0.3 million Stanford Research Park/ El Camino Real CS Zone 1989 $12.42/ft(3) $4.5 million Charleston – Arastradero Corridor Pedestrian and Bicycle Safety 2005 $0.38/ft $1,306/du (4) $1 million (1) FY2018 Municipal Fee Schedule (2) Administrative Services Department, amounts are total fees paid from inception (3) Residential uses are exempt (4) Commercial development is charged per square foot; residential development is charged per unit. City of Palo Alto Page 4 Area Date Established Current Fee Amount (1) Approximate Funds Generated (2)(5) (5) Fund balances shown in Attachment B include accrued interest and investment income Source: Planning & Community Environment, January 2018 With the proposed ordinance, the City would cease collecting the San Antonio/West Bayshore area-specific fee. Most of the development anticipated in the San Antonio/West Bayshore area at the time the fee was established in 1986 has occurred, and while not all of the original projects envisioned for funding have been pursued by the City, remaining funds will be programmed for alternative improvements in the area, subject to a nexus analysis/finding and City Council approval. With the proposed ordinance, the City would also cease collecting the Stanford Research Park/El Camino Real CS Zone fee established in 1989. Two of the projects envisioned for funding have been completed and two are in process. The proposed ordinance would leave in place the Charleston-Arastradero Corridor fee established in 2005 because the improvements envisioned for funding have not been completed yet. Comprehensive Plan Changes The Comprehensive Plan, adopted in November 2017, includes an implementation program (Program T1.2.2) calling for a formal process for adopting and monitoring transportation demand management (TDM) plans for new developments and to pay a transportation impact fee (TIF) “for all those peak hour motor vehicle trips that cannot be reduced via TDM measures.” Consistent with State law, the plan anticipated that all impact fees collec ted would be used for capital improvements aimed at reducing motor vehicle trips and traffic congestion. Comprehensive Plan Program T1.25.1 reiterated that “Modifications to the impact fee program should be structured in keeping with the City’s desire t o require new development to reduce peak-hour motor vehicle trips to the extent feasible through TDM plans and by contributions to the provision of transit services, shuttles, carpool/rideshare incentives, and similar programs.” Over the life of the Comprehensive Plan (i.e. to 2030), the Final Environmental Impact Report (EIR), certified on November 13, 2017, anticipated development of 3,545 to 4,420 new dwelling units, and 9,850 to 11,500 new jobs (including jobs associated with the Stanford University Medical Center). These assumptions form the basis for the transportation impact fee calculations in Attachment B, despite the fact that some of the new dwelling units are likely to be exempt from the fee (because they will be in affordable housing projects ) and that many of City of Palo Alto Page 5 the jobs will result from already approved development (i.e. SUMC), and may occur within existing building space. This is because State law allows the City to charge transportation impact fees to new development based on that development’s proportional “fair-share” contribution to the impact and required remedy (improvement). The City would need to fund or identify other funding for the portion attributable to vehicle trips from exempt projects as well as existing development. Nexus Study Methodology State law requires agencies to identify a reasonable relationship (or nexus) between an impact fee and new development, and to make findings regarding (a) the purpose of the fee; (b) what mitigation projects the fee will be used to fund; (c) the nexus between the needed mitigation projects and the type of development that will be charged a fee; and (d) the nexus between the amount of the fee and the cost of the needed mitigation. The draft study in Attachment B is designed to support these findings and is structured as shown below: Table 2. Summary of Nexus Study Methodology Step 1 Project Future Growth by 2030 (based on the Comprehensive Plan Update Final EIR) Step 2 Estimate Total & Net New PM Peak Hour Vehicle Trips (based on the Comprehensive Plan Update Final EIR, the 2,855 net new PM Peak Hour trips represent 5.7% of the total PM Peak Hour trips) Step 3 Identify Impacts or Deficiencies Caused by the Additional Trips (based on the Comprehensive Plan Update Final EIR) Step 4 & 5 Identify Projects that Would Mitigate Impacts or Deficiencies and their Cost (See List of Capital Improvements, Attachment B, Table 8.) Step 6 Calculate the Base Fee to be Charged Per PM Vehicle Trip (5.7% of total costs = $23,075,783; divided by 2,855 trips = $8,083) Source: Planning & Community Environment, January 2018 Similar to existing Citywide transportation impact fees, the new fees would be applied to projects based on the net new PM Peak hour trips that would be generated, which are calculated by applying trip generation rates provided in the ITE Manual to the proposed land use(s).1 Proposed Fee Exemptions With the proposed ordinance, a few selected uses would be exempted as shown in Table 3 below. Some currently exempt uses would no longer be exempt under the proposed ordinance, unless such projects have a final planning approval prior to the effective date of the ordinance. 1 The ITE Manual is professional guidance provided by the Institute of Transportation Engineers. City of Palo Alto Page 6 Table 3. List of Exemptions: Existing & Proposed Existing Exemptions Proposed Exemptions Single family home remodels or additions Single family home remodels or additions(1) 100% affordable housing projects 100% affordable housing projects(2) Below market rate housing units provided in excess of the number required by ordinance Below market rate housing units(2) Public buildings and schools Retail, personal service, or automotive service uses that are 1,500 sq. ft. or smaller 50% of new retail trips(3) Daycare, nursery schools and preschools Daycare uses(4) On-site cafeteria/recreation/child care for employees only Hazardous materials storage Notes: (1) While not recommended as an exemption by the Finance Committee, this existing exemption would be perpetuated by the proposed ordinance, which would charge a fee only when the proposed project would increase the number of PM Peak Hour trips. Single family home remodels and additions are not considered trip generating unless the result is a net new dwelling unit. (2) Exemption as describe in the Housing Element (page 113). (3) The Finance Committee recommended applying the fee to 50% of new retail trips in recognition of the desire for retail and the high rate of trip generation . (4) The Finance Committee recommended exempting daycare, but not other uses listed here. Source: Planning & Community Environment, February 2018 The exemptions in Table 3 and the attached ordinance reflect the recommendation of the Finance Committee except where noted above. Staff requests careful consideration of the Finance Committee recommendation to modify the list of existing exemptions. The existing exemptions currently apply consistently to all of the City’s impact fees2 and modifying them as recommended would make the new transportation impact fee complex to implement (increasing the potential for errors) and would increase the cost of City projects. 2 The only exception is the exemption provided to Accessory Dwelling Units for housing impact fees. City of Palo Alto Page 7 TDM Plan Requirements The proposed ordinance requires fees that would be based on the number of PM Peak Hour trips after a percent reduction based on the location of the project and the applicable TDM requirement (if any), as shown in Table 4. Table 4. TDM Requirements District % Trip Reduction Required (1) Downtown 45% California Avenue Area 35% Stanford Research Park 30% El Camino Real Corridor 30% Remainder of the City 20% Note: (1) Comprehensive Plan Program T1.2.2 Source: Planning & Community Environment, January 2018 The Comprehensive Plan includes a program about formalizing the City’s TDM requirements by ordinance, requiring new developments above a certain size threshold to prepare and implement TDM plans to meet the performance standards in Table 4 above (Program T1.2.2). The program references the need for regular monitoring/reporting and enforcement with meaningful penalties for non-compliance. Recent changes to the Palo Alto Municipal Code have established clear criteria for when TDM plans are required in the entitlement process and staff is currently working on operationalizing the review, approval, filing, and monitoring of TDM plans, which will enable enforcement of performance goals and the issuance of fines for non-compliance. The relevant code sections adopted in 2017 are included below and the draft ordinance would reference the performance targets from the Comprehensive Plan. (As explained in the Next Steps section below, staff is developing a separate ordinance to codify those requirements in the Municipal Code.) 18.52.030 Basic Parking Regulations (i) Transportation Demand Management Plan (1) Requirement for TDM Plan: A Transportation Demand Management (TDM) Plan to reduce and manage the number of single-occupant motor vehicle trips generated by the project shall be prepared and submitted by the applicant in the following circumstances: A. For all projects that generate 50 or more net new weekday (AM or PM peak hour) or weekend peak hour trips; B. For all projects claiming a reduction in net new trips due to proximity to public transit or the implementation of a TDM plan; and C. For all projects requesting a parking reduction. City of Palo Alto Page 8 (2) The Director shall have the authority to adopt guidelines for preparing TDM plans and when applicable shall coordinate such guidelines with the Transportation Management Association. 18.52.050 Adjustments by the Director (d) Transportation Demand Management (TDM) (1) A Transportation Demand Management (TDM) program may be (a) proposed by an applicant, or may be (b) required by the director for any project requesting a reduction in parking or generating 50 or more net new weekday (AM or PM peak hour) or weekend peak hour trips, or (c) may be required as CEQA mitigation for identified potential significant parking impacts. (2) Where a Transportation Demand Management (TDM) program is proposed or required, the TDM program shall outline parking and/or traffic demand measures to be implemented to reduce parking need and trip generation. The Director shall have the authority to adopt guidelines for preparing TDM plans. Required measures may include, but are not limited to: participation in the Transportation Management Association or similar organization, limiting “assigned” parking to one space per residential unit, providing for transit passes, parking cash-out, enhanced shuttle service (or contributions to extend or enhance existing shuttle service or to create n ew shared or public shuttle service), car-sharing, traffic-reducing housing, providing priority parking spaces for carpools/vanpools or “green” vehicles (zero emission vehicles, inherently low emission vehicles, or plug-in hybrids, etc.), vehicle charging stations, additional bicycle parking facilities, or other measures to encourage transit use or to reduce parking needs. The program shall be proposed to the satisfaction of the director, shall include proposed performance targets for parking and/or trip reduction and indicate the basis for such estimates, and shall designate a single entity (property owner, homeowners association, etc.) to implement the proposed measures. (3) Monitoring reports shall be submitted to the director two years after building occupancy and again every year thereafter, noting the effectiveness of the proposed measures as compared to the initial performance targets, and implementing modifications if necessary to enhance parking and/or trip reductions. (4) Where the monitoring reports indicate that performance measures are not met, the director may require program modifications and may impose administrative penalties if identified deficiencies are not addressed within six months. Examples With & Without the New Fees With the proposed ordinance, the City would increase the current Citywide traffic impact fee, City of Palo Alto Page 9 cease collection of two area-specific fees, and reduce the number of exemptions. The end result would be an increase in fees charged to many, but not all projec ts, since some areas of the City are currently charged multiple fees and would now be charged only one. Several examples are provided in Table 5 below. City of Palo Alto Page 10 Table 5. Existing & Proposed Transportation Impact Fees (TIF), Examples Location Land Use PM Peak Hour Trips Existing TIF Proposed TIF (Based on TDM Trip Reduction) Cal Ave 50,000 sq.ft. Office 75 prior to TDM 49 with TDM $175,175 $396,067(1) Downtown 50,000 sq. ft. Office 75 prior to TDM 38 with TDM $135,850 $307,154(2) Stanford Research Park 200,000 sq. ft. Office replacing 100,000 sq. ft. R&D 298 prior to TDM 209 with TDM 102 after subtracting existing trips $1,606,650 (citywide fee plus Stanford Research Park fee) $824,466(3) El Camino Corridor (outside disrict-specific TIF areas) 80 Units of Market Rate Multifamily Housing 50 prior to TDM 35 with TDM $125,125 $282,905(3) Notes: (1) Requires investment in TDM to reduce PM Peak Hour trips by 35% in addition to payment of the TIF. (2) Requires investment in TDM to reduce PM Peak Hour trips by 50% in addition to payment of the TIF. (3) Requires investment in TDM to reduce PM Peak Hour trips by 30% in addition to payment of the TIF. Source: Hexagon Transportation Consultants, Inc., February 2018. Comparison to Other Jurisdictions Nexus Study Table 9 (page 27) provides a comparison of the proposed fee to surrounding jurisdictions that was completed in mid-2017. This comparison converts the City’s fee from a per-trip fee to a fee per dwelling unit or 1,000 square feet of non -residential land use to allow for an apples to apples comparision. An excerpt is provided in Table 6, below. Table 6. Comparison to Transportation Impact Fees in Other Jurisdictions Jurisdiction Fee per Dwelling Unit (Multifamily Market Rate) Fee per 1,000 sq. ft. of Office Fee per Hotel Room Palo Alto – Existing $2,217 $5,327 $2,145 Palo Alto – Proposed $5,011(1) $12,043(1) $4,850(1) Menlo Park $1,927 $4,630 $1,834 San Carlos $1,892 $4,547 $1,831 City of Palo Alto Page 11 Jurisdiction Fee per Dwelling Unit (Multifamily Market Rate) Fee per 1,000 sq. ft. of Office Fee per Hotel Room San Mateo $2,101 $3,135 N/A Los Altos $3,777 $9,076 N/A Mountain View – North Bayshore N/A $23,260 $2,071 Los Gatos $6,185 $10,258 $7,598 San Jose – North San Jose Area $7,742 $14,440 4,299 Notes: (1) This represents the maximum amount based on standard trip rates (for peak hour trips), however the number of trips and therefore the total fee charged to project(s) would be reduced in exchange for investments in TDM. See examples in Table 5. Source: Transportation Impact Fee Nexus Study, Hexagon Transportation Consultants Inc., September 2017 Public Notice Under State law, the City must notify all persons requesting notice of fee increases of the time and place of hearing, while providing a general description of the proposal and the location of staff report (Government Code Section 66016). In keeping with this requirement, a notice was published in the newspaper on April 27, 2018 and again on May 4, 2018. The backup data justifying the fees were available to the public with publication of the City Council’s agenda for May 7, 2018 when this item was originally scheduled to be hear d. This data has been made available again with this staff report 11 days in advance of the hearing on August 13, 2018. Timeline and Next Steps As provided in Section 2.04.330 (a)(3) of the Palo Alto Municipal Code, this ordinance shall become effective 60 days after adoption (on second reading). Development of an ordinance updating and codifying requirements for TDM plans will be an important next step. Historically, TDM plans have not always been as rigorous or enforceable as they should be, partly because many TDM plans were optional until the 2017 ordinance cited above, and they were not always included as enforceable conditions of approval. The City also does not have a good system for tracking and monitoring adopted plans. More recently, the City Council and members of the community have asked for and expect quantitative goals (provided in the Comprehensive Plan), meaningful and effective TDM plans, monitoring and enforcement. The code changes adopted in 2017 and cited above began this effort, but there is more to do. Staff is working on a draft ordinance to implement the Comprehensive Plan TDM requirements. The draft ordinance will be provided to the Planning City of Palo Alto Page 12 and Transportation Commission for review/recommendation and to the City Council fo r thei rconsideration later this year. Staff is also preparing the administrative guidelines referenced in Section 18.52.030, and an update to Accela, the City’s permit tracking system, to allow for tracking and monitoring of adopted TDM plans. These improvements will also be completed this year. Resource Impact The draft nexus study identifies a list of capital projects that would cost close to $1 billion in total ($954.8 million), with the City’s share approximately $404.8 million, assuming a City contribution to the county and regional projects on the list. Funding for these projects will be considered for inclusion in the Capital Improvement Program and are subject to annual review and approval in future budget cycles. If all development projected to occur by 2030 proceeds as predicted, the impact fee recommended would generate 5.7% of the total cost, or $23.0 million. This ordinance will replace the FY 2019 transportation impact fees outlined in the FY 2019 Municipal Fee Schedule, as approved in the FY 2019 Budget Adoption Ordinance, and replace with those outlined in Exhibit A of the attached ordinance. Policy Implications Updating the City’s transportation impact fee program is a key implementation action identified in the City’s Comprehensive Plan and resulted from a mitigation measure in the associated Final EIR. Environmental Review The proposed update to the City’s traffic impact fee program was evaluated in the Final EIR for the Comprehensive Plan (certified and adopted November 13, 2017) a nd identified as a mitigation measure (Measure Trans1b) for the Plan. Projects to be funded by the fee will be subject to review pursuant to the California Environmental Quality Act (CEQA) prior to implementation when preliminary designs are available to enable that review. Attachments: Attachment A: Ordinance Amending Citywide Transportation Impact Fee (PDF) Attachment B: Draft Nexus Study 09-21-2017 (PDF) Not Yet Approved SL/ ORD Transportation Impact Fee Ordinance version 7-19-18 1 Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Title 16 of the Palo Alto Municipal Code By Establishing an Updated Citywide Transportation Impact Fee and Indefinitely Suspending Application of the Existing Area- Specific Transportation Impact Fees for the Stanford Research Park/El Camino Real CS Zone and the San Antonio/West Bayshore Area, and Amending the Municipal Fee Schedule to Update the City’s Transportation Impact Fees in Accordance with these Changes, All in Furtherance of Implementation of the Comprehensive Plan, Including Policy T-1.25 and Programs T1.2.2 and T1.25.1 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) On November 13, 2017, the City Council adopted an update to the City of Palo Alto Comprehensive Plan to guide projected growth and development within the City through 2030. As described in the certified Final Environmental Impact Report (EIR) for the Comprehensive Plan Update, new development would worsen traffic congestion and result in significant environmental impacts related to transportation. The Final EIR also identified mitigation measures to address those impacts, which were adopted by the Council and are reflected in the Comprehensive Plan’s policies and programs as well as the adopted Mitigation Monitoring and Reporting Program. (b) The Comprehensive Plan includes a policy (T-1.25) to pursue funding opportunities for ongoing transportation improvements that will help mitigate impacts of future development and protect residents’ quality of life. To implement that policy, the Comprehensive Plan includes a program (T1.25.1) to regularly evaluate the City’s existing transportation impact fee and modify it as needed to implement transportation infrastructure improvements. This program provides that “[m]odifications to the impact fee program should be structured in keeping with the City’s desire to require new development to reduce peak hour motor vehicle trips to the extent feasible through TDM plans and by contributions to the provision of transit services, shuttles, carpool/rideshare incentives and similar programs.” (c) The Comprehensive Plan also includes a program (T1.2.2) to require new developments to implement transportation demand management (TDM) plans to achieve identified targets in vehicle trip generation, and to require payment of a transportation impact fee for those peak hour vehicle trips that cannot be reduced through TDM measures. (d) Consistent with the Comprehensive Plan, the Council desires to implement the identified policy and programs and adopt an updated citywide transportation impact fee to offset the traffic impacts from new development throughout Palo Alto. (e) The City has prepared a study entitled “City of Palo Alto Transportation Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 2 Fee Nexus Study” dated September 21, 2017 and accepted by the City Council on _______, 2018 (hereinafter the “Nexus Study”), which specifies transportation improvements required to serve future development and recommends the amount of the impact fee on new development. The Nexus Study is available for public inspection during normal business hours at the Office of the City Clerk at 250 Hamilton Avenue, 1st Floor, Palo Alto, California, and the Planning & Community Environment Department at 250 Hamilton Avenue, 5th Floor, Palo Alto, California. The City Council has reviewed the Nexus Study and accepts the findings and conclusions of the study. (e) The Nexus Study concluded that all new land uses in Palo Alto will generate an increased demand for transportation infrastructure and services, and recommended that the citywide transportation impact fee apply to both residential and non- residential development in the city. While the Nexus Study found that all new land uses will generate this increased demand for transportation, the Council finds that it is in the public interest to exempt some uses from payment of the fee, in order to promote other important City policies and priorities, such as 100% affordable housing developments. (f) The improvements specified in the Nexus Study are intended to mitigate those traffic impacts identified in the Final EIR for the Comprehensive Plan and other recent traffic studies, and achieve a balanced transportation network. The range of improvements includes bicycle and pedestrian facilities, as well as intersection and roadway improvements, and is rooted in the City’s policies of encouraging alternative mode use, discouraging single- occupant vehicle trips, improving traffic flow without major capacity enhancements, and encouraging motorists to use arterials rather than local residential streets. The cost estimates for the improvements in the Nexus Study are planning-level estimates and will be adjusted over time as more detailed engineering, design and other project-level work is completed. (g) The fee rates charged herein are no higher than necessary to cover the reasonable costs of providing transportation infrastructure to the population associated with new development, such as residents, visitors, employees and customers. The impact fees shall be used in accordance with the Planning and Zoning Law, California Government Code Section 65913.8 and the Mitigation Fee Act, California Government Code Section 66001, et seq. (h) Based on the above findings and the Nexus Study, the City determines that the Citywide Transportation Impact Fee satisfies the requirements of the Mitigation Fee Act, California Government Code Section 66001, et seq. as follows: (1) The purpose of the fee is to help meet the demands imposed on the City’s transportation network by new development projects. (2) Funds from the collection of the fee will be used to meet the demand for pedestrian and bicycle infrastructure, as well as roadway and intersection improvements, generated by new development. (3) There is a reasonable relationship between the proposed uses of the fee and the impacts of the development projects subject to the fee on the transportation network in the city. Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 3 (4) There is a reasonable relationship between the types of development projects on which the fee will be imposed and the need to fund transportation network improvements. (5) There is a reasonable relationship between the amount of the fee to be imposed on the development projects and the impact on the transportation network resulting from such projects. (i) The City currently has several transportation impact fees – one citywide fee, and three that are specific to certain geographical areas of the city – which were adopted over time to fund different sets of improvements. The Council desires to transition to a single citywide transportation impact fee, and cease collection of the fees established in Chapters 16.45 (Stanford Research Park/El Camino Real CS Zone) and 16.46 (San Antonio/West Bayshore Area) of the Code with the remaining funds to be applied to planned improvements in the covered geographical areas as identified by the Chief Transportation Official and subject to approval of the Council, as provided for in the Municipal Code. One area-specific fee, for Charleston-Arastradero Corridor Pedestrian and Bicyclist Safety improvements, would remain in effect until the identified improvements are constructed. This Ordinance amends and updates the existing citywide transportation impact fee consistent with the Comprehensive Plan and the Nexus Study. SECTION 2. Chapter 16.59 (Citywide Transportation Impact Fee) of Title 16 (Building Regulations) of the Palo Alto Municipal Code is hereby amended to read as follows: 16.59.010 Short title. This chapter may be referred to as the "Citywide Transportation Impact Fee Ordinance." 16.59.020 Definitions. For the purposes of this chapter, the following definitions shall apply: (a) "Affordable unithousing" shall have the meaning provided in Section 16.65.020 of this Title mean housing with a purchase price or rent that is affordable to a "moderate," "low" or "very low" income household, as those terms are defined by the California Department of Housing and Community Development, as applicable to Santa Clara County. (b) "Citywide transportation capacity enhancements" shall mean public facilities and services that relieve citywide traffic congestion caused by new development projects. Citywide transportation capacity enhancements include, but are not limited to, advanced transportation management and information systems, expanded shuttle transit services, and bicycle and pedestrian improvements, and roadway and intersection improvements. Citywide transportation capacity enhancements do not include (i) intersection improvements designed primarily to accommodate increased traffic generated by a specific development or (ii) the addition of through-traffic lanes designed for primary use by private motorized vehicles. Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 4 (c) "Construction cost index" shall mean the construction cost index for the San Francisco Bay Area set forth in the Engineering News Record published by McGraw Hill and Associates. In the event the Engineering News Record ceases to calculate and publish this index, then the city manager may designate a comparable, alternative index to serve as the construction cost index. (d) "Eligible citywide transportation capacity enhancements" shall mean (i) the citywide transportation capacity enhancements identified in the most recent citywide transportation impact fee nexus study approved by the city council, and (ii) other citywide transportation capacity enhancements that are approved by the city council that may be substituted for an identified improvement or service because they will mitigate similar congestion. (e) "Existing development" shall mean structures present (at the time the amount of the fee is calculated) and in use (within the two years prior to the time the amount of the fee is calculated) on parcels upon which new development is planned to occur. Where it is necessary to project PM peak hour vehicle trips generated by existing development, such projection shall be made based on either (i) the trip generation estimates used to determine the fee owed with respect to such existing development when the fee was last paid with respect to such existing development or (ii) if the fee has not been paid with respect to such existing development (or any portion thereof), the most recent use of the existing development. (f) "Fee" shall mean the citywide transportation impact fee imposed pursuant to this chapter. (g) Any reference in this chapter to the "Government Code" or to a section of the "Government Code" shall refer to the California Government Code as it exists at the time this ordinance chapter is applied and shall include amendments to that codethe Government Code made subsequently to the adoption of this chapter, it being the intent of the city to maintain the fee in compliance with applicable law. (h) "New development" shall mean the construction of new structures or additions to existing structures in the city and, with respect to residential development, any development project that creates additional residential units. "New development" shall not mean replacement or expansion of an existing residential unit. With respect to nonresidential development, "new development" shall also mean any development project that creates additional square footage of useful areagross floor area or involves a change in use that requires a use permit or other planning approval. (i) "Transportation Impact Analysis Guidelines" shall mean the most recent edition of the "Transportation Impact Analysis Guidelines" promulgated by the Valley Transportation Authority or such other trip projection methodology adopted by the city for the purpose of traffic impact analysis reports. Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 5 16.59.030 Fee imposed. The fee is hereby imposed as a condition of the issuance of any permit for any new development, unless expressly exempted by this chapter. 16.59.040 Exemptions. The provisions of this chapter shall not apply to: (a) City buildings or structures. (b) Public school buildings or structures. (ca) Affordable housing units, either for sale or rental, that exceed the minimum number required for projects under the city’s below market rate (BMR) housing program or other provisions of this code, which units are, by recordable means, is permanently obligated to be and remain 100% affordable units for a period consistent with the requirements of Section 16.65.075(c) of this code. (d) Retail service, eating and drinking service, personal service, or automotive service when the total square footage (including new development) is 1,500 square feet or less. (eb) Day care centers used for childcare, nursery school or preschool education. (f) Below market rate housing units above and beyond the minimum number required for projects subject to the city's below market rate (BMR) housing program. The additional units must be offered and constructed consistently with the requirements of the BMR program. (g) A change in tenancy that does not result in a change in use and which does not involve either (i) a demolition of an existing structure or (ii) an expansion of square footage of useful area. (hc) New development which is exempt from the fee by virtue of the Constitutions of the United States and or California or by virtue of other applicable state or federal law. 16.59.045 Application of fee to projects in the approval process at effective date. The fee shall apply to development projects that are in the approval process at the effective date of this Section, except as modified herein. A project that has its final planning permit before the effective date of this Section and was exempt from the fee at the time of that permit’s issuance shall not be subject to the fee. 16.59.050 Timing of payment. (a) The fee shall be paid as set forth in Chapter 16.64 of this code. (b) A credit against the fee may be given for dedications of eligible citywide transportation capacity enhancements constructed or provided at private expense Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 6 and for the value of land dedicated to the city that is necessary or useful to an eligible citywide transportation capacity enhancement. Such credit will be granted only if the city council determines that: (i) the city will experience a substantial cost savings or service quality improvement as a result of private construction or provision of the capacity enhancement or the dedication of land, (ii) the capacity enhancement can be expected to immediately and significantly relieve citywide traffic congestion, and (iii) the grant of the credit, in lieu of the fee, will not cause the city to delay the implementation of elements of the city’s transportation plan that are of higher priority, in the judgment of the city council, than the land or capacity enhancement that will be dedicated. The credit shall be applied at the time the city accepts the land or capacity enhancement. Where the city council has made the determinations required by this subdivision, payment of a portion of the fee equal to the amount of an expected credit against the fee may be deferred to the date of final building inspection approval of the development, provided the owner of the real property for which the fees are required enters into a recordable agreement with the city prior to issuance of the building permit for the development, which from the date of recordation, shall constitute a lien on the property and shall be enforceable against successors in interest to the property owner. The agreement shall provide that final occupancy approval shall not be given until the credit is applied and any remainingthe fees are paid or the credit issued. The agreement shall also provide that, in any action to collect the fees or any portion thereof, the city shall be entitled to all of its costs of enforcement and collection, including reasonable attorney’s fees. The director of planning and community environment may execute the agreement on behalf of the city in a form acceptable to the city attorney. Any deferral granted pursuant to this paragraph (b) shall be consistent with the requirements of Government Code Section 66007. Where a credit is given for the provision of a service that is an eligible capacity enhancement, the deferral of the fee, and the application of the credit, may be according to a schedule set forth in the recorded agreement, which schedule shall be designed to ensure that no credit is applied in advance of the provision of services for which the credit is made.In no event shall a credit exceed the amount of the fee, and the city shall have no obligation to make payment to or otherwise compensate a developer or applicant if the value of the dedication exceeds the fee amount. 16.59.060 Calculation of fee. (a) The fee imposed upon a new development shall be calculated by multiplying (i) the number of net new PM peak hour vehicle trips projected to be generated by a new development by (ii) the current fee rate. (b) The number of net new PM peak hour vehicle trips projected to be generated by a new development shall be calculated by subtracting the projected PM peak hour vehicle trips generated by existing development on the parcel(s) to contain the new development from the projected PM peak hour vehicle trips generated by the new development (including any existing structures to remain on the parcel after the construction of the new development). In no event shall a new development be Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 7 projected to generate less than zero new PM peak hour vehicle trips as a result of this calculation. (c) For purposes of subsection (b), the number of PM peak hour vehicle trips projected to be generated by a new development shall be calculated pursuant to the transportation impact analysis guidelines. For development projects required to prepare, receive approval of, implement and monitor a transportation demand management (TDM) plan consistent with Comprehensive Plan Program T1.2.2, a target-based trip reduction approach allowed under the transportation impact analysis guidelines may be used, provided that the TDM plan is subject to an enforceable agreement approved by the city. (d) To the extent existing development on a parcel qualified qualifies as new development after the effective date of the most recent ordinance amending this section, but was exempt from the fee by virtue of Section 16.59.040 of this code in effect at the time the existing development was permitted, the PM peak hour vehicle trips projected to be generated by that existing development, shall not be subtracted (as otherwise required by subdivision (b) of this section) from the projected PM peak hour vehicle trips generated by the new development. (e) The rate of the fee shall be established from time to time by resolution or ordinance of the city council in the manner required by Government Code Sections 66004 and 66018. (f) The rate of the fee shall be subject to annual adjustment for inflation pursuant to Section 16.64.110. (g) The department of planning and community environment shall be responsible for the calculation of the fee at the time of plan review or when the fee is due, whichever is earlier. Applicants shall supply the city with the necessary information to calculate the fee in a format acceptable to the city. (h) The number of net new PM peak hour vehicle trips projected to be generated by a new development shall be calculated in a manner that accounts for peak hour vehicle trips expected to be reduced by any Transportation Demand Management (TDM) Plan approved or required by the city. (i) New retail service developments, as defined in Section 18.04.030(a)(125) of this code, shall be charged a fee at 50% of the ordinary rate set under subdivision (e) of this section. 16.59.070 Special fund. (a) There is hereby established a special fund, entitled the "Citywide Transportation Impact Mitigation Fund", into which all fee proceeds and any interest thereon shall Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 8 be deposited. The fund shall be maintained as required by Government Code Section 66006. (b) Moneys in the fund shall be expended only on the installation, acquisition, and construction, maintenance and operation of eligible citywide transportation capacity enhancements. 16.59.080 Accountability measures. (a) At least annually and as required by Government Code Section 66006, the city manager, or his or her designee, shall review the estimated cost of the public improvements to be funded by the fee, the continued need for those improvements and the reasonable relationship between such need and the impacts of pending or anticipated new developments. The city manager, or his or her designee, shall report his or her findings to the city council at a noticed public hearing and recommend any adjustment to the fee or other action as may be needed. (b) The city council shall review such report in the manner required by Government Code Section 66006(b)(2). (c) To the extent required by Government Code Section 66001(d), the city council shall make the findings required by that section. 16.59.090 Enforcement and pPenalties. (a) Any person violating or failing to comply with any of the requirements of this chapter shall be subject to an administrative penalty or administrative compliance order as set forth in Chapters 1.12 and 1.16 of this code. (b) The city attorney shall be authorized to enforce the provisions of this chapter and all agreements entered into in accordance with this chapter, by civil action and any other proceeding or method permitted by law. (c) Each person is guilty of a separate offense for each and every day during any portion of which any violation of any provision of this chapter is committed, continued or permitted by such person. (d) All remedies provided for in this section shall be cumulative and not exclusive and shall not preclude the city from any other remedy or relief to which it otherwise would be entitled under law or equity. (e) Failure of any official to fulfill the requirements of this chapter shall not excuse any person from the requirements of this chapter. (a) All remedies provided for in this chapter shall be cumulative and not exclusive. Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 9 (b) Violation of any provision of this chapter, including, but not limited to, converting an exempt use to a use to which this chapter applies without paying the fee, is a misdemeanor punishable as provided in this code. (c) Each person is guilty of a separate offense for each and every day during any portion of which any violation of any provision of this chapter is committed, continued or permitted by such person. (d) Any person violating any provision of this chapter, including, but not limited to, converting an exempt use to a use to which this chapter applies, without paying the fee, shall be liable civilly to the city in a sum not to exceed five hundred dollars for each day in which such violation occurs. (e) Persons employed in the following designated employee positions are authorized to exercise the authority provided in the California Penal Code Section 836.5 and are authorized to issue citation for violations of this chapter: development services director, director of planning and community environment and their designee. SECTION 3. Collection of the fee established in Chapter 16.45 (Transportation Impact Fee for New Nonresidential Development in the Stanford Research Park/El Camino Real CS Zone) of Title 16 (Building Regulations) of the Palo Alto Municipal Code is hereby suspended. It is the Council’s intent to take further action to repeal the provisions of Chapter 16.45 upon expenditure of the collected funds. SECTION 4. Collection of the fee established in Chapter 16.46 (Approval of Projects with Impacts on Traffic in the San Antonio/West Bayshore Area) of Title 16 (Building Regulations) of the Palo Alto Municipal Code is hereby suspended. It is the Council’s intent to take further action to repeal the provisions of Chapter 16.46 upon expenditure of the collected funds. SECTION 5. The City Council hereby amends the Municipal Fee Schedule by amending the Citywide Transportation Impact Fee and deleting the Stanford Research Park/El Camino Real CS Zone and San Antonio/West Bayshore Area traffic impact fees, as shown in Exhibit "A", attached hereto and incorporated herein by reference. When effective, the fees as amended by this Ordinance shall supersede any prior inconsistent fees charged by the Department of Planning and Community Environment. The amount of the new or increased fees and charges is no more than necessary to cover the reasonable costs of the governmental activity, and the manner in which those costs are allocated to a payer bears a fair and reasonable relationship to the payer’s burden on, or benefits received from, the governmental activity. Pursuant to Government Code Section 66017, these changes shall become effective sixty (60) days from the date of adoption. SECTION 6. 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 of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 10 SECTION 7. The Council finds that the potential environmental impacts related to this Ordinance were analyzed in the Final EIR for the Comprehensive Plan Update, which was certified and adopted by the Council by Resolution No. 9720 on November 13, 2017. The Ordinance is consistent with and implements the program evaluated in the EIR. SECTION 8. Severability. If any section, subsection, sentence, clause, phrase or word of this Ordinance is for any reason held to be invalid by a 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 and adopted this Ordinance, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid. SECTION 9. This Ordinance shall be effective on the sixtieth (60th) day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Planning and Community Environment Not Yet Approved SL/ORD Transportation Impact Fee Ordinance version 7-19-18 11 EXHIBIT A Municipal Fee Schedule Planning and Community Environment Traffic Impact Fees Stanford Research Park/El Camino Real CS Zone $12.42 per net sq. ft. San Antonio/West Bayshore area $2.56 per sq. ft. Citywide Transportation Impact Fee $3,575.008,083.00 per net new PM peak hour trip City of Palo Alto Transportation Impact Fee Nexus Study Draft Report Prepared for: City of Palo Alto September 21, 2017 Hexagon Transportation Consultants, Inc. Hexagon Office: 4 North Second Street, Suite 400 San Jose, CA 95113 Phone: 408.971.6100 Client Name: City of Palo Alto Hexagon Job Number: 16JC05 Transportation Impact Fee Nexus Study September 21, 2017 P a g e | i i Table of Contents Executive Summary ............................................................................................................................... iii 1. Introduction and Existing Impact Fees .......................................................................................... 1 2. Projected Growth and Its Impacts ............................................................................................... 11 3. Transportation Impact Fee Improvements .................................................................................. 16 4. Recommended Fee Program ..................................................................................................... 21 5. Transportation Impact Fees in Other Cities ................................................................................ 26 6. Conclusions ................................................................................................................................ 33 Appendix Appendix A: Project Descriptions of Transportation Impact Fee Improvements List of Tables Table ES- 1 TIF Rates for Multi-Family Residential and Office Uses in Nearby Cities ........................ vi Table 1 Summary of Existing Palo Alto Impact Fees ........................................................................ 3 Table 2 San Antonio/West Bayshore Traffic Impact Fee Projects ..................................................... 5 Table 3 Stanford Research Park/El Camino Real Traffic Impact Fee Projects .................................. 7 Table 4 Citywide Transportation Impact Fee Projects ...................................................................... 9 Table 5 Projected Growth by the Year 2030 under the Preferred Scenario .................................... 12 Table 6 Projected PM-Peak-Hour Vehicle Trips Generated by the Preferred Scenario……………..13 Table 7 Projected Increase in PM-Peak-Hour Motor Vehicle Trips ............................................... 134 Table 8 Citywide Transportation Impact Fee Improvements ........................................................... 20 Table 9 Transportation Impact Fees in Nearby Cities ..................................................................... 27 List of Figures Figure 1 Areas Subject to Transportation Impact Fees ...................................................................... 4 Transportation Impact Fee Nexus Study September 21, 2017 P a g e | i i i Executive Summary This nexus study reviews the City of Palo Alto’s existing transportation impact fees and makes recommendations regarding the impact fee program in the future. Findings have been made in accordance with the requirements of the Mitigation Fee Act (AB 1600). Existing Transportation Impact Fees The City of Palo Alto currently has four transportation-related impact fees, of which three are applied in specific areas of the city and one is applied citywide. These four impact fees, the year when each was first adopted, and a brief summary of their current status are as follows: San Antonio / West Bayshore Area Traffic Impact Fee, 1986: This area has been redeveloped since the EIR and nexus study were prepared in 1986. Stanford Research Park / El Camino Real CS Zone Transportation Impact Fee, 1989: Of the four intersection improvement projects listed in the municipal code for this area-specific fee, two are complete. The City is currently coordinating with the Santa Clara County Department of Roads and Airports, which has jurisdiction over county expressways, to make improvements to three intersections on Page Mill Road. Charleston – Arastradero Corridor Pedestrian and Bicyclist Safety Impact Fee, 2005: The corridor project is not yet complete. The City plans to continue to use these impact fee funds towards completion of the Charleston-Arastradero Corridor Plan, as provided for in the original nexus study. Citywide Transportation Impact Fee, 2007: The City has used funds from the citywide TIF to fund bicycle and pedestrian improvements and an upgraded traffic signal system. Projected Future Growth and Resulting Impacts The Preferred Scenario of the Palo Alto Comprehensive Plan Update includes a range of 8,435 – 10,455 new residents and a range of 9,850 – 11,500 new jobs, The number of PM-peak-hour motor vehicle trips was projected for the low end and the high end of those growth assumptions and then averaged. It is estimated for purposes of this nexus study that there will be 4,202 additional PM-peak- hour motor vehicle trips generated by the Preferred Scenario in 2030. The Comprehensive Plan Update FEIR includes a mitigation measure that would require all new development projects to develop Transportation Demand Management (TDM) plans to reduce the number of PM-peak-hour motor vehicle trips by a specified amount, depending on the location of the project. In other words, the City is requiring an upfront investment in ongoing trip reductions by new Transportation Impact Fee Nexus Study September 21, 2017 P a g e | i v development through the implementation of robust TDM plans. The range of required reductions is from 20% to 50%. Based on the amount of growth projected for each area and the TDM trip reduction target for that area, there would be an estimated reduction of 1,347 PM-peak-hour trips, assuming all projects meet their TDM targets. Thus, with this upfront investment in trip reductions through TDM measures, it is estimated that 2,855 new PM-peak-hour trips would be generated by the future housing and employment growth defined by the Preferred Scenario, which is 5.7% of the total estimated citywide PM-peak-hour trips in the year 2030. The total estimated citywide PM-peak-hour vehicle trips were estimated with the Palo Alto travel demand forecasting model used in the Comprehensive Plan Update analysis. The level of growth included in the six planning scenarios that were analyzed as part of the Comprehensive Plan Update would result in significant impacts to intersections, to freeway segments, to transit travel times (due to increased congestion), and to local residential streets (due to drivers avoiding increased congestion on arterials). Because all six of the planning scenarios that were examined in the Comprehensive Plan Update would result in some significant transportation impacts and because the City’s Preferred Scenario represents a level of growth that is within the range of the six planning scenarios analyzed, there would be significant and unavoidable transportation impacts with the Preferred Scenario. The purpose of the improvements to be funded by the Transportation Impact Fee is to mitigate or offset these projected impacts to the extent feasible. Improvements to Mitigate Impacts Hexagon recommends transitioning to a single citywide Transportation Impact Fee (TIF) rather than the current structure of three fees that apply in specific areas and one citywide fee. However, we recommend retention of the Charleston-Arastradero Corridor fee until that bicycle and pedestrian safety project has been completed. The City’s Comprehensive Plan Update EIR is the basis for the nexus between the projected future development in the City and the proposed citywide TIF. The proposed citywide TIF expenditure plan is rooted in the City’s policies of encouraging alternative mode use, discouraging single-occupant vehicle trips, improving traffic flow without major capacity enhancements, and encouraging motorists to use arterials rather than local residential streets. The total estimated cost of the improvements to be funded partially with the citywide TIF is $954,778,300. For projects for which an annual expenditure amount has been provided, the total cost assumes 14 years (2017 – 2030) of that annual amount. The City’s estimated share of these total costs is $404,838,300. Based on the fact that 5.7% of the total PM-peak-hour motor vehicle trips generated in the year 2030 would be generated by new development, 5.7% of the City’s share of improvement costs, $23,075,783, is attributed to new development and should be funded by the citywide TIF. As noted earlier, new development will also be responsible for a significant upfront and ongoing investment in trip reductions, through implementation of TDM plans. Proposed Citywide Transportation Impact Fee The proposed amount of the citywide Transportation Impact Fee has been calculated by dividing the cost of the improvements to be funded by the TIF by the number of additional PM-peak-hour motor vehicle trips. The resulting impact fee is $8,083 per PM-peak-hour trip (23,075,783 / 2855 = $8,082.59). Additional recommendations include: The City should continue to charge the TIF on a “per PM-peak-hour trip” basis and use the trip rates included in the most recent edition of the ITE Trip Generation Manual. Trip reductions due Transportation Impact Fee Nexus Study September 21, 2017 P a g e | v to implementation of TDM plans should be applied in accordance with the policies of the Comprehensive Plan Update. It is recommended that the existing exemptions from the citywide TIF be retained, for consistency with Palo Alto’s community facilities impact fees and to continue to encourage development of those land uses. The City may wish to consider a lower per PM-peak-hour trip fee for retail uses or increasing the size of retail uses that would be exempt from the TIF. The rationale for such a change is that many retail projects serve to reduce vehicle miles travelled (VMT) and result in lower traffic impacts than their trip generation rate suggests, due to short trip lengths, pass-by trips, and diverted linked trips. The City should consider adding accessory dwelling units to the list of exemptions from the citywide TIF in order to encourage their development. The City currently includes “second units” in the list of uses that are subject to the TIF and other impact fees. It is recommended that development projects on parcels that have been vacant for two or more years do not receive credit for the existing uses on the parcel, when calculating the TIF. Such a policy is consistent with VTA’s Transportation Impact Analysis Guidelines requirement to use traffic counts that are no more than two years old. If a parcel has been vacant for two or more years, existing traffic conditions reflect that vacancy, rather than the historical usage of the site. The City should continue to adjust fee levels annually, in line with the Construction Cost Index. Impact Fees in Other Cities The Transportation Impact Fees of numerous nearby cities were tabulated in order to provide context for considering Palo Alto’s existing citywide TIF of $3,575 and proposed TIF of $8,083 per net new PM- peak-hour vehicle trip. Table ES-1 presents a summary of the TIF rates for two common land uses, multi-family housing and offices, in nearby cities, most of which specify their rates on a per dwelling unit and per thousand square feet basis. To facilitate comparison with other cities’ rates, Palo Alto’s “per PM-peak-hour vehicle trip” existing and proposed rates were converted to rates per dwelling unit and per thousand square feet, based on standard ITE Trip Generation Manual rates. The apartment land use rate (ITE category 220) has been used for multi-family housing. The proposed TIF of $8,083 per net new PM-peak-hour trip results in a “pre-TDM reduction” rate of $5,011 per multi-family dwelling unit and $12,043 per thousand square feet of office space. However, because Palo Alto would require development projects to achieve a trip reduction of between 20% and 50% via robust TDM plans, depending on a project’s location, no project would pay the “pre- TDM reduction” rates. The derived TIF rates for Palo Alto are shown after accounting for TDM trip reductions that would apply in different parts of the City. As shown in Table ES-1, although there would be a single citywide rate of $8,083 per net new PM-peak-hour vehicle trip, the effective rate that would be paid by a specific project would depend on the estimate of the number of PM-peak-hour trips it would generate after achieving the trip reduction target for its location. The cost of achieving those trip reductions through implementation of TDM plans has not been included and rests solely with the developer. Of the cities surveyed, three cities currently have TIFs that are higher than the proposed “pre-TDM reduction” level in Palo Alto: Mountain View’s TIF for office and R&D uses in the North Bayshore Area, Los Gatos’s TIF for some land uses, and San Jose’s four TIF programs for some land uses. Los Altos and the Moffett Park area of Sunnyvale have rates than are lower than the proposed “pre-TDM reduction” level in Palo Alto, but higher than the amount that would be charged in some areas after TDM reductions are accounted for. The TIF amounts in all other cities in the survey are lower than the proposed citywide TIF even when the highest trip reduction (50% in downtown area) is accounted for, and many are also lower than Palo Alto’s current citywide TIF. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | v i Table ES- 1 TIF Rates for Multi-Family Residential and Office Uses in Nearby Cities Source: Hexagon Transportation Consultants, Inc., 2017 Multi-Family TIF Office TIF City or Area within City (per d.u.)(per KSF)Notes Palo Alto a Current Citywide TIF 2,217$ 5,327$ Based on $3,575 per PM-peak-hour trip. Proposed TIF, no TDM reduction 5,011$ 12,043$ Based on $8,083 per PM-peak-hour trip. Proposed TIF less 20% for TDM 4,009$ 9,634$ Based on $8,083 per PM-peak-hour trip; all other areas of City. Proposed TIF less 30% for TDM 3,508$ 8,430$ Based on $8,083 per PM-peak-hour trip; Stanford Research Park or El Camino Corridor location. Proposed TIF less 35% for TDM 3,257$ 7,828$ Based on $8,083 per PM-peak-hour trip; Calif. Ave. location. Proposed TIF less 50% for TDM 2,506$ 6,022$ Based on $8,083 per PM-peak-hour trip; downtown location. Menlo Park Citywide 1,927$ 4,630$ Supplemental Downtown a 235$ 565$ Based on $379 per PM-peak-hour trip . Redwood City Non-Downtown 992$ 2,380$ Downtown 744$ 1,790$ San Carlos 1,892$ 4,547$ San Mateo 2,101$ 3,135$ Los Altos 3,777$ 9,076$ Mountain View North Bayshore Area N.A.23,260$ No rate given for residential uses in this area. Sunnyvale South of S.R. 237 1,931$ 4,640$ North of S.R. 237 N.A. 6,375$ No rate given for residential uses in this area. R&D TIF rate is $6,375; used for offices north of SR 237. Los Gatos a 6,185$ 10,258$ TIF is $902 per DAILY trip. TIF calculated with ITE daily trip rates times $902. Santa Clara N.A.1,000$ TIF applies only in defined area (north of Caltrain tracks). No rate given for residential uses in this area. San Jose North San Jose Area 7,742$ 14,440$ Industrial TIF rate is $14,440; used for offices in this area. Evergreen-East Hills Area N.A.13,170$ No rate for Multi-Family. Single-Family is $15,148 per unit. US 101/Oakland Ave/Mabury Rd TIF is $35,767 per PM peak hour trip that would use one of the planned interchange improvements. I-280/Winchester Blvd.TIF is $25,641 per PM peak hour trip that would use the proposed off-ramp improvement. Fremont 2,382$ 5,297$ Multi-Family rate shown is for units with 2-3 bedrooms. Note: TIF amounts are from each city's website. (a) Where TIF fees are specified by a city on a per vehicle trip basis, standard ITE trip generation rates have been used to calculate the rate per dwelling unit for multi-family residential and per KSF for offices. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 1. Introduction and Existing Impact Fees This report presents the results of a nexus study prepared to update the City of Palo Alto’s existing transportation impact fees. Development impact fees are commonly used throughout California to require new development to pay for the needs that it creates. In Palo Alto, impact fees are currently charged for transportation, housing, community facilities, public art, and parkland dedication. The purpose of this study is to allow the City to make the necessary findings in order to revise its existing transportation-related impact fees. The City of Palo Alto currently has four transportation-related impact fees, of which three are applied in specific areas of the city and one is applied citywide. These four impact fees and the year when each was first adopted are as follows: San Antonio / West Bayshore Area Traffic Impact Fee, 1986 Stanford Research Park / El Camino Real CS Zone Transportation Impact Fee, 1989 Charleston – Arastradero Corridor Pedestrian and Bicyclist Safety Impact Fee, 2005 Citywide Transportation Impact Fee, 2007 Development Impact Fees in California The Mitigation Fee Act (Government Code Sections 66000-66025) was originally enacted through Assembly Bill 1600 in 1987 and requires that a reasonable relationship (nexus) be established between the projects or mitigations to be funded by an impact fee and the impacts caused by new development. Impact fees are one-time fees that are charged by a local government agency and are distinct from taxes and special assessments. When imposing an impact fee as a condition of approval of a development project, a local agency must make the following findings: Identify the purpose of the fee; Identify the use to which the fee is to be put; Determine how there is a reasonable relationship between the need for the public facility and the type of development project on which the fee is imposed; Determine how there is a reasonable relationship between the amount of the fee and the cost of the public facility or portion of the public facility attributable to the development on which the fee is imposed. This study provides the necessary evidentiary basis to support these findings. The current status of each of the four transportation impact fees in Palo Alto is also provided in order to address the question of whether it would be preferable for the City to retain four separate transportation impact fees or consolidate some or all of them. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 Existing Impact Fees in Palo Alto The City of Palo Alto currently charges development impact fees for the following broad purposes: transportation, affordable housing, community facilities, public art, and parkland dedication. Within the category of community facilities, separate impact fees are charged for parks, community centers, libraries, public safety facilities, and general government facilities. Within the category of transportation, there are currently four separate impact fees, of which three are imposed only in specific areas of the city and one is applied citywide. A summary of Palo Alto’s impact fees for Fiscal Year 2017-18 (effective as of August 28, 2017) is presented in Table 1. The first impact fee established by Palo Alto was for affordable housing, in 1984. This was followed by adoption of two of the transportation-related impact fees in the late 1980s, around the time that AB 1600 was passed. The other two transportation-related fees were adopted approximately ten years ago, in the mid-2000s. Community facilities fees (for parks, libraries, community centers, public safety facilities, and general government facilities) were established in 2002 and 2015, and the housing impact fee was significantly revised in 2017. It should be noted that the city also has an in-lieu parking fee for the Downtown Parking Assessment District, but this is not an impact fee and is not addressed in this nexus study. Exemptions from impact fees for specific land uses vary for the different fees. The Citywide Transportation Impact Fee (TIF) and the Charleston-Arastradero Corridor Safety Fee have the same exemptions as all of the community facilities impact fees. These exemptions, as identified in the July 1, 2017 update of the “Palo Alto Development Impact Fees” document, include: Single-family home remodels or additions, Housing projects with 100% affordable housing units, Below Market Rate (BMR) housing units beyond the minimum number required by the City’s BMR housing program, Public buildings and schools, Retail, personal service, or automotive service that is 1,500 s.f. or smaller, Daycare, nursery schools, and preschools, On-site cafeteria/recreation/childcare facilities for employee use only, Hazardous materials storage. All residential uses are exempt from the San Antonio-West Bayshore and the Stanford Research Park traffic impact fees, but the following residential uses are subject to the Citywide TIF and the Charleston/Arastradero TIF: new homes on an empty parcel, second units, multi-family residential projects, and required Below Market Rate units. Replacement single-family homes are not subject to the citywide TIF. Figure 1 shows the areas covered by the three transportation-related impact fees that apply in specific areas of the city. Any new project that is within one of the three areas would pay at least two transportation-related impact fees: the appropriate area-specific fee and the citywide fee. Because of the overlap of the three areas, there are locations where a new development may be subject to three transportation impact fees: the citywide fee, the Charleston-Arastradero Corridor fee, and either the San Antonio/West Bayshore fee or the Stanford Research Park fee. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 Table 1 Summary of Existing Palo Alto Impact Fees Source: City of Palo Alto, “Development Impact Fees”, updated 7/1/17 Year Fee Was First Multi- Family Multi- Family Hotel/ Impact Fee Adopted < 900 s.f.> 900 s.f.Commercial Motel Institutional Industrial Transportation San Antonio/West Bayshore 1986 Stanford Research Park/El Camino Real 1989 Charleston-Arastradero Corridor 2005 Citywide 2007 Community Facilities Parks 2002 11,917$ 17,795$ 3,944$ 7,801$ 5.061$ 2.288$ 5.061$ 5.061$ Community Centers 2002 3,089$ 4,626$ 1,026$ 2,033$ 0.286$ 0.129$ 0.286$ 0.286$ Libraries 2002 1,079$ 1,606$ 355$ 645$ 0.272$ 0.114$ 0.272$ 0.272$ Public Safety Facilities 2015 1,036$ 1,036$ 829$ 829$ 0.579$ 0.579$ 0.772$ 0.193$ General Govt Facilities 2015 1,305$ 1,305$ 1,044$ 1,044$ 0.729$ 0.729$ 0.974$ 0.243$ Total Community Facilities 18,426$ 26,368$ 7,198$ 12,352$ 6.927$ 3.839$ 7.365$ 6.055$ Housing 2017 Single-Family Detached: $75 per s.f.Office/R&D: $35 per s.f. Condos, Single-Family Attached: $50 per s.f.Hotel, Retail, Other Non-Residential: $20.37 per s.f. Apartments: $20 per s.f. Public Art 2013 Parkland Dedication 2006 Note: All fees are as of August 28, 2017. Fee amounts are revised annually. Residential Non-Residential Single Family >3000 s.f. Single Family <3000 s.f. $0.38 per square foot $3,575 per net new PM peak hour trip Per dwelling unit Per square foot Applies only to projects that require a subdivision or parcel map with less than 50 parcels when land is not dedicated. If over 50 parcels, project must dedicate land. 1% of first $109 million construction valuation and 0.9% of construction valuation in excess, for commercial buildings with floor area > 10,000 s.f. and construction value >$200,000 All residential uses exempt All non-residential uses exempt All residential uses exempt $2.56 per square foot All residential uses exempt $12.42 per net new square foot $1,306 per residential unit Figure 1 Traffic Impact Fee Areas Palo Alto Impact Fee Nexus Study LEGEND = Stanford Research Park/El Camino Real Area = City of Palo Alto = San Antonio/W. Bayshore Area = Charleston/Arastradero Corridor Area 101 280 Alm a S t El Cam i n o R e a l Page Mill R d Fo oth i l l Expy Ore g o n E x p y Sa n An t o n io Rd E Ch a r l eston Rd Embarcadero Rd E Meadow D r Ara str a d ero R dLos R oble s Av e Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 5 All four of the transportation impact fees provide for annual adjustments to the fees based on the Construction Cost Index published by the Engineering News Record. The following sections provide more detail on the history and the projects included in each of the city’s four transportation-related impact fees. San Antonio/West Bayshore Area Adopted in 1986, Chapter 16.46 of the Palo Alto Municipal Code (PAMC) is entitled “Approval of Projects with Impacts on Traffic in the San Antonio/West Bayshore Area,” which is generally bounded by U.S. Highway 101, Middlefield Road, Fabian Way, and the city limits. The municipal code identifies four specific projects to be funded with this impact fee, as shown in Table 2, but also states that the funds may be spent on “alternative improvements in the area as determined by the Chief Transportation Official, subject to the approval of the City Council.” The need for this impact fee was established in the San Antonio/West Bayshore Environmental Impact Report (EIR). Most of the development that was analyzed in that EIR has occurred. This impact fee was primarily intended for capacity-enhancing intersection improvements to accommodate the projected growth in traffic resulting from new development. The City’s approach to accommodating traffic growth has shifted in the last 30 years and is now geared more towards encouraging alternative mode use than towards adding roadway and intersection capacity. Therefore, as shown in Table 2, not all of the projects specifically identified in the municipal code in 1986 have been completed. Table 2 San Antonio/West Bayshore Traffic Impact Fee Projects Source: Hexagon Transportation Consultants, Inc., 2017 Projects Listed in Municipal Code a Current Status San Antonio Road/Middlefield Road:City currently plans to widen Middlefield to add bike lanes, but Feasibility study for a second left-turn lane no longer plans to add a second left-turn lane to westbound on westbound Middlefield at San Antonio Middlefield at San Antonio. San Antonio Road/Charleston Road:Project not implemented and City does not plan to pursue project. Right-turn lane on westbound Charleston Mountain View has recently resurfaced westbound approach. Signalized intersection at Ford Aerospace Project is no longer needed. Former Ford Aerospace site is driveway now JCC site. Interconnections of area traffic signals Project Complete. Note: (a) Projects listed in Palo Alto Municipal Code Chapter 16.46. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 6 The current status of the projects, as presented in Table 2, is based on input from City staff and on Resolution No. 9389, passed by the City Council on January 14, 2014, which included an update on projects to be funded by impact fees that had not yet been completed at that time.1 The current amount of this fee, as of August 28, 2017, is $2.56 per square foot for non-residential projects only. The current balance in the San Antonio /West Bayshore Fund, as of June 30, 2016, is $876,563, according to the “Annual Report on Development Impact Fees for Fiscal Year 2016,” as presented to the City Council on February 6, 2017. No funds have been spent from the San Antonio/West Bayshore Traffic Impact Fee fund for many years. The following projects have been proposed for expenditure from this fund: US 101/Adobe Creek Bicycle/Pedestrian Bridge. The current budget for this project does not include any TIF funds. However, if additional funds are needed to complete this project, it would be the first priority for San Antonio/West Bayshore TIF funds, and funds would be directed as needed to the US 101/Adobe Creek bridge. Fabian Way Enhanced Bikeway, which is part of the “Waverley Multi-Use Path Improvements and East Meadow Drive and Fabian Way Enhanced Bikeways” project, for which the City has applied to VTA for funding. This project has three components and the Fabian Way component is within the San Antonio/West Bayshore area. The City proposes to use $200,000 from the TIF fund as the local match for this project. San Antonio Road and East Charleston Road Intersection Improvements. The project would construct multi-modal safety and operational improvements at this intersection. The City proposes to use $250,000-$500,000 from the TIF for this project. San Antonio Road/Avenue Enhanced Bikeway Project. This project includes a Class I shared-use path with improved intersection treatments and wayfinding between East Charleston and Byron Street and a Class III bicycle boulevard with traffic calming between Byron Street and Alma Street. The Class I portion of the project is in the San Antonio/West Bayshore area. All remaining San Antonio/West Bayshore TIF funds would be directed to this project. Stanford Research Park / El Camino Real CS Zone The “Transportation Impact Fee for New Non-Residential Development in the Stanford Research Park/ El Camino Real CS Zone” (PAMC Chapter 16.45) was adopted in 1989. Improvements to eight intersections were originally identified as the purpose of the impact fee, based on the impacts identified in the Citywide Land Use and Transportation Study Environmental Impact Report, September 1988, and certified by the City Council on March 6, 1989. The project list was updated in 2002 to reflect the four capacity improvements identified in the 1998-2010 Comprehensive Plan Environmental Impact Report. These four projects, as currently specified in the municipal code, and their current status are presented in Table 3. Of these four projects, two have been completed and two will be completed soon. Three of the four intersections currently identified in the municipal code as the projects to be funded with this impact fee were studied extensively in the Draft Expressway Plan 2040 by the Santa Clara County Department of Roads and Airports and in the Page Mill Road Expressway Corridor Study 1 California law (Government Code Section 66001(d)) requires local agencies to make certain findings with respect to development fees which remain unexpended or uncommitted five or more fiscal years after deposit of such fees. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 7 Report, prepared for Santa Clara County, the City of Palo Alto, and the Town of Los Altos Hills. The Santa Clara County Department of Roads and Airports has jurisdiction over all expressways in Santa Clara County, including two in Palo Alto: Foothill Expressway and Oregon Expressway/Page Mill Road. The City plans to implement improvements at three Page Mill Road intersections, at El Camino Real, Hansen Way, and Hanover Street, using the project descriptions included in the Page Mill Road Expressway Corridor Study Report. The City is currently developing an agreement with the County for the design and construction of these improvements, which will include $3.2 million in City funds. At the intersection of Foothill/Arastradero/Miranda, which currently functions as two closely spaced signalized intersections, the project described in the municipal code has been completed. However, the County has proposed a major reconstruction of that intersection to include grade separation of Foothill and Arastradero, a roundabout at Miranda and Arastradero, and a signalized intersection for the southbound Foothill off-ramp on Arastradero. As with the San Antonio/West Bayshore Impact Fee, the Stanford Research Park/El Camino Real impact fee funds may be used for alternative improvements or alternative intersections, subject to the City Council’s approval. The current amount of this fee, as of August 28, 2017, is $12.42 per net new square foot for non-residential projects only. The current balance in the Stanford Research Park/El Camino Real Fund, as of June 30, 2016, is $3,223,649, according to the “Annual Report on Development Impact Fees for Fiscal Year 2016”, as presented to the City Council on February 6, 2017. These funds will provide the City’s share of the budget for the Page Mill Road intersection improvements described above. Table 3 Stanford Research Park/El Camino Real Traffic Impact Fee Projects Source: Hexagon Transportation Consultants, Inc., 2017 Projects Listed in Municipal Code a Current Status Page Mill Expressway/Hanover Street:Page Mill Corridor Study: "Add a northbound and Add southbound right-turn lane;southbound left-turn lane and convert signal to 8-phase operation. restripe northbound approach. (Hanover Convert Hanover to one through lane each direction and add is the N-S street)bike lanes." Page Mill Expressway/El Camino Real:Page Mill Corridor Study: "Modify alignment of westbound Add right lanes to all approaches.left-turn lane to provide additional capacity; provide dedicated westbound right-turn lane; extend bike lanes." City plans to implement project using Corridor Study definition. Foothill Expressway/Arastradero/Miranda:Project as defined in PAMC has been completed. Add additional westbound lane on County's 2040 Expwy Plan proposes major reconstruction of Arastradero at Miranda to provide two left-turn this intersection, including grade separation and a roundabout. lanes and a right-turn lane at Foothill. Middlefield Road/Oregon Expressway:Project complete. Portion of project not implemented due to Add northbound and southbound need for tree removal. left-turn lanes (Middlefield is the N-S street) Note: (a) Projects listed in Palo Alto Municipal Code Chapter 16.45. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 8 Charleston-Arastradero Corridor The “Charleston Arastradero Corridor Pedestrian and Bicyclist Safety Impact Fee” (PAMC Chapter 16.60) was adopted in 2005. It applies to both residential and non-residential development within one- half mile of the corridor, beginning at Fabian Way and ending at Miranda Avenue, near Foothill Expressway. The purpose of the impact fee is to provide funding for the Charleston Arastradero Corridor Plan, a streetscape improvement plan intended to address the safety concerns of pedestrians and bicyclists using the corridor. As described in the 2005 nexus study prepared for this impact fee, the improvements include: Reorganization of auto travel lanes throughout the corridor, with removal of auto travel lanes in some locations in favor of bike lanes and landscaped medians; Provision of a bike lane in each direction that is tinted or painted to enhance safety; Lighted (in-pavement, pedestrian-activated) crosswalks in several locations, particularly near schools; Pedestrian bulb-outs and median island refuges for pedestrian safety, along with an irrigated, planted center median interspersed with left-turn pockets; Installation of frontage improvements, including new street lighting to improve pedestrian and bicyclist visibility and safety. The 2005 nexus study characterized the Charleston Arastradero Corridor Plan as a defined project with a defined timeline, and noted that there was no need for funds after the project had been fully implemented. Thus, it was assumed that the impact fee would terminate after project construction was complete. The City has partially completed the project, and has recently received an updated cost estimate of $11,316,200 for the remaining work. Funds have been transferred annually to the City’s Capital Improvement Program since the inception of this impact fee fund, for use on improvements in the corridor. The current amount of the fee, as of August 28, 2017, is $1,306 per residential unit and $0.38 per square foot for non-residential development. The current balance in the Charleston-Arastradero Corridor Pedestrian and Bicyclist Safety Fund, as of June 30, 2016, is $8,708, according to the “Annual Report on Development Impact Fees for Fiscal Year 2016”, as presented to the City Council on February 6, 2017. The City plans to also use other fund sources to complete this project. Citywide Transportation Impact Fee The “Citywide Transportation Impact Fee” (PAMC Chapter 16.59) was adopted in 2007. However, the original nexus study for this impact fee was conducted in 2004, prior to the adoption of the Charleston Arastradero Corridor Impact Fee in 2005. The nexus study for the citywide fee was updated in 2007 to incorporate revised project costs and traffic projections. One key difference between the Citywide TIF and the three other TIFs is that it is based on PM peak hour trips generated by a project, rather than on a per square foot or per dwelling unit basis. This fee basis provides an even closer nexus between the transportation impacts caused by new development and the amount that a given project is required to pay. The nexus study identified projects for the Citywide Transportation Impact Fee, as shown in Table 4. Because the fee was to be charged on a citywide basis, a geographically balanced expenditure plan was developed in order to ensure geographic equity. None of the projects to be funded by the citywide fee were capacity enhancements as identified in the San Antonio/West Bayshore fee or the Stanford Research Park/El Camino Real fee. Because the citywide fee was intended to fund different types of projects than those specific area fees, the area fees were retained when the citywide fee was adopted. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 9 The current amount of the fee, as of August 28, 2017, is $3,575 per net new PM peak hour trip for both residential and non-residential development. The current balance in the Citywide Transportation Fund, as of June 30, 2016, is $2,979,023, according to the “Annual Report on Development Impact Fees for Fiscal Year 2016”, as presented to the City Council on February 6, 2017. An updated list of projects to be funded with the Citywide TIF is presented in Chapter 3. Table 4 Citywide Transportation Impact Fee Projects Source: Hexagon Transportation Consultants, Inc., 2017 Report Organization The remainder of this report addresses the following steps in order to make the necessary findings for updating the City’s transportation impact fee program: 1. The level of future growth in Palo Alto in terms of residential dwelling units and new jobs is projected; 2. The number of PM-peak-hour motor vehicle trips that would be generated by that growth is estimated; 3. The transportation impacts or deficiencies caused by those additional PM-peak-hour trips are identified; 4. Projects that would mitigate or offset those impacts or deficiencies to the extent feasible are identified; 5. The cost of those projects is estimated; 6. A proposed impact fee to be charged to future growth is calculated. Projects Listed in Nexus Study a Current Status Citywide Transportation Demand Management:TIF funds have not been used for this project. (State law 0.5 FTE for a city staffperson to manage currently limits the use of impact fees to capital projects.) and market a TDM program. Advanced Transportation Management and Project complete. Information System Expanded Palo Alto Shuttle Service:TIF funds have not been used for this project. (State law Nexus study included both operating cost currently limits the use of impact fees to capital projects.) of shuttle service and capital cost of replacing 7 buses. Bicycle and Pedestrian Projects: Bicycle Many specific projects have been completed. City has boulevards, bike/ped undercrossings,updated its Bicycle + Pedestrian Transportation Plan since bike lanes/routes on major arterials and streets,Nexus Study was conducted. This plan is the current source of spot bike/ped improvements.bike/ped project priorities. Note: (a) Projects listed in the 2004 Transportation Impact Fee Nexus Study and the 2007 Addendum to the Transportation Impact Fee Nexus Study. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 0 Chapter 2 covers the City’s projected growth, the trips it would generate, and their projected impacts. Chapter 3 presents the improvements and programs that would mitigate those impacts. Chapter 4 addresses the recommended transportation impact fee structure and recommended fee level. Chapter 5 summarizes the impact fees currently charged by other municipalities on the peninsula and in the South Bay. Chapter 6 summarizes the findings of this report. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 1 2. Projected Growth and Its Impacts This chapter describes the level of growth projected to occur in Palo Alto through the horizon year of 2030, the number of PM-peak-hour motor vehicle trips expected to be generated by that growth, and the transportation impacts resulting from those additional motor vehicle trips. Projected Development The City of Palo Alto is currently engaged in a planning effort to update its Comprehensive Plan. The forecast year for the Comprehensive Plan Update is the year 2030. As part of this process, six hypothetical planning scenarios have been developed in order to capture a range of possible outcomes stemming from different growth assumptions. Each of the different planning scenarios makes different land use assumptions regarding household growth and job growth, as well as different assumptions regarding transportation investments and policies. These scenarios were analyzed in the February 2016 Draft EIR and the February 2017 Supplement to the Draft EIR. Based on the analysis of the six planning scenarios, the City Council has identified a Preferred Scenario for the Comprehensive Plan Update, which is within the range of the growth assumptions in the six scenarios. The growth assumptions for the City of Palo Alto, excluding its Sphere of Influence, under the Preferred Scenario are presented in Table 5. All of the data in this table and in the remainder of this chapter are from the Comprehensive Plan Update Final EIR, dated August 30, 2017. The Preferred Scenario’s projections of housing and employment for the year 2030 include a range of 3,545 – 4,420 new residential units and 9,850 – 11,500 new jobs (see Table 5). Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 2 Table 5 Projected Growth by the Year 2030 under the Preferred Scenario Source: Hexagon Transportation Consultants, Inc., 2017 Projected Increase in PM-Peak-Hour Motor Vehicle Trips The Comprehensive Plan Update process has used the Palo Alto 2030 travel demand forecasting model to project the number of PM-peak-hour motor vehicle trips that each of the six planning scenarios and the Preferred Scenario would generate. Palo Alto’s model is based on Santa Clara Valley Transportation Authority’s (VTA’s) travel demand forecasting model, which is based, in turn, on the Metropolitan Transportation Commission’s (MTC’s) regional model for the entire Bay Area. Palo Alto’s citywide model has calculated PM-peak-hour traffic volumes projected to occur in the year 2030 based on both the low end and the high end of the range of input land use assumptions shown in Table 5 above. As shown in Table 6, it is estimated that the level of development at the low end of the Preferred Scenario’s range would generate 3,710 additional PM-peak-hour vehicle trips with origins and/or destinations within the City of Palo Alto in the year 2030. The level of development at the high end of the Preferred Scenario’s range would generate 4,693 additional PM-peak-hour vehicle trips. For purposes of this nexus study, 4,202 PM-peak-hour vehicle trips, which is the average of the two estimates, is used as the projection of new PM-peak-hour vehicle trips that would be generated by the Preferred Scenario. This projection does not include trips for which both the origin and the destination are outside Palo Alto and are “pass through” trips of a regional nature. Existing Increase Under Land Use Assumption Conditions a Preferred Scenario b % Increase Housing Units 28,545 3,545 - 4,420 12.4 - 15.5% Population c 65,685 8,435 - 10,455 12.8 - 15.9% Jobs 95,460 9,850 - 11,500 10.3 - 12.0% Notes: (a) From the Comprehensive Plan Update EIR, reflects 2014 conditions. (b) Increase by 2030, based on the Preferred Scenario of the Comprehensive Plan Update EIR, excluding the Sphere of Influence. (c) Based on a housing unit vacancy rate of 5 percent and an average household size of 2.41 persons per household in 2030. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 3 Table 6 Projected PM-Peak-Hour Vehicle Trips Generated by the Preferred Scenario Source: Hexagon Transportation Consultants, Inc., 2017 Trip Reduction Due to TDM Plans One of the mitigation measures included in the Comprehensive Plan Update Final EIR for impacted intersections would require all new development projects above a certain size to prepare a Transportation Demand Management (TDM) Plan to reduce the number of peak hour motor vehicle trips generated by the project. The mitigation measure sets different trip reduction requirements for different areas of City, ranging from 20% to 50%. This TDM requirement will also be included in one of the policies in the Comprehensive Plan Update itself. Mitigation Measure Trans-1A in the Final EIR reads as follows: “Adopt a programmatic approach to reducing motor vehicle traffic with the goal of achieving no net increase in peak-hour motor vehicle trips from new development, with an exception for uses that directly contribute to the neighborhood character and diversity of Palo Alto (such as ground- floor retail and below-market-rate housing). The program should, at a minimum: Require new development projects above a specific size threshold to prepare and implement a Transportation Demand Management (TDM) plan to achieve at least the following reduction in peak-hour motor vehicle trips from the rates included in the Institute of Transportation Engineers’ Trip Generation Manual for the appropriate land use category and size. These reductions are deemed aggressive, yet feasible, for the districts indicated: o 50 percent reduction in the Downtown district o 35 percent reduction in the California Avenue area o 30 percent reduction in the Stanford Research Park o 30 percent reduction in the El Camino Real Corridor o 20 percent reduction in other areas of the city TDM plans must be approved by the City and monitored by the property owner or the project proponent on an annual basis. The Plans must contain enforcement mechanisms or penalties that accrue if targets are not met and may achieve reductions by contributing to citywide or employment district shuttles or other proven transportation programs that are not directly under the property owner’s control. Existing 2030 Scenario Assumption a Conditions Conditions Increase Low End of Preferred Scenario's growth assumptions 47,206 50,916 3,710 High End of Preferred Scenario's growth assumptions 47,206 51,899 4,693 Average of the two projections 47,206 51,408 4,202 Notes: (a) Based on the Preferred Scenario of the Comprehensive Plan Update FEIR, excluding Sphere of Influence. (b) PM-Peak-Hour Vehicle Trips includes both single-occupant and shared ride vehicle trips. PM-Peak-Hour Vehicle Trips b Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 4 Require new development projects to pay a Transportation Impact Fee for all those peak hour motor vehicle trips that cannot be reduced via TDM measures. Fees collected would be used for capital improvements aimed at reducing motor vehicle trips and motor vehicle traffic congestion.” The Transportation Impact Fee referred to in the second bullet point of the mitigation measure is the subject of this nexus study. For purposes of estimating the total citywide reduction in peak hour motor vehicle trips through implementation of TDM plans by new development projects, Hexagon has assumed that all projects would meet the reduction target for the area where they are located. Hexagon has used the PM-peak-hour as the basis of analysis, since it is the basis of the existing citywide TIF and is typically more congested than the AM-peak-hour. The number of PM-peak-hour motor vehicle trips generated in each of the Traffic Analysis Zones (TAZs) used in the travel demand forecasting model was used as the basis for the appropriate trip reduction target for each area. When the amount of projected growth in each area and the appropriate trip reduction targets are taken into account, an estimated 1,347 PM-peak-hour motor vehicle trips would be eliminated on a citywide basis. After the TDM reduction is accounted for, the future growth included in the Preferred Scenario would generate 2,855 PM-peak-hour motor vehicle trips (see Table 7). This increase in vehicle trips represents 5.7% of the total PM-peak-hour vehicle trips projected for Palo Alto in the year 2030. Table 7 Projected Increase in PM-Peak-Hour Motor Vehicle Trips After TDM Reductions Source: Hexagon Transportation Consultants, Inc., 2017 Number of PM Peak-Hour Vehicle Trips Existing Conditions 47,206 2030 Conditions: Preferred Scenario (Average) a 51,408 Increase in PM-Peak-Hour Vehicle Trips 4,202 Trip Reduction due to TDM Plans b (1,347) New PM-Peak-Hour Vehicle Trips Generated 2,855 New Trips Generated as Percentage of Total 2030 Trips c 5.7% Notes: a Based on the average of the low end and the high end of growth assumptions in the Preferred Scenario. b Based on trip reduction targets for different areas of the city in Mitigation Measure TRANS-1a in the Comprehensive Plan Update FEIR. c The trip reduction of 1,347 is also subtracted from the total of 51,408 trips to calculate percentage. [2,855 / (51,408 - 1,347)=0.057] Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 5 Trips Generated by Exempt Uses As described in Chapter 1, the citywide transportation impact fee currently exempts certain land uses from payment of the fee. However, the Planning Department has indicated that the number of projects that have been included in the model’s 2030 growth estimates and that would be exempt from the TIF is negligible. Therefore, trips generated by exempt uses have not been deducted from the estimate of 2030 PM-peak-hour vehicle trips. Projected Impacts Due to Growth As documented in the Comprehensive Plan Update Final EIR, all six of the planning scenarios examined would result in some significant transportation impacts. Because the Preferred Scenario is within the range of growth assumptions defined by the six planning scenarios, the Final EIR concluded that the Preferred Scenario would also result in significant and unavoidable transportation impacts, including impacts to intersections, to freeway segments, and to transit travel times (due to increased congestion). A significant impact to local residential streets (due to drivers avoiding increased congestion on arterials) was also projected, but would be mitigated to a less than significant level through a traffic calming program. Construction of traffic calming improvements is one element of the impact fee expenditure program presented in the next chapter. The purpose of all the improvements presented in the next chapter is to mitigate or offset to the extent feasible the impacts of the Preferred Scenario’s projected growth on all components of the transportation system, both through modifications to the roadway network and by reducing the number of single-occupant vehicle trips. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 6 3. Transportation Impact Fee Improvements This chapter presents the improvements proposed by the City to mitigate to the extent feasible the impacts of increased congestion caused by future growth. The growth in demand for the transportation system will be accommodated by the development of a safe, efficient, and environmentally sensitive multimodal transportation system. An effective multimodal transportation system will allow people to choose modes of transportation other than the single-occupant vehicle and will make bicycling, walking, taking transit, and ridesharing attractive, safe, cost-competitive and time-competitive choices. As envisioned by the City’s Sustainability and Climate Action Plan and the Comprehensive Plan Update , by providing adequate infrastructure for all modes, the City’s multimodal transportation system will lead to increases in alternative mode usage and reduce the number of motor vehicle trips. The City’s goal is to provide access by all transportation modes to employment, housing, shopping, schools, health care, entertainment, dining, and other common trip purpose destinations. Users of the transportation system would not have rely on a car to get where they need to go. Scope of Improvements and Fees With the over-arching goal of transportation system balance, the City has included a very broad range of improvements in its list of projects to be funded through Transportation Impact Fees. It focuses on bicycle and pedestrian facilities, and also includes intersection and roadway improvements that would mitigate impacts identified in the Comprehensive Plan Update Final EIR and other recent traffic studies, such as the Expressway Plan 2040 and the Page Mill Expressway Corridor Study Report. The expenditure plan is rooted in the City’s policies of encouraging alternative mode use, discouraging single-occupant vehicle trips, improving traffic flow without major capacity enhancements, and encouraging motorists to use arterials rather than local residential streets. Transitioning to a Single Citywide TIF As described in Chapter 1, there are currently four separate Transportation Impact Fees and four separate lists of improvements to be funded with them. The improvements to be funded with the San Antonio / West Bayshore and the Stanford Research Park / El Camino Real impact fees, both of which were initiated in the 1980s, were focused primarily on adding lanes at key intersections. The Charleston – Arastradero Corridor impact fee is dedicated to improvements that will enhance bicycle and pedestrian safety in that corridor. The citywide impact fee has been spent on upgrading the City’s traffic signals and on bicycle and pedestrian facilities. Hexagon recommends transitioning to a single citywide TIF rather than the current structure of three fees that apply in specific areas and one citywide fee. The City should identify improvements in each Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 7 area that can be funded with the money that has already been collected for that area, but collect TIFs in the future (after completion of specified projects) on a citywide basis. The three area-specific fees would be allowed to “sunset” when their current balances are expended on appropriate projects. The reasons for this recommendation are as follows: 1. Areas that are (or will be) past their identified purpose: The development identified in the San Antonio/West Bayshore EIR and in the original nexus study for the San Antonio/West Bayshore area has already occurred. No funds have been spent out of the San Antonio/West Bayshore area funds in a very long time, and the city has either completed the projects on the list or no longer plans to do them. Thus, this area-specific fee is obsolete since the area has already been redeveloped. Of the four projects defined in the Palo Alto Municipal Code for the Stanford Research Park / El Camino area, two are already complete (intersection of Foothill/Arastradero/Miranda and intersection of Middlefield/Oregon Expressway) and two will completed soon (Page Mill/El Camino and Page Mill/Hanover). The City and the County have recently planned further improvements for the Foothill/Arastradero/Miranda intersection complex, but the project defined when the project list for this fee was updated in 2002 (adding an additional westbound lane on Arastradero at Miranda to provide two left-turn lanes and a right-turn lane at Foothill) was completed years ago. The nexus study for the Charleston-Arastradero fee stated that it was intended to fund a specific project, and the fee would terminate when that project was constructed. After the Charleston- Arastradero Corridor Project has been completed, the TIF that was created to help fund it should be eliminated, as its identified purpose would be accomplished. 2. Overlapping areas of the three specific area fees: Because the Charleston/ Arastradero area overlaps with portions of the San Antonio/West Bayshore area and the Stanford Research Park/El Camino Real area, it is now possible for one parcel to be subject to three different fees (two area-specific TIFs and the citywide TIF), while another parcel is only subject to the citywide TIF. All three of the specific area fees obviously overlap with the citywide fee. This overlap raises an equity issue. The nature of a boundary is that it arbitrarily indicates that development projects inside the boundary have impacts, but that projects outside the boundary do not. However, traffic patterns and traffic impacts are generally not so black and white. This issue is compounded when defined area boundaries overlap, and the resulting boundaries indicate that one location would generate far more impacts than another location. Most cities that have defined specific areas for TIFs do not have overlapping areas, whereby projects are subject to multiple transportation-related impact fees. Cities that define specific areas for impact fees (even if they do not overlap) need to be especially careful that the boundary defined for a fee is based on clear and recent data indicating that the projects within that area will result in impacts whereas projects outside the area will not. 3. Equity benefits with a single citywide TIF: When the citywide TIF was established, the projects it included (TDM program, shuttle, bike/ped projects) were clearly differentiated from the types of projects that were funded by the two older area fees (San Antonio/West Bayshore and Stanford Research Park), which were specific intersection improvements (capacity enhancements). Thus, certain areas having to pay two fees made sense, because they funded very different types of improvements. The types of improvement projects that are currently being proposed are a mixture citywide. It is hard to justify that Stanford Research Park/El Camino Real developments pay for specific improvements in that area and pay for improvements across Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 8 town when other development areas don’t have the same burden. The impacts to be mitigated by the updated impact fee are those identified in the Comprehensive Plan Update FEIR, which is a citywide document. 4. Administrative Complexity and Project Readiness: It is clear that having four separate fees makes it harder for staff to keep project lists current for each fee, to collect funds, and to track funds available for specific projects. Hexagon believes that transitioning to a single list of TIF- eligible projects would simplify administration and would allow the City to spend money on projects in a more timely way, rather than waiting for a project in a specific area to become active. Geographic equity can be maintained by funding projects from all parts of the city from the single list. The only area-specific fee that Hexagon recommends be retained in the near-term is the Charleston – Arastradero Corridor impact fee, because it is being used to fund a specific project that is not yet completed. When the improvements identified in the Charleston - Arastradero Corridor Plan are fully implemented, we recommend that this fee be terminated, as proposed in the original nexus study. Hexagon recommends that the current balances in the San Antonio / West Bayshore and the Stanford Research Park / El Camino Real impact fee accounts be applied towards the cost of planned improvements in their respective areas. Recently proposed projects for both specific areas were described in Chapter 1. As provided for in the municipal code, the Chief Transportation Official can propose “alternative improvements in the area,” subject to the City Council’s approval. After the current TIF balances have been expended and the projects identified for their use have been completed, we recommend that the City eliminate the three specific area fees and charge only a citywide TIF to new development projects. Improvements To Be Funded by Transportation Impact Fees Table 8 lists the improvements that will be funded through a citywide transportation impact fee, the estimated total cost of each improvement, and an estimate of the City’s share of the cost (local match). Appendix A includes a complete project description for each project listed in Table 8. The list has been prepared by City staff to achieve a balanced transportation network and includes projects identified in the Comprehensive Plan Update, the Bicycle and Pedestrian Transportation Plan, the Page Mill Corridor Study, the Draft Expressway Plan 2040, and the City’s Capital Improvement Program. The list has been developed to benefit all parts of the City. All cost and local match estimates have been provided by City staff, based on the most recent planning estimates available. For projects for which an annual expenditure amount has been provided, the total cost assumes 14 years (2017 – 2030) of that annual amount. As shown in Table 8, the total cost of the improvements is $954,778,300, and the estimated City share of these improvements is $404,838,300. The City’s share of project costs is based on a 10% or 20% local match requirement for projects where federal, state, or county funding is anticipated, or in some cases, the balance required after expected outside grants. Four of the projects listed may also receive funding from the San Antonio / West Bayshore TIF Fund. Direct developer funding will also fund a portion of the cost for a few of the listed improvement projects. The direct developer funding is generally set forth in individual development agreements and is intended to reflect a fair-share contribution towards significant project impacts. Hexagon recommends that fair-share payments towards improvements that are included in the City’s impact fee program be credited (in the amount of any such payment) towards the project’s TIF Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 1 9 payment, in order to avoid double-charging developers for planned improvements. No credit would be given for off-site improvements that are not included in the impact fee expenditure plan. California’s Mitigation Fee Act (AB 1600) does not permit new development to pay for existing deficiencies. A reasonable relationship must be established between the amount of the impact fee and the improvement costs that are attributed to future development. Because virtually all the improvements listed in Table 8 are projects that the City would pursue even if there were no additional growth in Palo Alto, it would not be appropriate to require future development to pay for the City’s entire share of the improvement costs. Since the number of additional PM-peak-hour trips to be generated by new development represents 5.7% of the total PM-peak-hour trips in the year 2030, as was shown in Table 7, that is the percentage of the City’s share of total project costs that should be funded through an impact fee. As shown in Table 8, 5.7% of the City’s share of the improvement costs is $23,075,783. This is the amount that is used to calculate the citywide transportation impact fee. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 0 Table 8 Citywide Transportation Impact Fee Improvements Source: Hexagon Transportation Consultants, Inc., 2017 Total City's Est. Est. Project Share Citywide Transportation Impact Fee Projects Cost a of Cost a Alma Street Enhanced Bikeway 2,000,000$ 2,000,000$ Adobe Reach Trail 100,000$ 100,000$ Bicycle and Ped Transportation Plan Implementation: $4 M/year 56,000,000$ 56,000,000$ Bol Park Path Reconstruction 1,125,000$ 1,125,000$ California Ave Caltrain Undercrossing ADA Retrofit/Reconstruction 13,000,000$ 13,000,000$ Citywide Bicycle Sharing System - Capital Costs 2,000,000$ 2,000,000$ Citywide Traffic Improvements (signage, striping): $500K/year 7,000,000$ 7,000,000$ Citywide Traffic Calming Program: $500K/year 7,000,000$ 7,000,000$ Downtown Mobility and Safety Improvements 1,447,100$ 1,447,100$ El Camino Real at Olive Avenue Traffic Signal 500,000$ 500,000$ El Camino Real at Page Mill Rd Intersection Improvements 2,400,000$ 240,000$ El Camino Real Pedestrian Safety and Streetscape Project 5,300,000$ 600,000$ Embarcadero Rd at El Camino Real Improvements 4,526,200$ 4,526,200$ Embarcadero Road at East Bayshore Road Traffic Signal 500,000$ 500,000$ Embarcadero Road at Middlefield Road Traffic Signal 500,000$ 500,000$ Fabian Way Complete Street 1,000,000$ 1,000,000$ Foothill Expwy and Arastradero Rd and Miranda Ave Improvements 60,000,000$ 6,000,000$ Geng Road Extension 2,200,000$ 2,200,000$ Hansen Way Connector Path 1,000,000$ 1,000,000$ Middlefield Rd Enhanced Bikeway 2,000,000$ 2,000,000$ Middlefield Rd Midtown Corridor Improvements 2,300,000$ 2,300,000$ Page Mill Rd at Hanover Street Intersection Improvements 2,400,000$ 240,000$ Page Mill Rd at Porter Drive Intersection Improvements 300,000$ 30,000$ Page Mill Road Expresssway Corridor Improvements 97,000,000$ 9,700,000$ Palo Alto Intermodal Transit Center 50,000,000$ 10,000,000$ Quarry Road Improvements and Transit Center Access 1,000,000$ 1,000,000$ Railroad Grade Separations 600,000,000$ 250,000,000$ San Antonio Rd/Ave Enhanced Bikeway 2,180,000$ 2,180,000$ San Antonio Rd/E Charleston Rd intersection improvements 1,000,000$ 1,000,000$ South Palo Alto Caltrain Pedestrian/Bicycle Grade Separation 8,000,000$ 8,000,000$ Traffic Signal and Intelligent Transportation Systems: $400K/year 5,600,000$ 5,600,000$ Transit Traffic Signal Pre-emption and Priority 1,400,000$ 1,400,000$ US 101/Adobe Creek Bicycle-Pedestrian Bridge 14,000,000$ 4,650,000$ Total 954,778,300$ 404,838,300$ Percentage to be Funded by Citywide TIF (5.7%)23,075,783$ Notes: (a) Both the estimated project cost and the estimated city share of the project cost are planning level estimates. For projects with an annual capital cost, the total estimated cost is based on 14 years (2017-2030). Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 1 4. Recommended Fee Program This chapter presents the recommended fee structure and recommended fee level for the citywide Transportation Impact Fee. Motor Vehicle Trip-Based Fee When the citywide impact fee was adopted in 2007, it was decided to charge fees on a per-trip basis, based on PM-peak-hour motor vehicle trips, rather than on a per residential unit or per square foot basis. Levying fees on a per trip basis provides the closest possible nexus between the traffic impact caused by a new development project and the amount that it is required to pay. Projects that would generate little additional traffic on the City’s roadway network are not required to pay as much as projects that would generate more traffic. Both the City’s and VTA’s standards for preparing Transportation Impact Analyses (TIAs) require preparation of peak hour trip generation estimates. Thus, an estimate of PM-peak-hour trip generation is prepared for most development projects proposed in the City of Palo Alto as part of a TIA or, in the case of some small projects, a feasibility study or traffic operations study. These trip generation estimates have been used as the basis for calculating the citywide TIF during the approval process for all development projects since the citywide TIF was established in 2007, and would continue to be used for this purpose in the future. In the case of proposed projects that are so small that the City does not require a trip generation estimate to be prepared, City staff is responsible for calculating PM-peak-hour trip generation, using the same methodology as used for larger projects. Methodology for Estimating PM-Peak-Hour Trips The City currently requires that a development project’s estimate of PM-peak-hour trips follow the guidelines in VTA’s Transportation Impact Analysis Guidelines (TIA Guidelines). These guidelines require use of the trip generation rates in the most recent version of the Institute of Transportation Engineers’ (ITE) Trip Generation Manual, or other documented source when the ITE manual does not include an appropriate rate. The most recent version of ITE’s Trip Generation Manual is the 9th Edition, published in 2012. As discussed in Chapter 2, one of the mitigation measures proposed in the Comprehensive Plan Update Final EIR would require projects to develop strong TDM Plans to achieve specific reductions in PM-peak-hour motor vehicle trips from the ITE rates. The target reductions vary, depending on where Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 2 the project is located, and would be enforced through monitoring and penalties. These targets take into account each district’s proximity to transit services provided by Caltrain, VTA, SamTrans, the Palo Alto Shuttle, Stanford’s Marguerite service, and the Dumbarton Express. The full text of the mitigation measure was provided in Chapter 2, but for ease of reference a portion of it is repeated here. Require new development projects above a specific size threshold to prepare and implement a transportation demand management (TDM) plan to achieve at least the following reduction in peak-hour motor vehicle trips from the rates included in the Institute of Transportation Engineers’ Trip Generation Manual for the appropriate land use category and size. These reductions are deemed aggressive, yet feasible, for the districts indicated: o Downtown area: 50 percent reduction o California Avenue area: 35 percent reduction o Stanford Research Park: 30 percent reduction o El Camino Real Corridor: 30 percent reduction o Other Areas: 20 percent reduction TDM plans must be approved by the City and monitored by the property owner or the project proponent on an annual basis. The plans must contain enforcement mechanisms or penalties that accrue if targets are not met and may achieve reductions by contributing to citywide or employment district shuttles or other proven transportation programs that are not directly under the property owner’s control. If the City requires development projects to implement TDM Plans that meet these targets, then it will also need to allow those projects to reduce their trip generation estimates by these same percentages for impact fee calculation purposes. These reduction percentages are substantially higher than the standard trip reduction percentages set forth in VTA’s TIA Guidelines in Table 1, “Standard Auto Trip Reduction Rates (page 33)” for proximity to transit, preparation of a TDM Plan, and mixed-use developments. However, the TIA Guidelines also allow projects to use target-based trip reductions instead of the standard trip reductions when estimating a project’s trip generation. In order to avoid potential confusion, Hexagon recommends that development projects use the target-based trip reduction approach when estimating trip generation in a TIA, so that the PM-peak-hour vehicle trip estimate in the project’s TIA is the same as the estimate used for impact fee calculation purposes. No additional reductions should be taken beyond the target percentage established by the City. If, however, a project uses the standard reduction percentages in the TIA Guidelines in preparing a TIA, the PM-peak-hour vehicle trip generation estimate in the TIA will be higher than the estimate for TIF calculation purposes, because the standard trip reduction percentages are lower than the City’s targets. Calculation of the Transportation Impact Fee The proposed amount of the citywide Transportation Impact Fee has been calculated by dividing the cost of the improvements to be funded by the TIF by the number of additional PM-peak-hour motor vehicle trips. The cost of the improvements to be funded with impact fees, as shown in Table 8, is $23,075,783. This amount represents 5.7% of the City’s share of the total cost, so that there is a reasonable relationship between the cost being borne by projected development and the traffic generated by that development. The projected number of trips generated by new development, as shown in Table 7, is 2,855 additional PM-peak-hour vehicle trips. The resulting impact fee is $8,083 per net new PM-peak-hour motor vehicle trip ($23,075,783 / 2,855 = $8,082.59). This fee would be applied to all development projects, except those exempt from the TIF, throughout the City of Palo Alto. Projects within the Charleston-Arastradero Corridor Area would also be required to pay that area-specific fee until the corridor project is completed and the fee is terminated. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 3 The citywide TIF rate for FY 2017-2018 is $3,575 per net new PM-peak-hour vehicle trip. The proposed rate of $8,083 is 126% higher than the current rate. If the City no longer charges fees for the San Antonio/West Bayshore area or the Stanford Research Park/El Camino Real area, the difference between the amount collected in total transportation impact fees under the existing fee structure and under the proposed fee structure will vary, depending on the location of the development project. The amount that would be collected also depends, of course, on the size and trip generation rate associated with the existing land use that would be replaced, if any. It is also important to note that the proposed TIF will be collected on an estimated 2,855 PM-peak-hour vehicle trips, which is significantly fewer trips than the 2007 “Addendum to the Palo Alto TIF Nexus Study” used in its fee calculation (4,029 PM-peak-hour trips). Because the Comprehensive Plan Update Final EIR includes a mitigation measure that requires projects in different areas of the city to reduce their trips by from 20% to 50%, new development will generate fewer trips than had been assumed in the past. From the standpoint of reducing traffic congestion and achieving the goals in the City’s Sustainability and Climate Action Plan, this is a clear advantage. It also means that the “per PM- peak-hour vehicle trip” TIF rate will be higher than in the past, but that the TIF will be collected on fewer trips. Indexing the TIF The amount of all four of the existing transportation-related impact fees is adjusted annually to reflect inflation. The Construction Cost Index, published by Engineering News Record, is used to adjust the amount of the fees. It is recommended that fee levels continue to be adjusted annually, in line with the Construction Cost Index. Since most of the improvements to be funded with the citywide TIF are capital projects for which cost estimates will increase with time, indexing the TIF will allow the fees collected to also increase over time in order to keep up with construction costs. In addition, the City should continue to follow the requirements of the Mitigation Fee Act with regard to reporting annually on expenditures from the TIF accounts and making findings every five years regarding the continuing need for development impact fees that remain unexpended or uncommitted five or more years after deposit of such fees. Exemptions from the TIF The citywide TIF currently exempts certain types of development from the TIF, consistent with the City’s impact fees for parks, community centers, libraries, and other community facilities. The existing exemptions are land uses that the City wishes to encourage. As stated in Chapter 1, the exempt uses include: Single-family home remodels or additions, Housing projects with 100% affordable housing units, Below Market Rate (BMR) housing units beyond the minimum number required by the City’s BMR housing program, Public buildings and schools, Retail, personal service, or automotive service that is 1,500 s.f. or smaller, Daycare, nursery schools, and preschools, On-site cafeteria/recreation/childcare facilities for employee use only, Hazardous materials storage. For reasons of administrative simplicity and consistency with other Palo Alto development impact fee programs and to continue to encourage development of the exempted land uses, the City should continue the above exemptions. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 4 As noted in Chapter 1, replacement single-family homes are not subject to the citywide TIF, because a new home would generate the same number of PM-peak-hour vehicle trips as an older home, based on the ITE trip generation rates. The residential uses that are subject to the citywide TIF include: new homes on an empty parcel, second units, multi-family residential projects, and required Below Market Rate units. Exemption for Accessory Dwelling Units The Palo Alto City Council approved an ordinance regarding Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs), also referred to as second units, on May 8, 2017, in response to recent state legislation and so as to provide more variety in the City’s housing stock and additional affordable housing opportunities. In light of these recent changes, the City may also wish to reconsider its existing policy of charging a TIF on second units. Adding ADUs and JADUs to the list of exemptions to the TIF would be consistent with the changes included in Ordinance No. 5412 designed to reduce the cost of creating such units. For example, ADUs and JADUs are exempt from the housing impact fee and from standard parking requirements. They are not, however, exempt from the community facilities impact fees. There is no clear source of revenue that would replace the revenue that would be lost by exempting ADUs and/or JADUs from the TIF. The City’s need for funding to address transportation needs would need to be balanced against the City’s desire to increase affordable housing opportunities when deciding whether to make this change. Exemption for Retail Uses The City currently exempts retail, personal service, and automotive service projects that are less than 1,500 square feet from the TIF, but it may wish to consider increasing the size of retail projects that are exempt from the TIF or establishing a lower TIF rate for neighborhood-serving retail development. Although very large regional destination retail projects tend to have large traffic impacts, smaller projects may actually facilitate shorter shopping trips by residents, less congestion, and reduced vehicle miles travelled (VMT). Even though retail projects have high trip generation rates, the traffic impacts of neighborhood-serving retail can be fairly low because of short trip lengths. Depending on where a retail project is located, it may serve to reduce VMT, if its location allows some people to drive shorter distances than they otherwise would to a shopping destination. Shorter trips are also more likely to be made by walking or bicycling. Retail projects also generate sales tax revenue for a municipality. The ITE average trip generation rate for retail (category 820) is 3.71 PM-peak-hour vehicle trips per thousand square feet (KSF). This is a much higher rate than the PM-peak-hour vehicle trip rates for residential or office uses. Based on the proposed TIF of $8,083 per net new PM-peak-hour trip, this amounts to a TIF of $29,986 per thousand square feet for retail projects, before accounting for any TDM trip reduction and before accounting for any existing land use. In parts of the city where a 20% TDM reduction is required, the TIF would be the equivalent of $23,989 per thousand square feet. On the El Camino corridor, the TIF would be the equivalent of $20,990 per thousand square feet after accounting for the required 30% TDM reduction. In the downtown district, the TIF would be the equivalent of $14,993 per thousand square feet after accounting for the required 50% TDM reduction in that area. It may be challenging for some retail projects to achieve the higher TDM reductions, since it is generally not feasible to institute TDM measures that apply to customers. Thus, the City may wish to consider increasing the size of retail projects that it exempts from the TIF or reducing the TIF for neighborhood-serving ground-floor retail projects. Hexagon recommends reducing the TIF rate by 50% (from the proposed level of $8,083 to $4,041) for retail projects that are less than 50,000 square feet. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 5 However, as with accessory dwelling units, there is no clear source of revenue that would replace the revenue that would be lost by exempting somewhat larger retail projects from the TIF. The City’s need for funding to address transportation needs would need to be balanced against the City’s desire to encourage neighborhood-serving ground-floor retail uses when deciding whether to make this change. Applying the TIF to Vacant Parcels In addition to the trip reductions described above, development projects typically receive credit for the trips generated by existing uses on the project site, in accordance with VTA’s TIA Guidelines. For example, if a proposed project would generate 70 PM-peak-hour trips and the existing use on the site generates 50 PM-peak-hour trips, then the net new trips generated would be 20 PM-peak-hour trips. However, if a site has been vacant for at least two years, then it is recommended that the credit for existing uses not be given when calculating the Transportation Impact Fee. To extend the above example, if the existing structure on the site has been unoccupied for over two years, then the fee should be calculated based on the full 70 PM-peak-hour trips that would be generated. The rationale for this is that the project would generate 70 new trips compared to recent and existing conditions, regardless of the site’s historical use. The rationale for two years as the minimum period of vacancy is that it is consistent with VTA’s TIA Guidelines requiring traffic studies to use traffic counts that are no more than two years old. Applying the TIF on Changing Land Uses Under the existing citywide impact fee, if a new use replaces a use that was exempt from the TIF, the trips generated by the exempt use cannot be subtracted from the proposed trips when the TIF is calculated. Further, the TIF is applied when the land use on a given parcel changes, due to the wide variation in trip generation rates for different uses. The TIF for changing land uses is triggered when a permit for construction, a zoning change, or a conditional use permit is required. Hexagon recommends that these provisions in the City’s current method for calculating the fee be retained. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 6 5. Transportation Impact Fees in Other Cities In order to consider the proposed citywide transportation impact fee of $8,083 per PM-peak-hour trip in the context of TIFs charged by other cities in the Bay Area, Hexagon has compiled information on current TIF levels in nearby cities. Our survey focused on nearby cities on the Peninsula and in the South Bay in order to provide relevant data on existing fee amounts in the vicinity of Palo Alto. Transportation impact fees in San Francisco and Oakland are also discussed. Most, but not all, nearby cities currently have a Traffic/Transportation Impact Fee. Cities that do not currently have a TIF include East Palo Alto, Belmont, Foster City, and Cupertino. However, Cupertino has recently conducted a nexus study, and it is likely that a TIF will be established in 2017. The TIF in many cities is provided on a per square foot basis or per dwelling unit basis, rather than on a per vehicle trip basis. In those cases, the underlying nexus study typically has calculated a per trip amount and then converted it to a rate for common land uses, using the trip generation rates in the ITE Trip Generation Manual. Sometimes a per trip rate is also provided for projects that do not fall into one of the land uses for which rates have been provided. Key distinguishing points about each city’s TIF program follows the TIF summary presented in Table 9. In order to facilitate the comparison of Palo Alto’s citywide TIF with TIFs charged in other municipalities that specify their TIF on a per unit or square footage basis, Hexagon has converted Palo Alto’s proposed per PM-peak-hour vehicle trip rate to a per thousand square feet (KSF) rate and per dwelling unit rate for the land uses most commonly used by other cities in their TIF programs. These have been calculated with the ITE trip generation rates for the PM-peak-hour, as follows (the ITE land use code for each is shown in parentheses): Single family home (210): 1.00 per dwelling unit Multi-family housing (Apartments 220): 0.62 per dwelling unit Office (710): 1.49 per thousand square feet (KSF) R&D (760): 1.07 per KSF Industrial (Light Industrial 110): 0.42 per KSF Retail (820): 3.71 per KSF Hotel (310): 0.60 per room Because the City would require projects to achieve a trip reduction based on a project’s location, Table 9 also presents the calculated TIF rate with a 20%, 30%, 35% and 50% reduction, corresponding to the TDM trip reduction targets in the Comprehensive Plan Update. These rates illustrate the range of fees on a per unit basis and per KSF basis after accounting for the TDM trip reductions. As shown in Table Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 7 9, the rate per thousand square feet for retail uses is substantially higher than the other non-residential uses because the PM-peak-hour trip rate for retail uses is higher. Table 9 Transportation Impact Fees in Nearby Cities Source: Hexagon Transportation Consultants, Inc., 2017 Per PM Light Peak Hour Single Family Multi-Family Office R&D Industrial Retail Hotel City or Area within City Trip Per d.u.Per d.u.Per KSF Per KSF Per KSF Per KSF Per Room Palo Alto a Current Citywide TIF 3,575$ 3,575$ 2,217$ 5,327$ 3,825$ 1,502$ 13,263$ 2,145$ Proposed TIF, no TDM reduction 8,083$ 8,083$ 5,011$ 12,043$ 8,648$ 3,395$ 29,986$ 4,850$ Proposed TIF less 20% TDM reduction 6,466$ 4,009$ 9,634$ 6,919$ 2,716$ 23,989$ 3,880$ Proposed TIF less 30% TDM reduction 5,658$ 3,508$ 8,430$ 6,054$ 2,376$ 20,990$ 3,395$ Proposed TIF less 35% TDM reduction 5,254$ 3,257$ 7,828$ 5,621$ 2,207$ 19,491$ 3,152$ Proposed TIF less 50% TDM reduction 4,041$ 2,506$ 6,022$ 4,324$ 1,697$ 14,993$ 2,425$ Menlo Park Citywide 3,108$ 3,139$ 1,927$ 4,630$ 3,330$ 2,280$ 4,630$ 1,834$ Supplemental Downtown 379$ per PM peak hour trip within ECR/Downtown Specific Plan area Redwood City Non-Downtown 1,617$ 992$ 2,380$ 1,710$ 1,550$ 940$ 945$ Downtown 1,212$ 744$ 1,790$ 1,280$ 1,160$ 2,960$ 709$ San Carlos 3,052$ 1,892$ 4,547$ 3,266$ 2,228$ 11,323$ 1,831$ San Mateo 3,763$ 3,422$ 2,101$ 3,135$ 2,042$ 5,893$ Los Altos 6,152$ 3,777$ 9,076$ 11,269$ Mountain View North Bayshore Area 23,260$ 23,260$ 2,430$ 2,071$ Sunnyvale b Moffett Park 5,958$ 6,375$ 6,375$ 5,779$ 11,052$ 3,575$ South of S.R. 237 3,114$ 3,114$ 1,931$ 4,640$ 3,332$ 3,021$ 5,776$ 1,868$ Los Gatos c 9,300$ 8,854$ 6,185$ 10,258$ 7,542$ 6,482$ 39,711$ 7,598$ Santa Clara 1,000$ 1,000$ 670$ 400$ San Jose North San Jose Area d 15,410$ 9,677$ 7,742$ 14,440$ 19,880$ 4,299$ Evergreen-East Hills Area 15,148$ 13,170$ 13,170$ US 101/Oakland Ave/Mabury Rd 35,767$ per PM peak hour trip that would use one of the improved interchanges I-280/Winchester Blvd.25,641$ per PM peak hour trip that would use the proposed off-ramp improvement Fremont e 2,382$ 2,382$ 5,297$ 3,803$ 3,839$ 7,253$ 2,169$ Oakland 1,000$ 750$ 850$ 550$ 750$ 650$ Sources: TIF amounts are from each city's website. (a) The Palo Alto citywide TIF is on a per PM peak trip basis. TIF amounts for specific land uses have been calculated using ITE trip generation rates to facilitate comparison with other cities' fees. Derived rates for different land uses also shown with TDM reductions that would apply In downtown (50%), California Ave. (35%), Stanford Research Park and El Camino corridor (30%), and the rest of the city (20%). (b)Sunnyvale applies its R&D rate to office uses in Moffett Park. Retail rates reflect 50% reduction from ITE trip generation rates. (c) Los Gatos specifies its TIF as $930 per DAILY trip. PM peak hour trip amount has been approximated as 10 times the daily amount. Amounts for specific land uses are calculated using DAILY ITE trip generation rates and $930 per daily trip, and do not reflect any TDM reductions. (d) Retail uses under 100,000 square feet in North San Jose are exempt from TIF. (e) Fremont specifies TIF amounts for residential uses based on the number of bedrooms. Amount shown is for 2-3 bedroom units. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 8 The three area-specific TIFs are not shown in Table 9 because it is recommended that Palo Alto transition to a single citywide TIF. If they are also considered, then the differential between Palo Alto’s TIF program and the amounts charged by many other cities would be even greater. Highlights of Other Cities’ TIF Programs Because every city’s TIF program is unique, we have summarized below some of the key points about each city included in Table 9. Menlo Park Menlo Park is the only Peninsula city in our survey that has both a citywide TIF and an overlapping area-specific TIF, like Palo Alto currently has. Thus, it is the only other city where a parcel may be subject to more than one TIF. The citywide TIF is provided on a per unit or per square foot basis for common land uses and as a “per PM-peak-hour trip” rate of $3,108 for all other land uses. The supplemental TIF is applicable to properties within the El Camino Real/Downtown Specific Plan Area, and is specified as $379.40 per PM-peak-hour trip. Even when Menlo Park’s two TIFs are combined, the PM-per-peak hour rate is comparable to Palo Alto’s existing citywide PM-peak-hour rate, and far less than the proposed citywide rate. Redwood City Redwood City provides two different TIF rates for each land use category: a downtown rate and a non- downtown rate. The downtown rates are generally 25% lower than the non-downtown rates and take into account the downtown area’s proximity to transit, better bicycle and pedestrian connectivity, and the City’s requirement that downtown projects prepare a TDM Plan. The City’s fee schedule provides fee rates for 24 different land uses. San Carlos San Carlos provides TIF rates for 11 different land uses, and includes different rates for apartments and condominiums. Based on the rate of $3,052 for single-family residential uses and the fact that the ITE trip generation rate for that use in the PM-peak-hour is 1.0, it can be assumed that the underlying per PM-peak-hour rate is $3,052, which is less than Palo Alto’s current rate of $3,575 and much less than the proposed rate of $8,083. San Mateo San Mateo provides TIF rates for five different land uses, and states that $3,763 is the per PM-peak- hour trip rate to be used for other land uses. The fact that the per trip amount is higher than Palo Alto’s existing per trip TIF, but the San Mateo fees shown for specific land uses are lower than Palo Alto’s derived rates for those uses, is because standard ITE rates were not used for the San Mateo land use categories. San Mateo is currently in the process of conducting a new nexus study and updating its TIF rates. Los Altos Los Altos specifies Traffic Impact Fees for five different land uses: single-family residential, multi-family residential, senior residential units, commercial, and office. Its rates for most uses are higher than Palo Alto’s current rates (as they have been derived from its current per PM-peak-hour trip fee), but lower than the proposed Palo Alto rates before TDM reductions are accounted for. Compared with Palo Alto’s derived rates after accounting for TDM reductions, Los Altos’s rates are higher than the rates for areas where a 30% or greater TDM reduction would be required. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 2 9 Mountain View Mountain View does not have a citywide TIF, although it is currently considering adopting one. It established the North Bayshore Development Impact Fees in 2016 for transportation, water, and sewer purposes. This fee applies only in the North Bayshore area of Mountain View, and the transportation fee is specified for Office/R&D, retail, and hotel uses. Its fee of $23.26 per square foot for office and R&D uses is the second highest rate in our survey (only the fees in San Jose are higher). The rates for retail and hotel uses are much more moderate, since the city is trying to encourage those uses within the North Bayshore area in order to reduce overall vehicle miles traveled (VMT) to and from the area. Sunnyvale The City of Sunnyvale recently completed a new nexus study and approved new TIF rates. Sunnyvale has two different TIF rates: one for the area south of State Route 237 (SR 237) and one for the area north of SR 237. Rates are significantly higher for the area that is north of 237, commonly referred to as Moffett Park. For uses that are not otherwise specified, the per PM-peak-hour trip fee is $3,114 for the area south of 237 and $5,938 for the area north of 237. In Moffett Park, the city typically applies the R&D rate to office development projects. The city’s retail rates reflect a 50% reduction from the ITE rates: $6,375 per KSF in Moffett Park and $3,332 in the remainder of the city. Like Mountain View, the City is trying to encourage more neighborhood retail within its main office park area, so that employees do not have to leave the area to shop. The retail rate for the area south of 237 is also 50% lower than it would be if based on the ITE rate of 3.71 PM-peak-hour trips per thousand square feet. Los Gatos Los Gatos is the only city in this survey that specifies its TIF solely on a “per trip” basis (as does the Palo Alto citywide TIF), and does not specify TIF rates for any land uses. However, Los Gatos’s TIF is charged on a per daily trip basis, rather than a per PM-peak-hour trip basis. Because most land uses have a daily trip rate that is many times the PM-peak-hour trip rate, the Los Gatos rate of $902 per daily trip is higher than Palo Alto’s existing rate for most land uses, but lower than the proposed rate. For example, office uses (ITE category 710) have a daily trip generation rate of 11.03 trips per KSF and a PM-peak-hour trip rate of 1.49 trips per KSF. Thus, an office with 100,000 square feet would be required to pay $1,025,790 in Los Gatos (11.03 x 100 x $930 = $1,025,790) before accounting for existing uses or TDM or other reductions, and $532,675 in Palo Alto today (1.49 x 100 x $3,575) and $1,204,306 under the proposed rate of $8,083 per PM-peak-hour trip before accounting for existing uses or TDM reductions. Santa Clara Santa Clara does not have a citywide TIF. The city collects traffic mitigation fees only within a defined area and only on certain land uses within that area. Santa Clara’s Traffic Mitigation Program area is mostly north of the Caltrain tracks that run through the city. TIF rates are specified for the following four uses: office/R&D, industrial, warehousing/utilities/communications, and hotels. As seen in Table 9, Santa Clara’s TIF rates are the lowest in this survey, except Oakland. Because Santa Clara has not revised its TIF rates annually based on the Construction Cost Index or other inflation metric (as Palo Alto does), its rates have not changed since 2010, when the last nexus study update was conducted. The City of Santa Clara is in the process of conducting a new nexus study in 2017 in order to update its Traffic Impact Fees. San Jose San Jose has four different transportation impact fees that apply in specific areas of the city, but does not have a citywide TIF. The four areas defined for the four fees do not overlap, so no proposed project Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 0 ever pays more than one TIF, and projects that do not fall into any of the four areas would not pay any TIF. San Jose has the highest impact fees of all the cities included in this survey. North San Jose Area The North San Jose TIF rates were established by the travel demand forecasting model used to project future traffic volumes in the area, not by standard ITE rates, and therefore account for internalization of trips within the area and much higher transit use and bicycle use than the ITE rates assume. North San Jose TIF rates are specified for the following five land uses: single-family residential, multi-family residential, industrial, hotel, and large-scale commercial, which is defined as regional-serving destination retail. Retail uses that are under 100,000 s.f. are exempt from the TIF. The industrial rate is typically applied to office use development in the area. For uses that do not fall into one of these categories, a rate of $15,410 per PM-peak-hour trip is used. This per trip fee is higher than the proposed citywide Palo Alto TIF per trip fee. However, in recent years, the City of San Jose has offered to significantly reduce these impact fees in order to stimulate more development in the area. Evergreen – East Hills Area This traffic impact fee is charged to all new development within the boundaries of the Evergreen-East Hills Development Policy area. Just two fee amounts are specified: the residential fee is $15,148 per unit and the commercial/office fee is $13.17 per square foot. This residential fee is higher than the proposed fee in Palo Alto, but the commercial/office fee is lower than Palo Alto’s proposed fee. U.S. 101/Oakland/Mabury TIF The U.S. 101/Oakland/Mabury TIF was established to partially fund the improvement of the U.S. 101/Oakland Road interchange and the construction of a new U.S. 101 interchange at Mabury Road. The TIF is charged to all new development in the vicinity of the existing U.S.101/Oakland Road interchange and the planned U.S. 101/Mabury interchange where the project-specific traffic analysis indicates that the development will generate net new vehicle trips on those interchanges. The current trip fee per PM-peak-hour trip is $35,767. This is the highest fee shown in Table 9. Interstate 280/Winchester Boulevard TIF The Interstate 280 (I-280)/Winchester Boulevard TIF is charged to all new development within the boundaries of the I-280/Winchester Transportation Development Policy area, that is projected to generate vehicle trips utilizing the planned improvement. The planned improvement is the design and construction of a new northbound off-ramp from I-280 to Winchester Boulevard. The TIF will provide partial funding for this project, and was established in 2016. The fee is $25,641 per PM-peak-hour trip projected to use the planned improvement. This TIF is also higher than the proposed Palo Alto fee. Fremont Fremont is included in the survey because it is on the other side of the Dumbarton Bridge and is thus the closest city in Alameda County to Palo Alto. Unlike other cities in this survey, it specifies its rates for residential uses in terms of the number of bedrooms in each dwelling unit. For studios and 1- bedroom units, the TIF is $2,133; for units with 2 or 3 bedrooms, the TIF is $2,382; and for units with 4 or more bedrooms, the TIF is $3,626. Oakland Oakland adopted new transportation, capital improvements, and affordable housing impact fees as of September 2016. Oakland’s transportation impact fees are lower than the rates of all the other cities included in the survey, except Santa Clara for residential uses. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 1 San Francisco San Francisco replaced its previous citywide Transit Impact Development Fee with a citywide Transportation Sustainability Fee (TSF) in 2015. The current fee is $8.13 per s.f. for residential projects with 21-99 units and $9.18 per s.f. for residential projects over 99 units. San Francisco is the only city in this survey that uses square footage as the basis of its residential rates, rather than dwelling units or vehicle trips. For non-residential projects, the fee is $18.94 per s.f. for projects under 99,999 s.f. and $19.99 per s.f. for projects over 99,999 s.f. Residential projects that are less than 20 units and non- residential projects with less than 800 s.f. are exempt from the fee. The non-residential rates are higher than Palo Alto’s proposed citywide TIF. San Francisco also has seven development impact fees that apply only in specific neighborhoods that include funding for transportation purposes. For example, a Community Infrastructure Impact Fee in the Market-Octavia Area includes funding for pedestrian and streetscape improvements, bicycle facilities, and transit, as well as funding for non-transportation purposes. The impact fees that apply to these seven specific districts or neighborhoods are based on adopted area plans. Some area fees are further subdivided into tiers or apply only if a project exceeds a specified Floor Area Ratio (FAR). Because of the complexity of the TSF and the area plan fees, San Francisco’s TIF rates are not included on Table 9. The nexus study that underlies the citywide Transportation Sustainability Fee addressed the relationship between the TSF and the area plan transportation fees. The area plan transportation fees were developed to address local impacts from new development, while the TSF is designed to fund projects and programs that address citywide impacts. The nexus study notes: “Regardless of the separation or overlap between area plan fees and the TSF, the TSF should be adopted at a level such that the combined area plan and TSF amounts are less than the maximum justified TSF amounts…This approach would ensure that new development is not overpaying for transportation impacts.” The TSF nexus study identified the maximum justified transportation fee for various transportation purposes and presented the amounts of the area plan fees and the TSF to ensure that the combined rates would not exceed the maximum justified amount. The maximum justified rate is $30.93 per s.f. for residential projects, $87.42 per s.f. for non-residential projects (except production, distribution, and repair uses), and $26.07 per s.f. for production, distribution, and repair uses. Summary Three Silicon Valley cities included in this survey currently have TIFs that are higher than the proposed Palo Alto fee of $8,083 per net new PM-peak-hour vehicle trip: Mountain View’s TIF for office/R&D uses in the North Bayshore Area, Los Gatos’s TIF for some land uses, and San Jose’s four TIF programs for some land uses. San Francisco’s Transportation Sustainability Fee is also higher than Palo Alto’s proposed TIF. Los Altos and the Moffett Park area of Sunnyvale have rates than are lower than the proposed “pre-TDM reduction” fee in Palo Alto, but higher than the amount that would be charged in some areas of Palo Alto after TDM reductions are accounted for. The TIF amounts in all other cities in the survey are lower than the proposed citywide Palo Alto TIF even when the highest trip reduction (50% in the downtown area) is accounted for, and many are lower than Palo Alto’s current citywide TIF of $3,575 per PM-peak-hour trip. Given that Palo Alto currently also charges area-specific fees in three defined areas of the city, the total TIF amount for parcels located in one or more of those areas is currently even higher than what is shown in Table 9 and much higher than most other cities. This is especially true in the Stanford Research Park/El Camino Real area, with a TIF of $12.42 per square foot. By eventually eliminating the Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 2 three area-specific TIFs and transitioning to a single citywide TIF, the administrative process would be simplified in Palo Alto and the total TIF burden would be higher than what is charged in many other nearby cities but the differential would not be as great as it would be if the proposed new citywide rate were adopted and the area-specific TIFs were retained. Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 3 6. Conclusions This nexus study reviews the City of Palo Alto’s existing transportation impact fees and makes recommendations regarding the impact fee program in the future. Findings have been made in accordance with the requirements of the Mitigation Fee Act (AB 1600). Existing Transportation Impact Fees The City of Palo Alto currently has four transportation-related impact fees, of which three are applied in specific areas of the city and one is applied citywide. These four impact fees, the year when each was first adopted, and key findings about each area are as follows: San Antonio / West Bayshore Area Traffic Impact Fee, 1986: This area has been redeveloped since the EIR and nexus study were prepared in 1986. . Stanford Research Park / El Camino Real CS Zone Transportation Impact Fee, 1989: Of the four intersection improvement projects listed in the municipal code for this area, two are complete. The City is currently coordinating with the Santa Clara County Department of Roads and Airports, which has jurisdiction over county expressways, to make improvements to three intersections on Page Mill Road. Charleston – Arastradero Corridor Pedestrian and Bicyclist Safety Impact Fee, 2005: The corridor project is not yet complete. The City plans to continue to use these impact fee funds towards completion of the Charleston-Arastradero Corridor Plan, as provided for in the original nexus study. Citywide Transportation Impact Fee, 2007: The City has used funds from the citywide TIF to fund bicycle and pedestrian improvements and an upgraded traffic signal system. Projected Future Growth and Resulting Impacts The Preferred Scenario of the Palo Alto Comprehensive Plan Update includes a range of 8,435 – 10,455 new residents and a range of 9,850 – 11,500 new jobs, The number of PM-peak-hour motor vehicle trips was projected for the low end and the high end of those growth assumptions and then averaged. It is estimated for purposes of this nexus study that there will be 4,202 additional PM-peak- hour motor vehicle trips generated by the Preferred Scenario. The Comprehensive Plan Update FEIR includes a mitigation measure that would require all new development projects to develop TDM plans to reduce the number of PM-peak-hour vehicle trips by a specified amount, depending on the location of the project. The range of required reductions is from Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 4 20% to 50%. Based on the amount of growth projected for each area and the TDM trip reduction target for that area, there would be an estimated reduction of 1,347 PM-peak-hour trips, assuming all projects meet their TDM targets. Thus, it is estimated that 2,855 new PM-peak-hour trips would be generated by the future growth defined by the Preferred Scenario, which is 5.7% of the total estimated citywide PM-peak-hour trips in the year 2030. The level of growth included in the six planning scenarios that were analyzed as part of the Comprehensive Plan Update process would result in significant impacts to intersections, to freeway segments, to transit travel times (due to increased congestion), and to local residential streets (due to drivers avoiding increased congestion on arterials). Because all six of the planning scenarios that were examined in the Comprehensive Plan Update would result in some significant transportation impacts and because the City’s Preferred Scenario represents a level of growth that is within the range of the six planning scenarios analyzed, there would be significant and unavoidable transportation impacts with the Preferred Scenario. The purpose of the improvements to be funded by the TIF is to mitigate or offset these projected impacts to the extent feasible. Improvements to Mitigate Impacts Hexagon recommends transitioning to a single citywide Transportation Impact Fee (TIF) rather than the current structure of three fees that apply in specific areas and one citywide fee. However, we recommend retention of the Charleston-Arastradero Corridor fee until that bicycle and pedestrian safety project has been completed. The City’s Comprehensive Plan Update Final Environmental Impact Report is the basis for the nexus between the projected future development in the City and the proposed citywide TIF. The proposed citywide TIF expenditure plan is rooted in the City’s policies of encouraging alternative mode use, discouraging single-occupant vehicle trips, improving traffic flow without major capacity enhancements, and encouraging motorists to use arterials rather than local residential streets. The total estimated cost of the improvements to be funded partially with the citywide TIF is $954,778,300. For projects for which an annual expenditure amount has been provided, the total cost assumes 14 years (2017 – 2030) of that annual amount. The City’s estimated share of these total costs is $404,838,300. Based on the fact that 5.7% of the total PM-peak-hour motor vehicle trips generated in the year 2030 would be generated by new development, 5.7% of the City’s share of improvement costs, $23,075,783, is attributed to new development and should be funded by the citywide TIF. As noted earlier, new development will also be responsible for a significant upfront and ongoing investment in trip reductions, through implementation of TDM plans. Proposed Citywide Transportation Impact Fee The proposed amount of the citywide Transportation Impact Fee has been calculated by dividing the cost of the improvements to be funded by the TIF by the number of additional PM-peak-hour motor vehicle trips. The resulting impact fee is $8,083 per PM-peak-hour trip (23,075,783 / 2855 = $8,082.59). Additional recommendations include: The City should continue to charge the TIF on a “per PM-peak-hour trip” basis and use the trip rates included in the most recent edition of the ITE Trip Generation Manual. Trip reductions due to implementation of TDM Plans should be applied in accordance with the policies of the Comprehensive Plan Update. It is recommended that the existing exemptions from the citywide TIF be retained, for consistency with Palo Alto’s community facilities impact fees and to continue to encourage Transportation Impact Fee Nexus Study September 21, 2017 P a g e | 3 5 development of those land uses. The City may wish to consider a lower per PM-peak-hour trip fee for retail uses or increasing the size of retail uses that would be exempt from the TIF. The rationale for such a change is that since many retail projects serve to reduce vehicle miles travelled (VMT) and result in lower traffic impacts than their trip generation suggests, due to short trip lengths, pass-by trips, and diverted linked trips. Consider adding accessory dwelling units to the list of exemptions from the citywide TIF in order to encourage their development. The City currently includes “second units” in the list of uses that are subject to the TIF. It is recommended that development projects on parcels that have been vacant for two or more years do not receive credit for the existing uses on the parcel, when calculating the TIF. Continue to adjust fee levels annually, in line with the Construction Cost Index. Impact Fees in Other Cities The Transportation Impact Fees of numerous nearby cities were tabulated in order to provide context for considering Palo Alto’s existing citywide TIF of $3,575 and proposed TIF of $8,083 per net new PM- peak-hour vehicle trip. To facilitate comparison with other cities’ rates, Palo Alto’s “per PM-peak-hour vehicle trip” rates were converted to rates per dwelling unit, per thousand square feet, and per hotel room. Of the cities surveyed, four cities currently have TIFs that are higher than the proposed level in Palo Alto: Mountain View’s TIF for office and R&D uses in the North Bayshore Area, Los Gatos’s TIF for some land uses, San Jose’s four TIF programs for some land uses, and San Francisco’s Transportation Sustainability Fee. Los Altos and the Moffett Park area of Sunnyvale have rates than are lower than the proposed “pre-TDM reduction” level in Palo Alto, but higher than the amount that would be charged in some areas of Palo Alto after TDM reductions are accounted for. The TIF amounts in all other cities in the survey are lower than the proposed citywide TIF even when the highest trip reduction (50% in the downtown area) is accounted for, and many are also lower than Palo Alto’s current citywide TIF. Transportation Impact Fee Nexus Study Technical Appendices Appendix A Project Descriptions for Proposed TIF Improvements TO: FROM: DATE: rn CITY OF PALO ALTO HONORABLE CITY COUNCIL CITY MANAGER AUGUST 13, 2018 16 SUBJECT: AGENDA ITEM 16 -SUMMARY TITLE: TRANSPORTATION IMPACT FEE NEXUS STUDY AND FEE ADOPTION Action Item# 16 on Council's Agenda for August 13, 2018 is being deferred to a date uncertain in order to evaluate implications of Council action on July 30, 2018 regarding changes to the cap on Office/R&D Development. Deputy City Manager James Keene City Manager 1 of 1 . City of Palo Alto (ID # 9495) City Council Staff Report Report Type: Action Items Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Resolution to Join the Santa Clara/Santa Cruz Community Roundtable Title: Adoption of a Resolution of the Council of the City of Palo Alto To Join the Santa Clara/Santa Cruz Community Roundtable From: City Manager Lead Department: City Manag er Recommended Motion Staff recommends that Council consider the following motion: Approve and adopt the attached Resolution of the Council of the City of Palo Alto to Join the Santa Clara/Santa Cruz Community Roundtable; and Approve the attached Memorandum of Understanding Providing for the Continuing Operation of the Santa Clara/Santa Cruz Counties Airport/Community Roundtable; and Approve the attached Santa Clara/Santa Cruz Counties Airport/Community Roundtable Purpose and By-laws to address community noise concerns and make recommendations to the Regional Airports and FAA on noise related issues. Executive Summary The Cities Association of Santa Clara County (CASCC) is requesting that the City of Palo Alto join in the formation of the Santa Clara/Santa Cruz Airport/Community Roundtable to serve as a venue which facilitates regional collaboration regarding aircraft noise and serves our communities and constituents. Background The CASCC contacted the City of Palo Alto on June 19, 2018 to request that the City of Palo Alto, and all other 20 city and county jurisdictions in the counties of Santa Clara and Santa Cruz, join in the creation of a new community roundtable to address the growing concern of aircraft noise in the region. Joining such a roundtable would be consistent with positions adopted by the City City of Palo Alto Page 2 Council on the topic of airplane noise, including a motion passed as recently as May 7, 2018, to “actively participate on available community roundtables related to aircraft impacts.” As the City of Palo Alto’s representative on the CASCC Board of Directors, Councilmember Greg Scharff served as the chair of the CASCC Ad Hoc Committee to build the framework of forming a roundtable that works for the region. On June 14, 2018, the CASCC Board of Directors voted to approve the enclosed resolution. Attachment B presents a 48-page packet of information from the CASCC to provide additional background information, including the content of the proposed Memorandum of Understanding (MOU) and the proposed by-laws. The CASCC explicitly states there are no changes allowed to the by-laws, MOU or resolution as all jurisdictions are approving the same documents. Resource Impact The proposed MOU for the new Roundtable states each voting member jurisdiction shall contribute to the budget based on a per capital formula as follows: the population of each jurisdiction (most recent available census numbers) times the following per capita fee structure: The CASCC estimates Palo Alto’s annual contribution would be approximately $33,466 according to this formula. City of Palo Alto Page 3 Attachments: Attachment A: Resolution Attachment B: CASSC Packet with MOU and Bylaws ATTACHMENT A Resolution No. ________ Resolution of the Council of the City of Palo Alto to Join the Santa Clara/Santa Cruz Community Roundtable R E C I T A L S A. A critical need exists in Santa Clara and Santa Cruz Counties for a permanent venue to address aircraft noise concerns and it is essential to include all unrepresented cities in these counties. B. In July 2017, the Cities Association of Santa Clara County received a Congressional request by Representatives Eshoo, Khanna, Panetta to take a leadership role in developing an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Mineta San José International Airport (SJC), and San Francisco International Airport (SFO) that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the South Bay and Santa Cruz County C. Between May and November 2016, the Select Committee on South Bay Arrivals, a temporary committee of 12 local elected officials (Select Committee) appointed by Congresswoman Anna G. Eshoo, Congressman Sam Farr, and Congresswoman Jackie Speier, convened meetings to receive public input and develop regional consensus on recommendations to reduce aircraft noise caused by SFO flights and airspace, and procedural changes related to the Federal Aviation Administration's Next Generation Air Transportation System. D. Among the many recommendations that received unanimous approval by the Select Committee was the need for a permanent venue to represent currently disenfranchised communities in addressing aircraft noise concerns including, but not limited to SFO. This recommendation stems from the fact that our mutual constituents in Santa Clara and Santa Cruz Counties, do not currently belong to a permanent aircraft noise mitigation entity such as the SFO Airport/Community Roundtable. E. On October 3, 2017, the San José City Council authorized the Ad Hoc Advisory Committee on South Flow Arrivals to explore possible solutions to address the noise impacts on residents when weather conditions over the airfield require the Airport to operate in a “south flow” configuration (when aircraft land from the north of the Airport instead of the usual landing from the south). F. Both the Select Committee and the South Flow Ad Hoc Roundtable have disbanded, the Santa Clara/Santa Cruz Roundtable envisioned by the Cities Association would likely be viewed as an appropriate surrogate for this function in partnership with the SFO Roundtable, SFO and San José Mineta Airports. G. Significant demand for an aircraft noise mitigation entity to represent constituents in the South Bay, it is imperative that any potential body not be confined to SJC or SFO related issues and also include representation of all affected and currently unrepresented communities in Santa Clara and Santa Cruz Counties. While participation by elected officials in each affected city is essential, it is critical that the establishment of such a body should not be unilaterally implemented by one city, but instead be led collectively by the entire affected region. H. The FAA’s November 2017 Phase Two Report, the FAA reiterates it will not support solutions that result in shifting the problem of noise from one community to another. It also repeatedly identifies increased flying distance as an unacceptable outcome of many community-proposed solutions that conflict with the economic, environmental, and operational efficiency benefits gained from shorter flying distances. I. The FAA repeatedly points to the anticipated inevitability of increase s in congestion as airports increase their number of flight operations. The report explicitly states it will not move forward on certain feasible recommendations “until issues of congestion, noise shifting and flying distance have been addressed with the airline stakeholders and the affected communities by the Select Committee and/or SFO Roundtable.” J. Each jurisdiction is just one of over 100 municipalities in the Bay Area. The ability of any single community, whether 30,000 or 60,000, to influence the complex operations of a federal agency serving a region of 8 million people is limited. K. The impacts of airplane noise must be considered amid the competing interests of the flying public, airline industry priorities, airport operational requirements, broader economic and environmental impacts and, above all else, safety. The successful navigation of these public interest challenges requires effective collaboration. L. To ensure equitable regional representation, each city and county should have the opportunity to appoint one Member and one Alternate who are local elected officials to serve on the body, elect their own leadership, and participate in helping to fund the effort just as the SFO Airport/Community Roundtable does. Once it is conceived, the newly formed South Bay Airport Roundtable could also work with the SFO Airport/Community Roundtable to establish a joint subcommittee to address complex overlapping issues related to the Midpeninsula. M. The Cities Association of Santa Clara County is seeking each jurisdiction of Santa Clara County and Santa Cruz County to collaborate with neighboring jur isdictions through the formation of a community roundtables to most effectively address the community impacts of aircraft operations and work with the Federal Aviation Association (FAA). NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The City of Palo Alto does hereby support formation of an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Mineta San José International Airport (SJC), San Francisco International Airport (SFO), and the FAA, that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the Santa Clara and Santa Cruz Counties; and directs the City Manager to enter into a Memorandum of Understanding on behalf of the City of Palo Alto. SECTION 2. The Council finds that the adoption of this resolution does not meet the definition of a project under Public Resources Code Section 21065, thus, no environmental assessment under the California Environmental Quality Act is required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Senior Assistant City Attorney City Manager P.O. Box 3144 Los Altos, CA 94024 408-766-9534 www.citiesassociation.org June 19, 2018 Dear City Managers and County Executives of Santa Clara and Santa Cruz Counties: In June 2017, the Cities Association of Santa Clara County (CASCC) received a Congressional request from Representatives Eshoo, Khanna, & Panetta asking the CASCC to take a leadership role in forming a regional aircraft noise roundtable. The CASCC formed an Ad Hoc Committee to build the framework of forming a roundtable that works for the region. The roundtable, conceived to include the 21 local jurisdictions of Santa Clara and Santa Cruz Counties, will work together with San Francisco Airport, Minéta San José Airport, and the FAA, and address the growing concern of aircraft noise in one of the busiest metroplex in the country. On June 14, 2018, the Board of Directors of the CASCC, concurred that there is a critical need for an organization that convenes all of the stakeholders and has jurisdiction for citizens to be heard and approved a resolution 2018-002 “Providing for the Continuing Operation of the Santa Clara/Santa Cruz Counties Airport/Community Roundtable” which is attached. Therefore, the CASCC is formally requesting that your jurisdiction join our effort to create the Santa Clara/Santa Cruz Airport/Community Roundtable to serve as a venue which facilitates regional collaboration regarding aircraft noise and serves our communities and constituents. Attached for the consideration of your council or board: •Congressional Request •CASCC adopted Resolution 2018-002 •Roundtable FAQ •City/County draft resolution •MOU •By-laws •Funding allocation draft •SFO Budget The adoption of the City/County Draft Resolution is requested as well as the by-laws and MOU. Please note: there are no changes allowed to the by-laws, MOU or resolutions as all jurisdictions are approving the same documents. Please let us know when this will be placed on your agenda so that the CASCC may have a committee member available to assist with any possible questions. The deadline for a response is September 28th, 2018. Cities Association of Santa Clara County Re: Formation of the Santa Clara/Santa Cruz Airport/Community Roundtable Page 2 of 2 If you have questions, please feel free to contact me at 408.766.9534 or andi@citiesassociation.org. Sincerely, Andi Jordan Executive Director cc: Cities Association Board of Directors Honorable Anna Eshoo Honorable Rho Khanna Honorable Jimmy Panetta Dennis Roberts, Western Regional Director, FAA Cities Association Roundtable Packet 6/19/2018 Page 1 of 46 Cities Association Roundtable Packet 6/19/2018 Page 2 of 46 Cities Association Roundtable Packet 6/19/2018 Page 3 of 46 Cities Association Roundtable Packet 6/19/2018 Page 4 of 46 Cities Association Roundtable Packet 6/19/2018 Page 5 of 46 Cities Association Roundtable Packet 6/19/2018 Page 6 of 46 Cities Association Roundtable Packet 6/19/2018 Page 7 of 46 Cities Association Roundtable Packet 6/19/2018 Page 8 of 46 Cities Association Roundtable Packet 6/19/2018 Page 9 of 46 Cities Association Roundtable Packet 6/19/2018 Page 10 of 46 Cities Association Roundtable Packet 6/19/2018 Page 11 of 46 Cities Association Roundtable Packet 6/19/2018 Page 12 of 46 Cities Association Roundtable Packet 6/19/2018 Page 13 of 46 Cities Association Roundtable Packet 6/19/2018 Page 14 of 46 RESOLUTION NO. 2018-002 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITIES ASSOCIATION OF SANTA CLARA COUNTY TO FORM THE SANTA CLARA/SANTA CRUZ COMMUNITY ROUNDTABLE WHEREAS, a critical need exists in Santa Clara and Santa Cruz Counties for a permanent venue to address aircraft noise concerns and it is essential to include all unrepresented cities in these counties. WHEREAS, In July 2017, the Cities Association of Santa Clara County received a Congressional request by Representatives Eshoo, Khanna, Panetta to take a leadership role in developing an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Minéta San Jose International Airport (SJC), and San Francisco International Airport (SFO) that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the South Bay and Santa Cruz County WHEREAS, between May and November 2016, the Select Committee on South Bay Arrivals, a temporary committee of 12 local elected officials (Select Committee) appointed by Congresswoman Anna G. Eshoo, Congressman Sam Farr, and Congresswoman Jackie Speier, convened meetings to receive public input and develop regional consensus on recommendations to reduce aircraft noise caused by SFO flights and airspace, and procedural changes related to the Federal Aviation Administration's Next Generation Air Transportation System. WHEREAS, among the many recommendations that received unanimous approval by the Select Committee was the need for a permanent venue to represent currently disenfranchised communities in addressing aircraft noise concerns including, but not limited to SFO. This recommendation stems from the fact that our mutual constituents in Santa Clara and Santa Cruz Counties, do not currently belong to a permanent aircraft noise mitigation entity such as the SFO Airport/Community Roundtable. WHEREAS, on October 3, 2017, the San José City Council authorized the Ad Hoc Advisory Committee on South Flow Arrivals to explore possible solutions to address the noise impacts on residents when weather conditions over the airfield require the Airport to operate in a “south flow” configuration (when aircraft land from the north of the Airport instead of the usual landing from the south). WHEREAS, both the Select Committee and the South Flow Ad Hoc Roundtable have disbanded, the Santa Clara/Santa Cruz Roundtable envisioned by the Cities Association would likely be viewed as an appropriate surrogate for this function in partnership with the SFO Roundtable, SFO and San Jose Minéta Airports. WHEREAS, significant demand for an aircraft noise mitigation entity to represent constituents in the South Bay, it is imperative that any potential body not be confined to SJC or SFO related issues and also include representation of all affected and currently unrepresented communities in Santa Clara and Santa Cities Association Roundtable Packet 6/19/2018 Page 15 of 46 Cities Association of Santa Clara County Roundtable Resolution 2 of 3 Cruz Counties. While participation by elected officials in each affected city is essential, it is critical that the establishment of such a body should not be unilaterally implemented by one city, but instead be led collectively by the entire affected region. WHEREAS, the FAA’s November 2017 Phase Two Report, the FAA reiterates it will not support solutions that result in shifting the problem of noise from one community to another. It also repeatedly identifies increased flying distance as an unacceptable outcome of many community-proposed solutions that conflict with the economic, environmental, and operational efficiency benefits gained from shorter flying distances. WHEREAS, the FAA repeatedly points to the anticipated inevitability of increases in congestion as airports increase their number of flight operations. The report explicitly states it will not move forward on certain feasible recommendations “until issues of congestion, noise shifting and flying distance have been addressed with the airline stakeholders and the affected communities by the Select Committee and/or SFO Roundtable.” WHEREAS, each jurisdiction is just one of over 100 municipalities in the Bay Area. The ability of any single community, whether 30,000 or 60,000, to influence the complex operations of a federal agency serving a region of 8 million people is limited. WHEREAS, the impacts of airplane noise must be considered amid the competing interests of the flying public, airline industry priorities, airport operational requirements, broader economic and environmental impacts and, above all else, safety. The successful navigation of these public interest challenges requires effective collaboration. WHEREAS, to ensure equitable regional representation, each city and county should have the opportunity to appoint one Member and one Alternate who are local elected officials to serve on the body, elect their own leadership, and participate in helping to fund the effort just as the SFO Airport/Community Roundtable does. Once it is conceived, the newly formed South Bay Airport Roundtable could also work with the SFO Airport/Community Roundtable to establish a joint subcommittee to address complex overlapping issues related to the Midpeninsula. WHEREAS, the Cities Association of Santa Clara County is seeking each jurisdiction of Santa Clara County and Santa Cruz County to collaborate with neighboring jurisdictions through the formation of a community roundtables to most effectively address the community impacts of aircraft operations and work with the Federal Aviation Association (FAA). NOW, THEREFORE BE IT RESOLVED, that the Board of Directors of the Cities Association of Santa Clara County does hereby support and will initiate formation of an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Minéta San Jose International Airport (SJC), San Francisco International Airport (SFO), and the FAA, that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the Santa Clara and Santa Cruz Counties, and invite the jurisdictions, cities and counties within Santa Clara County and Santa Cruz County, to partner in the formation of the Santa Clara/Santa Cruz Roundtable. Cities Association Roundtable Packet 6/19/2018 Page 16 of 46 Cities Association of Santa Clara County Roundtable Resolution 3 of 3 The above and foregoing resolution was passed and adopted at a regular meeting of the Cities Association of Santa Clara County Board of Directors Meeting held on the 14th day of June 2018 by the following vote: AYES: Christina (Campbell), Sinks (Cupertino), Leroe-Muñoz (Gilroy), Pepper (Los Altos), Waldeck (Los Altos Hills), Sayoc (Los Gatos), Grilli (Milpitas), Craig (Monte Sereno), Tate (Morgan Hill), Showalter (Mountain View), Davis (Santa Clara), Cappello (Saratoga), Klein (Sunnyvale) NOES: Jones (San José) ABSENT: none ABSTAIN: none Rod Sinks, President ATTEST: DATE: June 14, 2018 Andi Jordan, Executive Director Cities Association Roundtable Packet 6/19/2018 Page 17 of 46 SANTA CLARA/SANTA CRUZ COUNTIES COMMUNIT Y ROUNDTABLE FAQ WHAT IS A ROUNDTABLE ? Roundtables function as a clearinghouse of sorts where varying interests, local through national, can be heard with the decision maker, the FAA, at the table. Per the FAA, Roundtables or advisory committees may be established by the FAA or formed by a local or state government, airport authority, or other body. Advisory committees and roundtables can bring structure to discussions of specific challenges or issues and provide a more neutral forum that can enhance the credibility and transparency of FAA’s activities. WHY IS THE CITIES AS SOCIATION OF SANTA C LARA COUNTY INVOLVED? In July 2017, the Cities Association of Santa Clara County (CASCC) received a Congressional request by Representatives Eshoo, Khanna, Panetta to take a leadership role in forming a South Bay/South Peninsula Roundtable for Santa Clara and Santa Cruz Counties which was a recommendation from the Select Committee’s work on SFO arrivals. The Board of the CASCC created an Ad Hoc Committee to consider how a new, permanent roundtable may function and operate by considering bylaws, memorandum of understandings, resolutions, and budget. CASCC Board of Directors will act on any recommendations before other jurisdictions are invited to attend. WHY NOT JOIN THE SFO ROUNDTABLE ? SFO Roundtable is unwilling to expand their Roundtable to include members of Santa Clara and Santa Cruz Counties. Additionally, not all of the aircraft noise issues for Santa Clara and Santa Cruz Counties are related to SFO. WHY IS THE E STABLISHMENT OF A RO UNDTABLE IMPORTANT? While the Select Committee and the South Flow Ad Hoc Committee have disbanded, the South Bay Roundtable envisioned by the Cities Association would likely be viewed as an appropriate surrogate for this function in partnership with the SFO Roundtable and Minéta San José Airport. EFFECTIVE COLLABORAT ION IS NEEDED TO WOR K WITH THE FAA Each jurisdiction in Santa Clara County and Santa Cruz County is just one of over 100 municipalities in the Bay Area. The ability of any single community, to influence the complex operations of a federal agency serving a region of 8 million people is limited. In addition, the impacts of airplane noise must be considered amid the competing interests of the flying public, airline industry priorities, airport operational requirements, broader economic and environmental impacts and, above all else, safety. The successful navigation of these public interest challenges requires effective collaboration. CITIES ASSOCIATION AD HOC COMMITTEE RE COMMENDATIONS The CASCC Ad Hoc Committee is seeking each jurisdiction of Santa Clara County and Santa Cruz County to collaborate with neighboring jurisdictions through the formation of a community roundtable to most effectively address the community impacts of aircraft operations. WHAT DOES THE FAA SA Y ABOUT LOCAL GOVERN MENTS FORMING A ROUN DTABLE? The FAA welcomes community groups initiated by local communities or governments. And believe they may serve different functions, for example, they can provide views and advice on alternatives/issues; build consensus on controversial issues; coordinate with technical groups; review/monitor agency activities; provide independent, credible feedback; and/or build a constituency around a specific need or requirement. Cities Association Roundtable Packet 6/19/2018 Page 18 of 46 SANTA CLARA/SANTA CRUZ COUNTIES COMMUNIT Y ROUNDTABLE FAQ 2 WILL THE FAA PARTICI PATE? The FAA has stated they will participate if the region forms a roundtable. WHAT IS THE CITIES ASSCOCIATION ’S AD HOC COMMITTEE’S PROPOSAL? •Mission Statement: To Address Community noise concerns and make recommendations to the Regional Airports and FAA on noise related issues. •MOU to form organization •Organization is similar to SFO Roundtable •Self-fund from member jurisdictions •Work with both SFO & San Jose Airports •SFO Airport and Roundtable willing to collaborate •Hire consultant or to run the organization •Initial staff support to be supported by Cities Association of Santa Clara County •Each member jurisdiction receives 1 vote •Changes to bylaws require majority of members •Non-voting members include airport, FAA, pilots’ organization •Any member may withdraw at any time with notice of intent, but forfeit their dues •Serves as a forum for public WHY IS T HE RECOMMENDATION TO SELF -FUND THE ROUNDTABLE ? The CASCC believes there is a critical need for the formation of the Roundtable and the complexity of the metro-plex further complicates bringing all of the players to the table. By evidence, none of the airports are willingly coming forward to help with the formation. CASCC believes that formation and self-funding is just a step in the process of bringing the players to the table. The budget will be reviewed annually, and the roundtable will be able to reevaluate revenue. It is also necessary to fund the Roundtable to hire staff to professionally support the group. WHAT IS THE BUDGET? The Roundtable Budget is based on SFO Roundtable budget with a part-time planner/manager of the roundtable, and various consultants. After year 1, the Roundtable will re-evaluate and establish its own annual budget. HOW WAS THE FUNDING FORMULA CREATED? The funding formula that was originally created was similar to the Cities Association dues structure, dues in categories of city size. An elected official in Santa Cruz County proposed a dues structure based on per capita formula which is the basis for the current formula. Note: current funding allocation is a best estimate if all 21 jurisdictions participate. The table will be adjusted accordingly if not all of the jurisdictions choose to participate. Cities Association Roundtable Packet 6/19/2018 Page 19 of 46 DRAFT RESOLUTION NO. 18-002 A RESOLUTION OF THE City/County TO JOIN THE SANTA CLARA/SANTA CRUZ COMMUNITY ROUNDTABLE WHEREAS, a critical need exists in Santa Clara and Santa Cruz Counties for a permanent venue to address aircraft noise concerns and it is essential to include all unrepresented cities in these counties. WHEREAS, In July 2017, the Cities Association of Santa Clara County received a Congressional request by Representatives Eshoo, Khanna, Panetta to take a leadership role in developing an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Minéta San Jose International Airport (SJC), and San Francisco International Airport (SFO) that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the South Bay and Santa Cruz County WHEREAS, between May and November 2016, the Select Committee on South Bay Arrivals, a temporary committee of 12 local elected officials (Select Committee) appointed by Congresswoman Anna G. Eshoo, Congressman Sam Farr, and Congresswoman Jackie Speier, convened meetings to receive public input and develop regional consensus on recommendations to reduce aircraft noise caused by SFO flights and airspace, and procedural changes related to the Federal Aviation Administration's Next Generation Air Transportation System. WHEREAS, among the many recommendations that received unanimous approval by the Select Committee was the need for a permanent venue to represent currently disenfranchised communities in addressing aircraft noise concerns including, but not limited to SFO. This recommendation stems from the fact that our mutual constituents in Santa Clara and Santa Cruz Counties, do not currently belong to a permanent aircraft noise mitigation entity such as the SFO Airport/Community Roundtable. WHEREAS, on October 3, 2017, the San José City Council authorized the Ad Hoc Advisory Committee on South Flow Arrivals to explore possible solutions to address the noise impacts on residents when weather conditions over the airfield require the Airport to operate in a “south flow” configuration (when aircraft land from the north of the Airport instead of the usual landing from the south). WHEREAS, both the Select Committee and the South Flow Ad Hoc Roundtable have disbanded, the Santa Clara/Santa Cruz Roundtable envisioned by the Cities Association would likely be viewed as an appropriate surrogate for this function in partnership with the SFO Roundtable, SFO and San Jose Minéta Airports. WHEREAS, significant demand for an aircraft noise mitigation entity to represent constituents in the South Bay, it is imperative that any potential body not be confined to SJC or SFO related issues and also include representation of all affected and currently unrepresented communities in Santa Clara and Santa Cruz Counties. While participation by elected officials in each affected city is essential, it is critical that the establishment of such a body should not be unilaterally implemented by one city, but instead be led collectively by the entire affected region. Cities Association Roundtable Packet 6/19/2018 Page 20 of 46 DRAFT WHEREAS, the FAA’s November 2017 Phase Two Report, the FAA reiterates it will not support solutions that result in shifting the problem of noise from one community to another. It also repeatedly identifies increased flying distance as an unacceptable outcome of many community-proposed solutions that conflict with the economic, environmental, and operational efficiency benefits gained from shorter flying distances. WHEREAS, the FAA repeatedly points to the anticipated inevitability of increases in congestion as airports increase their number of flight operations. The report explicitly states it will not move forward on certain feasible recommendations “until issues of congestion, noise shifting and flying distance have been addressed with the airline stakeholders and the affected communities by the Select Committee and/or SFO Roundtable.” WHEREAS, each jurisdiction is just one of over 100 municipalities in the Bay Area. The ability of any single community, whether 30,000 or 60,000, to influence the complex operations of a federal agency serving a region of 8 million people is limited. WHEREAS, the impacts of airplane noise must be considered amid the competing interests of the flying public, airline industry priorities, airport operational requirements, broader economic and environmental impacts and, above all else, safety. The successful navigation of these public interest challenges requires effective collaboration. WHEREAS, to ensure equitable regional representation, each city and county should have the opportunity to appoint one Member and one Alternate who are local elected officials to serve on the body, elect their own leadership, and participate in helping to fund the effort just as the SFO Airport/Community Roundtable does. Once it is conceived, the newly formed South Bay Airport Roundtable could also work with the SFO Airport/Community Roundtable to establish a joint subcommittee to address complex overlapping issues related to the Midpeninsula. WHEREAS, the Cities Association of Santa Clara County is seeking each jurisdiction of Santa Clara County and Santa Cruz County to collaborate with neighboring jurisdictions through the formation of a community roundtables to most effectively address the community impacts of aircraft operations and work with the Federal Aviation Association (FAA). NOW, THEREFORE BE IT RESOLVED, that the City/County of [ NAME ] does hereby support formation of an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Minéta San Jose International Airport (SJC), San Francisco International Airport (SFO), and the FAA, that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the Santa Clara and Santa Cruz Counties; and directs the City Manager to enter into a Memorandum of Understanding on behalf of the [Name of City/County]. The above and foregoing resolution was passed and adopted at a regular meeting of the City Council held on the (DAY) of MONTH YEAR by the following vote: AYES: NOES: ABSENT: Cities Association Roundtable Packet 6/19/2018 Page 21 of 46 DRAFT ABSTAIN: NAME, Mayor ATTEST: DATE: NAME, Clerk Cities Association Roundtable Packet 6/19/2018 Page 22 of 46 MEMORANDUM OF UNDERSTANDING PROVIDING FOR THE CONTINUING OPERATION OF THE SANTA CLARA/SANTA CRUZ COUNTIES AIRPORT/COMMUNITY ROUNDTABLE Cities Association of Santa Clara County www.citiesassociation.org Cities Association Roundtable Packet 6/19/2018 Page 23 of 46 1 MEMORANDUM OF UNDERSTANDING (MOU) PROVIDING FOR THE CONTINUING OPERATION OF THE SANTA CLARA/SANTA CRUZ COUNTIES AIRPORT/COMMUNITY ROUNDTABLE Preamble A critical need exists in Santa Clara and Santa Cruz Counties for a permanent venue to address aircraft noise concerns and it is essential to include all unrepresented cities in these counties. In July 2017, the Cities Association of Santa Clara County received a Congressional request by Representatives Eshoo, Khanna, Panetta to take a leadership role in developing an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Minéta San Jose International Airport (SJC), and San Francisco International Airport (SFO) that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the South Bay and Santa Cruz County Between May and November 2016, the Select Committee on South Bay Arrivals, a temporary committee of 12 local elected officials (Select Committee) appointed by Congresswoman Anna G. Eshoo, Congressman Sam Farr, and Congresswoman Jackie Speier, convened meetings to receive public input and develop regional consensus on recommendations to reduce aircraft noise caused by SFO flights and airspace, and procedural changes related to the Federal Aviation Administration's Next Generation Air Transportation System. Among the many recommendations that received unanimous approval by the Select Committee was the need for a permanent venue to represent currently disenfranchised communities in addressing aircraft noise concerns including, but not limited to SFO. This recommendation stems from the fact that our mutual constituents in Santa Clara and Santa Cruz Counties, do not currently belong to a permanent aircraft noise mitigation entity such as the SFO Airport/Community Roundtable. On October 3, 2017, the San José City Council authorized the Ad Hoc Advisory Committee on South Flow Arrivals to explore possible solutions to address the noise impacts on residents when weather conditions over the airfield require the Airport to operate in a “south flow” configuration (when aircraft land from the north of the Airport instead of the usual landing from the south). Both the Select Committee and the South Flow Ad Hoc Roundtable have disbanded, the Santa Clara/Santa Cruz Roundtable envisioned by the Cities Association would likely be viewed as an appropriate surrogate for this function in partnership with the SFO Roundtable, SFO and San Jose Minéta Airports. A significant demand exists for an aircraft noise mitigation entity to represent constituents in the South Bay, it is imperative that any potential body not be confined to SJC or SFO related issues and also include representation of all affected and currently unrepresented communities in Santa Clara and Santa Cruz Counties. While participation by elected officials Cities Association Roundtable Packet 6/19/2018 Page 24 of 46 2 in each affected city is essential, it is critical that the establishment of such a body should not be unilaterally implemented by one city, but instead be led collectively by the entire affected region. The FAA’s November 2017 Phase Two Report, the FAA reiterates it will not support solutions that result in shifting the problem of noise from one community to another. It also repeatedly identifies increased flying distance as an unacceptable outcome of many community-proposed solutions that conflict with the economic, environmental, and operational efficiency benefits gained from shorter flying distances. The FAA repeatedly points to the anticipated inevitability of increases in congestion as airports increase their number of flight operations. The report explicitly states it will not move forward on certain feasible recommendations “until issues of congestion, noise shifting and flying distance have been addressed with the airline stakeholders and the affected communities by the Select Committee and/or SFO Roundtable.” Each jurisdiction is just one of over 100 municipalities in the Bay Area. The ability of any single community, whether 30,000 or 60,000, to influence the complex operations of a federal agency serving a region of 8 million people is limited. The impacts of airplane noise must be considered amid the competing interests of the flying public, airline industry priorities, airport operational requirements, broader economic and environmental impacts and, above all else, safety. The successful navigation of these public interest challenges requires effective collaboration. To ensure equitable regional representation, each city and county should have the opportunity to appoint one Member and one Alternate who are local elected officials to serve on the body, elect their own leadership, and participate in helping to fund the effort just as the SFO Airport/Community Roundtable does. Once it is conceived, the newly formed South Bay Airport Roundtable could also work with the SFO Airport/Community Roundtable to establish a joint subcommittee to address complex overlapping issues. The Cities Association of Santa Clara County is seeking each jurisdiction of Santa Clara County and Santa Cruz County to collaborate with neighboring jurisdictions through the formation of a community roundtable to most effectively address the community impacts of aircraft operations and work with the Federal Aviation Association (FAA). The Board of Directors of the Cities Association of Santa Clara County supports and will initiate formation of an intergovernmental partnership between the cities and counties of Santa Clara and Santa Cruz Counties, Norman Y. Minéta San Jose International Airport (SJC), San Francisco International Airport (SFO), and the FAA, that will serve as a permanent aircraft noise mitigation entity representing all affected communities in the Santa Clara and Santa Cruz Counties, and invite the jurisdictions, cities and counties within Santa Clara County and Santa Cruz County, to partner in the formation of the Santa Clara/Santa Cruz Roundtable. Cities Association Roundtable Packet 6/19/2018 Page 25 of 46 3 ARTICLE I: Statement of Purpose and Objectives Purpose The overall purpose of the Santa Clara/Santa Cruz Counties Community Roundtable (Roundtable) is to continue to foster and enhance this cooperative relationship to develop, evaluate, and implement reasonable and feasible policies, procedures, and mitigation actions that will further reduce the impacts of aircraft noise in neighborhoods and communities in Santa Clara and Santa Cruz Counties. Objectives Objective 1: Continue to organize, administer, and operate the Roundtable as a public forum for discussion, study, analysis, and evaluation of policies, procedures and mitigation actions that will minimize aircraft noise impacts to help improve the quality of life of residents in Santa Clara and Santa Cruz Counties. Objective 2: Provide a framework of understanding as to the history and operation of the Roundtable. Objective 3: Maintain the Roundtable as a focal point of information and discussion between local, state, and federal legislators and policy makers, as it applies to noise impacts from airport/aircraft operations in local communities. Objective 4: Develop and implement an annual Roundtable Work Program to analyze and evaluate the impacts of aircraft noise in affected communities and to make recommendations to appropriate agencies, regarding implementation of effective noise mitigation actions. Objective 5: Maintain communication and cooperation between Airport management and local governments, regarding: (1) local agency land use and zoning decisions within noise-sensitive and/or overflight areas, while recognizing local government autonomy to make those decisions and (2) decisions/actions that affect current and future on-airport development, while recognizing the Airport’s autonomy to make those decisions. ARTICLE II: Agreement Signatory agencies/bodies to this Memorandum of Understanding (MOU) agree as follows: Accept the operation of the Roundtable as described in the “Statement of Purpose and Objectives,” as stated in Article I. Work cooperatively to reduce noise and environmental impacts, from aircraft operations at, but not limited to, SFO and SJC, in affected neighborhoods and communities. Provide the necessary means (i.e., funding, staff support, supplies, etc.) to enable the Roundtable to achieve a reduction and mitigation of aircraft noise impacts, as addressed in this agreement. Cities Association Roundtable Packet 6/19/2018 Page 26 of 46 4 Represent and inform the respective constituencies of the Roundtable members of the Roundtable’s activities and actions to reduce aircraft impacts, as addressed in this agreement. Initial funding will be shared by jurisdictions, and thereafter it is expected the airport will contribute. The Roundtable shall establish a budget for each fiscal year. Each Roundtable voting member jurisdiction shall contribute to the budget based on a per capita formula as follows: the population of each jurisdiction (most recent available census numbers) times the following per capita fee structure: Per Capita Fee Structure Large City $ 0.50 Small City $ 0.50 Medium City $ 0.50 XL City $ 0.10 County $ 0.50 ARTICLE III: Roundtable Membership Voting membership – The Roundtable voting membership consists of one designated Representative and one designated Alternate from the following agencies/bodies: City of Campbell City of Capitola City of Cupertino City of Gilroy City of Los Altos Town of Los Altos Hills Town of Los Gatos City of Milpitas City of Monte Sereno City of Morgan Hill City of Mountain View City of Palo Alto City of San Jose City of Santa Clara City of Santa Cruz City of Saratoga City of Scotts Valley City of Sunnyvale City of Watsonville County of Santa Clara County of Santa Cruz ARTICLE III: Roundtable Membership - continued Non-Voting Membership - Roundtable non-voting membership shall consist of Advisory Members who represent the following: Cities Association Roundtable Packet 6/19/2018 Page 27 of 46 5 • Relevant subject matter experts from airlines operating at SFO or SJC • Federal Aviation Administration (FAA) staff • Other representatives as deemed necessary Additional Voting Membership - Other incorporated towns and/or cities located within Santa Clara or Santa Cruz Counties may request voting membership on the Roundtable by adopting a resolution: • Authorizing two members of the city/town council (a Representative and Alternate) to represent the city/town on the Roundtable. • Agreeing to comply with this Memorandum of Understanding (MOU) and all related amendments and any bylaws approved in accordance with this MOU. • Agreeing to contribute annual funding to the Roundtable in the same amount as current city/town members contribute, at the time of the membership request, or such annual funding as approved by the Roundtable for new members. Withdrawal of a Voting Member - Any voting member may withdraw from the Roundtable by filing a written Notice of Intent to Withdraw from the Roundtable, with the Roundtable Chairperson, at least thirty (30) days in advance of the effective date of the withdrawal. ARTICLE IV: Roundtable Operations and Support Roundtable operations shall be guided by a set of comprehensive bylaws that govern the operation, administration, funding, and management of the Roundtable and its activities. Initial Roundtable staff support shall be provided by the Cities Association of Santa Clara County. The Roundtable is expected to hire additional technical staff support as needed. ARTICLE V: Amending This Memorandum of Understanding (MOU) This Memorandum of Understanding (MOU) may be amended as follows: Step 1: Roundtable consideration of a proposed MOU amendment Any voting member of the Roundtable may propose an amendment to this MOU. The proposal shall be made at a Roundtable Regular Meeting. Once proposed and seconded by another voting member, at least two- thirds of the voting membership must approve the proposed amendment. If the proposed amendment receives at least the necessary two-thirds votes for approval, the amendment shall then be forwarded to the respective councils/boards of the Roundtable membership agencies/bodies for consideration/action. Step 2: Roundtable member agency/body consideration of a proposed MOU amendment The proposed MOU amendment must be approved by at least two-thirds of the respective councils/boards of the Roundtable member agencies/bodies by a majority vote of each of those bodies. If at least two-thirds of the member agencies/bodies approve the proposed amendment, the amendment becomes effective. If less than two-thirds of the member agencies/bodies approve the proposed MOU amendment, the proposal fails. This MOU may not be amended more than once in a calendar year. Cities Association Roundtable Packet 6/19/2018 Page 28 of 46 6 ARTICLE VI: Status of Prior Memorandums of Understanding (MOU) and Related Amendments Adoption of this Memorandum of Understanding (MOU) shall supersede and replace all prior MOU agreements and related amendments. ARTICLE VII: Memorandum of Understanding (MOU) Adoption and Effective Date This Memorandum of Understanding (MOU) shall be deemed adopted and effective upon adoption by at least two thirds of the jurisdictions listed in Article III. The effective date of this Memorandum of Understanding (MOU) shall be the date of approval by at least two-thirds of the member agencies/bodies. ARTICLE VII: Memorandum of Understanding (MOU) Adoption and Effective Date This MOU shall remain in effect so long as all of the voting following membership conditions are met: This Memorandum of Understanding (MOU) and any subsequent amendments to this document shall remain in effect indefinitely, 1. as long as the membership conditions of Item No. 3 of this Article are met, 2. until it is replaced or superseded by another Memorandum of Understanding (MOU), or 3. until the Roundtable is disbanded. Cities Association Roundtable Packet 6/19/2018 Page 29 of 46 SANTA CLARA/SANTA CRUZ COUNTIES AIRPORT/COMMUNITY ROUNDTABLE PURPOSE & BYLAWS CITIES ASSOCIATION OF SANTA CLARA COUNTY WWW.CITIESASSOCIATION.ORG ESTABLISHED & APPROVED (INSERT DATE) To address community noise concerns and make recommendations to the Regional Airports and FAA on noise related issues. Cities Association Roundtable Packet 6/19/2018 Page 30 of 46 1 Table of Contents MISSION................................................................................................................................................................ 2 PURPOSE............................................................................................................................................................... 2 BYLAWS ................................................................................................................................................................ 2 ARTICLE I. ORGANIZATION NAME ............................................................................................................................... 2 ARTICLE II. CURRENT ROUNDTABLE MEMORANDUM OF UNDERSTANDING (MOU) .......................................................... 2 ARTICLE III. MEMBERSHIP/REPRESENTATION .............................................................................................................. 3 ARTICLE IV. OFFICERS/ELECTIONS .............................................................................................................................. 4 ARTICLE V. STAFF SUPPORT ....................................................................................................................................... 5 ARTICLE VI. MEETINGS ............................................................................................................................................. 5 ARTICLE VII. SUBCOMMITTEES ................................................................................................................................... 6 ARTICLE VIII. FUNDING/BUDGET ................................................................................................................................ 7 ARTICLE IX. CONDUCT OF BUSINESS/VOTING .............................................................................................................. 8 ARTICLE X. AMENDMENTS/EFFECTIVE DATE ............................................................................................................... 8 Cities Association Roundtable Packet 6/19/2018 Page 31 of 46 2 Santa Clara/Santa Cruz Counties Airport/Community Roundtable Purpose & Bylaws MISSION Mission Statement: To Address Community noise concerns and make recommendations to the Regional Airports and FAA on noise related issues. PURPOSE The Santa Clara/Santa Cruz Counties Airport/Community Roundtable was established in 2018 to address community concerns related to noise from aircraft operating to and from, and not limited to San Francisco International Airport (SFO) and San Jose International Airport. This voluntary committee of local elected and appointed officials provides a forum for public officials, airport management, FAA staff, and airline representatives to address issues regarding aircraft noise, with public input. The Roundtable monitors a performance-based aircraft noise mitigation program, as implemented by airport staff, considers community concerns regarding relevant aircraft noise issues, and attempts to achieve additional noise mitigation through a cooperative sharing of authority brought forth by the airline industry, the FAA, airport management, and local elected officials. BYLAWS Article I. Organization Name The name of the independent public body established by a 2018 Memorandum of Understanding (MOU), (as amended) to carry out the purpose stated above, is the “Santa Clara/Santa Cruz Counties /Community Roundtable” and may be commonly referred to as the “Roundtable.” Article II. Current Roundtable Memorandum of Understanding (MOU) The purpose and objectives of the Roundtable are stated in an adopted document entitled, “Memorandum of Understanding (MOU) Providing for the Continuing Operation of the Santa Clara/Santa Cruz Counties/Community Roundtable,” as amended. The MOU is the Roundtable creation document and provides the foundation for its focus and activities. Cities Association Roundtable Packet 6/19/2018 Page 32 of 46 3 Article III. Membership/Representation 1. Any City/County in Santa Clara or Santa Cruz County is eligible to be a member of the Roundtable. The following Cities and Counties are founding members of Roundtable: City of Campbell City of Capitola City of Cupertino City of Gilroy City of Los Altos City of Los Altos Hills City of Los Gatos City of Milpitas City of Monte Sereno City of Morgan Hill City of Mountain View City of Palo Alto City of San Jose City of Santa Clara City of Santa Cruz City of Saratoga City of Scotts Valley City of Sunnyvale City of Watsonville County of Santa Clara County of Santa Cruz 2. Roundtable Representatives and their Alternates are voting members who serve on the Roundtable and are designated by each of the members listed in Article III. above. 3. The City and County representatives shall be elected officials from the Cities and Counties. Each City and County representative shall also have one Alternative which is also an elected official. The following agencies may also have a non-voting representative and an alternate to the roundtable who shall not be an elected official: • Minéta San Jose International Airport • San Francisco International Airport • Other organizations as determined 4. Roundtable Advisory Members are non-voting members that provide technical expertise and information to the Roundtable and may consist of representatives from the following: Cities Association Roundtable Packet 6/19/2018 Page 33 of 46 4 • Knowledgeable airline representatives operating at San Francisco International Airport & Minéta San Jose International Airport, • Federal Aviation Administration (FAA) Staff • Other organizations as determined by the Roundtable 5. All Representatives and Alternates who serve on the Roundtable shall serve at the pleasure of their parent bodies. 6. All appointed and elected officials who serve on the Roundtable can be removed/replaced from the Roundtable at any time by their parent bodies. However, the Roundtable encourages and recommends at least two years of service for Representatives and Alternates who serve on the Roundtable. 7. The Alternates of all Roundtable member agency/bodies shall represent their parent body at all Roundtable meetings when the designated Representative is absent. 8. If both the Representative and his/her Alternate will be absent for a Roundtable meeting, the Chair/Mayor of the member agency/body may designate a voting representative of that agency/body as a substitute for that meeting only and shall notify the Roundtable of that designation, preferably in writing, at least two days before the meeting. 9. Any city or town in Santa Clara County or Santa Cruz County that is not a member of the Roundtable may request membership on the Roundtable in accordance with the membership procedure contained in the most current version of the MOU. 10. Any member may withdraw from the Roundtable by filing a written notice of Intent to Withdraw from the Roundtable with the Roundtable Chairperson at least thirty (30) days in advance of the effective date of the withdrawal. 11. No Representative or Alternate shall receive compensation or reimbursement from the Roundtable for expenses incurred for attending any Roundtable meeting or other Roundtable functions. 12. A former member that has withdrawn its Roundtable membership must follow the same process that a new city or town in Santa Clara County or Santa Cruz County must follow to request membership in the Roundtable as described in Article III. Section 9 above. Article IV. Officers/Elections 1. The officers of the Roundtable shall consist of a Chairperson and a Vice-Chairperson. Cities Association Roundtable Packet 6/19/2018 Page 34 of 46 5 2. The Chairperson and Vice-Chairperson shall be elected by a majority of the members present at the February Meeting or the first Regular Meeting held thereafter. The term of the Chairperson and Vice-Chairperson shall not exceed twelve (12) months from the date of the election. 3. Nominations for officers of the Roundtable shall be made from the floor. 4. The Chairperson shall preside at all Regular and Special Roundtable Meetings and may call Special Meetings when necessary. 5. The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson. 6. A special election shall be called if the Chairperson and/or Vice-Chairperson are unable to serve a full term of office. 7. The Chairperson or Vice-Chairperson may be removed from office at any time by a majority vote of the members. Article V. Staff Support 1. Roundtable staff support shall be directed by the Cities Association of Santa Clara County may include staff and consultants. 2. The duties of the Roundtable Staff and consultants provided by the Cities Association of Santa Clara County shall be specified and approved as part of the Roundtable’s annual budget process. Article VI. Meetings 1. The Roundtable membership shall establish, by adopted resolution, the date, time and place for regular Roundtable meetings. Such resolution shall be adopted at the first regular meeting. 2. A majority of all voting members of the Roundtable must be present to constitute a quorum for holding a Regular or Special Roundtable Meeting. 3. If a quorum is not present at a Regular or Special Roundtable Meeting as determined by the roll call, the Chairperson may decide to: a. terminate the proceedings by declaring a quorum has not been achieved and therefore an official meeting cannot be convened, or Cities Association Roundtable Packet 6/19/2018 Page 35 of 46 6 b. delay the start of the official meeting as a means to achieve a quorum, if possible, and c. if the Chairperson chooses to delay the meeting, the Chair may ask for a consensus from the Representatives/Alternates present to hear the informational items only as noted on the meeting agenda. 4. All agendas and meeting notices for each Regular Meeting, Special Meeting, and certain Subcommittee Meetings, as defined in Article VII, shall be posted, as prescribed by law (Brown Act, California Government Code Section 5490 et seq.). 5. Each Roundtable Meeting Agenda packet shall be posted on the Roundtable Web site as soon as possible before a meeting. Article VII. Subcommittees 1. Subcommittees shall either be a Standing Subcommittee or an Ad Hoc Subcommittee which may be created, as needed, to address specific issues. The number of members appointed to a subcommittee of the Roundtable shall consist of less than a quorum of its total membership (see Article VI. Section 2, re: quorum). 2. Creation of a Standing Subcommittee or an Ad Hoc Subcommittee may be created by a majority vote of the Representative/Alternates present at a Regular Meeting. Any Member may propose the formation of a subcommittee. 3. Standing Subcommittee or Ad Hoc Subcommittee membership and number of meetings shall be based on the following: a. The Chairperson, at his or her discretion, may appoint any Roundtable Representative or Alternate to serve on a Standing Subcommittee or on an Ad Hoc Subcommittee. b. The Roundtable Chairperson and Vice-Chairperson may serve on a Sub- committee or appoint a current member of the Roundtable to serve as the Subcommittee Chairperson. The Roundtable Chairperson shall serve or appoint a Chair of the Subcommittee, and the Subcommittee shall elect the Vice-Chair. When the Chair of the Subcommittee cannot attend a Subcommittee meeting, the Subcommittee Vice- Chair may serve as the Chair for that meeting. c. Each Subcommittee shall meet as many times as necessary to study the issues identified by the Roundtable as a whole and develop and submit final recommendations regarding such issues to the full Roundtable for review/action. Cities Association Roundtable Packet 6/19/2018 Page 36 of 46 7 d. After the date on which the Roundtable has heard and taken action on an Ad Hoc Subcommittee’s final recommendation(s), the Ad Hoc Subcommittee shall cease to exist, unless the Roundtable determines that the Subcommittee must reconvene for the purposes described in this paragraph. In its action on the Ad Hoc Subcommittee recommendation(s), the Roundtable may direct the Subcommittee to reconvene, as necessary to review, refine, and/or revise all or a portion of its recommendation(s). If such action occurs, the Ad Hoc Subcommittee shall be charged with preparing and submitting a subsequent recommendation(s) to the full Roundtable for review/action. After the date on which the Roundtable has received the subsequent Ad Hoc Subcommittee recommendation(s), the Subcommittee shall cease to exist. 4. The duties of a chairperson of a Roundtable Subcommittee may include, but are not limited to, presiding over Subcommittee meetings and submitting recommendations to the full Roundtable, regarding the topics/issues addressed by the Subcommittee. Article VIII. Funding/Budget 1. The Roundtable shall be funded by its voting member agencies. Attached to the bylaws is the initial Funding allocation for each City and County. The Cities Association of Santa Clara County shall establish a Roundtable Fund that contains the funds from the member agencies and shall be the keeper of the Roundtable Fund. All Roundtable expenses shall be paid from the Roundtable Fund. 2. The amount of the annual funding for each member shall be based on the approved per capita formula and may be increased or decreased on a percentage basis at a Regular or Special Meeting by a majority vote of those members present at that meeting. 3. The Roundtable fiscal year shall be from July 1st to June 30th. 4. Roundtable Staff, in consultation with the Roundtable Chairperson, will recommend an annual funding amount for the Roundtable at least 60 days prior to the anticipated date of adoption of the annual Roundtable Budget and inform each member of their anticipated increase or decrease in funding amount. 5. The Roundtable shall adopt an annual budget at a Regular Meeting or at a Special Meeting to be held between February - April of each calendar year. The budget must be approved by a majority of the Representatives/Alternates who are present at that meeting. 6. The adopted Roundtable Budget may be amended at any time during the fiscal year, as needed. Such action shall occur at a Regular Roundtable Meeting and be approved by a majority of the Roundtable Representatives present at that meeting. Cities Association Roundtable Packet 6/19/2018 Page 37 of 46 8 7. If a member withdraws from the Roundtable, per the provisions of Article III. Section 9, the remainder of that member’s annual Roundtable funding contribution shall be forfeited, since the annual Roundtable Budget and Work Program are based on revenue provided by all Roundtable members. Article IX. Conduct of Business/Voting 1. All Roundtable Regular Meetings and Special Meetings shall be conducted per the relevant provisions in the Brown Act, California Government Code Section 54950 et seq. 2. All Roundtable Standing Subcommittees, as identified in Article VII., are considered legislative bodies, per Government Code Section 54952 (b) (Brown Act) and therefore, the conduct of Standing Subcommittee meetings shall be guided by the relevant provisions of the Brown Act, Government Code Section 54950 et seq. 3. Ad Hoc Subcommittees are not legislative bodies, as defined by law, and therefore the conduct of those Subcommittee meetings are not subject to the relevant provisions of the Brown Act, Government Code Section 54950 et seq. 4. All action items listed on the Meeting Agenda shall be acted on by a motion and a second, followed by discussion/comments from Roundtable Representatives and the public, in accordance with Robert’s Rules of Order. Approval of an action item shall require a majority of the membership. 5. Each City and County represented on the Roundtable shall have one vote on all voting matters that come before the Roundtable. 6. To ensure efficient communications and the appropriate use of Roundtable Staff and Airport Noise Abatement Office Staff resources outside of noticed Roundtable meetings, other than those requests deemed to be minor by the Chairperson, Roundtable Members shall submit all requests for assistance/information/analysis to the Chairperson. The Chairperson will determine the appropriate course of action to respond to the request and shall, if necessary, forward the request to Roundtable and/or Airport staff for action. The Chairperson shall inform the Roundtable Member of the disposition of the request in a timely manner. For requests that are outside of the Roundtable’s purview or approved Work Program, the Chairperson shall notify the Member that the request cannot be fulfilled at that time. The Vice Chairperson shall have similar authority in the Chairperson’s absence. Article X. Amendments/Effective Date 1. The Bylaws shall be adopted at a Regular or Special Roundtable Meeting by a majority of the Roundtable Representatives/Alternates present at that meeting. Cities Association Roundtable Packet 6/19/2018 Page 38 of 46 9 2. The adopted Bylaws may be amended at any Roundtable Regular or Special Meeting by a majority of the Roundtable Representatives/Alternates present at that meeting. 3. The effective date of these Bylaws and any future amended Bylaws shall be the first day after the Roundtable action to (1) adopt these Bylaws and (2) adopt all subsequent amendments to the Bylaws. _________________________________________ __________________ Roundtable Chairperson City/County of Date _________________________________________ __________________ Roundtable Vice-Chairperson City/County of Date Cities Association Roundtable Packet 6/19/2018 Page 39 of 46 City Name Population .5/.1 Target Budget San Jose 1,046,079 104,607.90$ 37,504.95$ Campbell 42,854 21,427.00$ 7,682.20$ Cupertino 59,796 29,898.00$ 10,719.29$ Gilroy 55,170 27,585.00$ 9,890.02$ Milpitas 77,604 38,802.00$ 13,911.64$ Morgan Hill 43,645 21,822.50$ 7,824.00$ Mountain View 77,925 38,962.50$ 13,969.18$ Palo Alto 66,932 33,466.00$ 11,998.53$ Santa Clara 123,983 61,991.50$ 22,225.74$ Saratoga 30,799 15,399.50$ 5,521.16$ Sunnyvale 149,831 74,915.50$ 26,859.37$ Unincorporated Santa Clara county 102,000 51,000.00$ 18,284.97$ Santa Cruz 64,465 32,232.50$ 11,556.28$ Watsonville 53,796 26,898.00$ 9,643.71$ Los Altos 31,402 15,701.00$ 5,629.26$ Los Gatos 30,505 15,252.50$ 5,468.46$ Unincorporated Santa Cruz County 140,000 70,000.00$ 25,097.02$ Los Altos Hills 8,658 4,329.00$ 1,552.07$ Monte Sereno 3,900 1,950.00$ 699.13$ Capitola 10,180 5,090.00$ 1,824.91$ Scotts Valley 11,928 5,964.00$ 2,138.27$ 697,294.40$ 250,000.00$ Santa Clara, Sunnyvale, Santa Cruz, Watsonville Large City 0.50$ Cupertino, Gilroy, Milpitas, Mountain View, Palo Alto Medium City 0.50$ Campbell, Los Altos, Los Gatos, Morgan Hill, Saratoga, Scotts Valley, Capitola Small City 0.50$ San José XL City 0.10$ Santa Clara County, Santa Cruz County (unincorporated)County 0.50$ per capita fee structure Santa Clara/Santa Cruz Community Roundtable Funding Scenerio Cities Association Roundtable Packet 6/19/2018 Page 40 of 46 Service Performance Report and Proposed Roundtable Budget for FY 2016-2017 February 1, 2017 Page 5 of 10 During FY 2015-2016, allocations were established to allow the Roundtable coordinator and interested Roundtable members to attend the UC Davis Noise Symposium, of which the Roundtable Coordinator nor members attended. Starting with the adoption of the budget for FY 2012-2013, contingency funds were allocated in order to cover unanticipated costs associated with additional work required of the technical consultants or other expenses not originally accounted for with the adoption of the budget during the course of the upcoming fiscal year. During the FY 2015-2016, no funds were utilized from either contingency allocation. PROPOSED FY 2016-2017 BUDGET BACKGROUND The Roundtable is funded by its membership. The annual membership contributions are maintained in a Roundtable Trust Fund. The County of San Mateo Planning and Building Department, on behalf of the Roundtable, manage the fund. All Roundtable expenses, such as staff support, technical support consultant contracts, office supplies/equipment, mailing/photocopying costs, etc. are paid from that fund. Any monies that are not spent each year are added as revenue to the budget for the following fiscal year. All staff support and professional consultant services are provided to the Roundtable through the County of San Mateo Planning and Building Department. The amounts for these support services are shown as budgeted expenditures in the annual Roundtable budget. BUDGET DISCUSSION The expected funding sources for the FY 2016-2017 include the following: 1) the San Francisco Airport Commission, 2) Roundtable member cities (18 cities), 3) the County of San Mateo, and 4) the City/County Association of Governments of San Mateo County (C/CAG), for a representative of the C/CAG Airport Land Use Commission (ALUC), and 5) the estimated Roundtable fund balance from FY 2015-2016. As discussed earlier, San Mateo County and the City and County of San Francisco (Airport) entered a new three-year contract on July 1, 2016 to provide the same services agreed upon with the prior contract. The renewed contract maintains SFO contributions not to exceed $220,000 per year. San Mateo County will invoice the Airport based on the financial needs of the Roundtable as outlined and approved in the annual budget. Per the Roundtable’s bylaws, the contributions for member cities and C/CAG ALUC is $1,500, and $12,000 for San Mateo County. In FY 2011-2012, the Roundtable had agreed on a temporary reduction of dues by 50% to allow financial relief during the years of recession recovery and encourage ongoing membership. Since, the Roundtable has continued to maintain the reduced amount on a year-by-year temporary basis. To maintain such for FY Cities Association Roundtable Packet 6/19/2018 Page 41 of 46 Service Performance Report and Proposed Roundtable Budget for FY 2016-2017 February 1, 2017 Page 6 of 10 2016-2017, the Roundtable will need to approve the budget acknowledging the 50% reduction. The amounts below reflects the reduced amounts: San Francisco Int’l Airport: $220,000 Member Cities (18 cities): $750 County of San Mateo: $6,000 C/CAG: $750 Expected Funding Sources A. Annual Funding from the San Francisco Airport Commission The Commission's contribution for FY 2015-2016 is $220,000. B. Annual Funding from Other Roundtable Members The annual funding amounts from the other Roundtable members (18 cities, the County of San Mateo, and C/CAG for the C/CAG Airport Land Use Committee (ALUC)) will be at the original normal fees, resulting in the following dues: Cities - $750 each; County - $6,000, and C/CAG - $750. C. Roundtable Fund Balance from the Prior Fiscal Year The Roundtable fund balance from the previous fiscal year (FY 2015-2016) is $42,435. This is the balance after closeout of all prior contract obligations from that fiscal year with the exception of the $113,000 for Coordinator Services to San Mateo County (allocated and collected in FY 2016-2017), as well as contingencies funds that were not utilized. Summary EXPECTED FUNDING 2016-2017 FUND SOURCE EXPECTED RECEIVED EXPECTED 1 San Francisco Airport Commission $175,000 $0 $220,000 2 Roundtable Member Cities (18 Cities)$13,500 $13,500 $13,500 3 County of San Mateo $6,000 $6,000 $6,000 4 C/CAG Airport Land Use Committee $750 $750 $750 5 Unused Fund Balance from Previous Year $88,809 $88,809 $42,435 TOTAL:$276,890 $109,059 $282,685 2015-2016 Cities Association Roundtable Packet 6/19/2018 Page 42 of 46 Service Performance Report and Proposed Roundtable Budget for FY 2016-2017 February 1, 2017 Page 7 of 10 Potential Funding Allocations for FY 2016-2017 A. Staff and Consultant Support Services - $269,000 Funding for staff support to the Roundtable will consist of the following: 1. Roundtable Coordinator ($113,000 per year, total $226,000). This amount represents a reimbursement to the County of San Mateo for both the prior FY 2015-2016 and current FY 2016-2017 to provide half-time Planner support to the Roundtable. This cost is the half-time loaded wage rate for a Planner III provided from San Mateo County that includes administrative support to the coordinator to conduct meetings and Roundtable business for one year. This amount allocated per year is unchanged from FY 2015-2016, however, as mentioned earlier in this report, the reimbursement for FY 2015- 2016 was not drawn during that year, and will occur in the current FY 2016- 2017. The amount reflected in the budget table is both fiscal years combined. 2. Roundtable Aviation Consultant for Technical Support ($42,000). This allocation is to cover the work performed by the Roundtable’s Aviation Technical Support. This amount reflects a reduction due to the end of BridgeNet’s work midway through the current fiscal year, and anticipates work by a new consultant starting in spring 2017. Summary B. Roundtable Administration/Operations - $6,285 1. Postage/Photocopying ($600). This amount represents a reimbursement to the County of San Mateo for costs associated with reproduction of meeting materials and postage. This amount is a reduction from FY 2015-2016, as staff has continued to reducing printed materials and encouraging use of the electronic version of the meeting packets. 2. Website ($200). This amount represents a reimbursement to the County of San Mateo for costs associated with paying website hosting dues and renewal of domain registration. This amount is unchanged from FY 2015- 2016. 2016-2017 STAFF/CONSULTANT SUPPORT ALLOCATED EXPENDED ALLOCATED $183,000 $62,934 $269,000 1 Count of San Mateo Cooridnation Services $113,000 $0 $226,000 2 Roundtable Aviation Technical Consultant $70,000 $62,934 $43,000 2015-2016 Cities Association Roundtable Packet 6/19/2018 Page 43 of 46 Service Performance Report and Proposed Roundtable Budget for FY 2016-2017 February 1, 2017 Page 8 of 10 3. Data Storage and Conference Services ($900). This amount represents a reimbursement to the County of San Mateo for the cost associated with maintaining all of the Roundtable's email system, digital files and archives to Internet based storage. The Roundtable has also begin to offer online conference services at subcommittee meeting for remote members when the location logistics allow. This amount is an increase of $100 from FY 2015- 2016 to account for increased cost of services provided. 4. Supplies/Equipment ($1,585). This amount represents a reimbursement to the County of San Mateo to provide supplies and equipment to the Roundtable Coordinator and administrative support staff when needed, as well as supplies used during meetings, including the FlyQuiet Awards in the spring. This amount is an increase from FY 2015-2016 to allow additional funding for potential equipment upgrade and/or dedicated Roundtable laptop/mobile equipment for Coordinator/staff for meeting use. 5. Video Services ($3,000). This amount represents a reimbursement to the County of San Mateo to contract video streaming services for Roundtable meetings for the remaining two meetings of the FY 2016-2017 if the Roundtable choices to offer such. While cost and logistics are still being investigated, it should be expected that the estimated cost to provide video at Roundtable meetings is $1,100 to $1,300 per meeting. Summary 2016-2017 ADMINISTRATION / OPERATIONS ALLOCATED EXPENDED ALLOCATED $3,500 $2,171 $6,285 1 Postage / Printing $1,500 $184 $600 2 Website $200 $107 $200 3 Data Storage & Conference Services $800 $806 $900 4 Miscellaneous Office Expenses/Equipment $1,000 $1,074 $1,585 5 Video Services $3,000 2015-2016 Cities Association Roundtable Packet 6/19/2018 Page 44 of 46 Service Performance Report and Proposed Roundtable Budget for FY 2016-2017 February 1, 2017 Page 9 of 10 C. Projects, Programs, and Additional Allocations - $7,400 For FY 2015-2016, the Roundtable allocated additional funds to cover expenses associated with attendance at noise conferences, TRACON field trips, and subscription to aircraft noise publications. The Roundtable also allocated funds for the Roundtable’s 35th Anniversary event, which is no longer needed in the current fiscal year. All other items will remain, however some of the allocations will reflect zero as its anticipated those allocations will not be required before the end of the fiscal year. 1. Noise Conference Attendance, Coordinator ($1,800). This amount represents a reimbursement to the Coordinator for attendance to Aircraft Noise related conferences such as the annual UC Davis Noise Symposium held in the spring. This amount is a reduction from FY 2015-2016 as its unlikely staff will attend additional conferences past the Noise Symposium. 2. Additional Noise Conferences Attendees ($4,000). This amount represents the cost associated with additional Roundtable member attendance to Aircraft Noise related conferences such as the annual UC Davis Noise Symposium held in the spring, National Organization to Insure a sound Control Environment (N.O.I.S.E.) legislative summit, and/or other aircraft noise related conferences that would be beneficial to the Roundtable. This amount should allow two to three members to attend one conference. This amount is unchanged from FY 2015-2016. 3. TRACON Field Trip ($750). This amount represents the estimated cost associated with providing transportation and lunch to members for a field trip to the NorCal TRACON facility, normally in conjunction with the Oakland Noise Forum. This amount is a reduction from FY 2015-2016, as past trends have shown the average cost to be below $750. 4. Airport Noise Report newsletter subscription ($850). This amount represents the annual subscription dues for the Roundtable to receive the Airport Noise Report to help keep Roundtable staff and members informed of news related to aircraft noise. This amount is unchanged from FY 2015-2016. 5. LAX Roundtable Attendance, Coordinator ($0). This amount represents a reimbursement to the Coordinator to attend an LAX Roundtable meeting. In the past, the Roundtable has sent the Coordinator to observe their practices and exchange information with their staff. At this time, the amount allocated is zero as the Roundtable Coordinator will not be attending an LAX Roundtable event before the end of the fiscal year. Cities Association Roundtable Packet 6/19/2018 Page 45 of 46 Service Performance Report and Proposed Roundtable Budget for FY 2016-2017 February 1, 2017 Page 10 of 10 6. Join National Organization to Insure A Sound Control Environment ($0). This amount represents the cost associated with membership with National Organization to Insure a sound Control Environment (N.O.I.S.E.). While funds were allocated in FY 2014-2015 to joining, allocations were not utilized to participate in that fiscal year. At this time the amount allocated is zero until the Roundtable has committed to participation with organization. Summary D. Contingency Funds - $0 Starting in FY 2012-2013, the Roundtable allocated the remaining uncommitted funds to be used as a contingency reserve for unanticipated work for either Roundtable staff or the Aviation consultant. However, since that time, none of the contingencies have been used, which has resulted a surplus that has grown year over year. Since it is unanticipated that any contingency reserve will be required before the end of the year, the amount reflects zero. Attachments: Expense Report and Proposed FY 2016-2017 Budget Allocations 2016-2017 PROJECTS, PROGRAMS, & ADDITIONAL ALLOCATIONS ALLOCATED EXPENDED ALLOCATED $10,850 $1,518 $7,400 1 Noise Conferences Attendance, Coordinator $3,000 $0 $1,800 2 Noise Conferences Attendance, Members $4,000 $0 $4,000 3 TRACON Field Trip(s)$1,000 $0 $750 4 Airport Noise Report subscription $850 $850 $850 5 N.O.I.S.E.$0 $0 $0 6 LAX Roundtable Attendance, Cooridnator/Staff $1,000 $0 $0 7 35th Roundtable Anniversary Event $1,000 $668 2015-2016 Cities Association Roundtable Packet 6/19/2018 Page 46 of 46 CITY OF PALO ALTO OFFICE OF THE CITY CLERK August 13, 2018 The Honorable City Council Palo Alto, California Designation of Voting Delegate and Alternate for the League of California Cities Annual 2018 Conference, to be Held September 12-14, 2018 in Long Beach, CA The City Council should designate Mayor Kniss, Council Member Scharff, or Council Member Wolbach as the voting delegate, and the other two as alternates, for the 2018 League of California Cities Annual Conference. BACKGROUND: The League’s 2018 Annual Conference is scheduled for September 12-14, 2018 in Long Beach, CA. An important part of the Annual Conference is the Annual Business Meeting scheduled for 12:30 p.m. on Friday, September 14, 2018 at the Long Beach Convention Center. At this meeting, the League membership considers and takes action on resolutions that establish League policy. The resolutions will be agendized for Council consideration prior to the conference. In order to vote at the Annual Business Meeting, the City Council must delegate a voting delegate and could appoint up to two alternate voting delegates. At this time Mayor Kniss, Council Member Scharff, and Council Member Wolbach have been registered for the conference. Attached please find correspondence received from the League of California Cities. ATTACHMENTS: Attachment A: LOCC Sept Convention (PDF) Department Head: Beth Minor, City Clerk Page 2 City of Palo Alto (ID # 9509) City Council Staff Report Report Type: Informational Report Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Status Update on Airplane Noise Issues Title: Status Update on Airplane Noise Issues From: City Manager Lead Department: City Manager Executive Summary This memo provides a status update on issues related to airplane noise. Background At the Council Meeting of May 7, 2018, Council Member Kou moved, seconded by Council Member DuBois to: direct the Mayor to regularly assign one or more Council Members to actively participate on available community roundtables related to aircraft impacts; and direct Staff to: A. Request temporary noise monitoring from San Francisco International Airport (SFO); B. Provide support to Palo Alto Council Members participating on available community roundtables related to aircraft impacts; C. Continue to include the health impacts of aircraft noise and emissions in the City’s regional, state and federal legislative priorities and engage with policy makers and associated advocacy groups as appropriate; D. Include in the above efforts Palo Alto’s support for: i. Improvements to SFO’s Fly Quiet Program; ii. Adherence to the agreement to, whenever able, increase the altitude of aircraft over the Peninsula; iii. Maximizing the use of the BDEGA East Arrival route to SFO when possible; iv. Collaboration with other jurisdictions to develop a regional position in support system-wide solutions by the Federal Aviation Administration (FAA); v. Development of a noise-monitoring plan in concert with other jurisdictions; vi. Maximizing sequencing under current conditions and prioritizing the application of air traffic control technology to improve sequencing and aircraft management to minimize community impacts; vii. Adoption of improved metrics for airplane noise and related impacts; viii. Greater community engagement by the FAA, SFO and the San Jose International Airport (SJC); City of Palo Alto Page 2 E. Bring to Council as fast as possible a plan for a litigation strategy in support of procedural changes affecting Palo Alto and investigate the best approach for filing timely lawsuits within 60 days of an appropriate new event: i. Work on forming a multi-city legal alliance; ii. ii. Define a process to monitor FAA flight path changes; iii. iii. Evaluate retaining technical and legal expertise; and F. Develop a system to evaluate and respond to the FAA Update on Phase Two report, November 2017 and April 2018 and future FAA Reports. MOTION AS AMENDED PASSED: 8-0 Scharff absent Discussion On May 18, 2018, the City of San José’s Ad Hoc Advisory Committee on South Flow Arrivals into Mineta San José International Airport released its Final Report. Councilmember Lydia Kou represented the City of Palo Alto on this committee. A copy of the final report is included with this memo as Attachment A. The Cities Association of Santa Clara County has proposed the creat ion of a Santa Clara/Santa Cruz Airport/Community Roundtable to serve as a venue to facilitate regional collaboration regarding aircraft noise. A resolution, bylaws and memorandum of understanding for the City of Palo Alto to join the roundtable are scheduled for consideration by the Palo Alto City Council at its meeting of August 13, 2018. The staff of the SFO Aircraft Noise Abatement Office have confirmed that SFO is prepared to partner with the City of Palo Alto on temporary noise monitoring in our area. Given Council’s direction to staff to pursue development of a noise-monitoring plan in concert with other jurisdictions, and given the particularly technical interests of some of Palo Alto’s citizens who are engaged in this topic, City staff are conducting preparatory research before approaching SFO to request an optimally informed approach to temporary noise monitoring. The City Manager remains committed to providing support to Palo Alto Councilmembers participating on community roundtables related to aircraft impacts. In late August, a new Assistant to the City Manager will be joining the staff of the City Manager’s Office with a wide portfolio of responsibilities including airplane noise. The City of Palo Alto has continued to advocate with federal policy makers regarding the significance of the health impacts of aircraft noise and emissions on our community. Our legislative advocacy representatives in Washington, D.C., Van Scoyoc Associates, have been monitoring the progress of the FAA Reauthorization bill from the U.S. House of Representatives to the U.S. Senate and championing favorable noise provisions under consideration, including coordinating with the National League of Cities and other local community advocates. The City has also formally joined the National Association to Insure a Sound Controlled Environment (N.O.I.S.E.) which advocates for reducing the impact of aviation noise on local communities. City of Palo Alto Page 3 With respect to developing a plan to review FAA procedural changes affecting Palo Alto and investigating the best approach for the consideration of filing timely lawsuits, the City Attorney has initiated discussions with the city attorneys in Santa Clara County to explore the feasibility of forming a multi-city legal alliance. In June, City staff extended the city’s contract with Freytag & Associates, LLC to ensure the city would have technical support resources available in addition to those available through the City’s contract with Richards Aviation Consultants for technical assistance regarding FAA flight path changes. In addition, the City continues to retain the firm of Kaplan Kirsch for legal expertise. City staff will provide the City Council with a more detailed status update on these elements in September 2018. The City is preparing a letter to the FAA in response to its April 2018 Further Update on Phase Two of the FAA Initiative to Address Noise Concerns of Santa Cruz/Santa Clara/S an Mateo/San Francisco Counties. City staff will produce any letters in response to future FAA Updates to the Phase Two Report within two months of the report’s issuance. Fiscal Impact There is no current budget for initiatives related to airplane noise. City staff are in the process of researching potential costs associated with tentative proposals that may be developed in the future. Attachments: Attachment A: SJC South Flow Ad Hoc Advisory Committee Final Report 1 REPORT OF THE AD HOC ADVISORY COMMITTEE ON SOUTH FLOW ARRIVALS AD HOC ADVISORY COMMITTEE ON SOUTH FLOW ARRIVALS May 18, 2018 Report of the Ad Hoc Advisory Committee on South Flow Arrivals 2 Dear Tony DiBernardo: With this letter, I convey to you the final report of the Ad Hoc Advisory Committee on South Flow Arrivals. These recommendations reflect the work of the fourteen-member Committee, over the course of eight meetings during the past six months. The focus of this Committee has been the south flow arrival path into the Norman Y. Mineta San José International Airport (SJC). During times of inclement weather, some mornings, or during frontal passages, the wind at SJC will blow from the south. For safety reasons, aircraft must take off and land into these southerly winds, requiring the airport to operate in "south flow," an alternate arrival path into SJC that allows aircraft to land and take off into the wind. During these times, aircraft have followed basic arrival and approach paths to the west of SJC over San José, Cupertino, Sunnyvale, Mountain View, Palo Alto and Santa Clara, before turning east to return to the airport. As weather changes - the airport returns to "north flow," the most common configuration, and Air Traffic Control begins directing aircraft to arrive over downtown San José. The airspace over Santa Clara County and the entire San Francisco Bay Area is one of the most complex airspace for the Federal Aviation Administration (FAA) to conduct safe flight operations. There are three major international airports as well as numerous smaller airports. The interactions of all these facilities and weather play a part in the flight procedures that are used at SJC. The focus of this Committee is on the procedures that are used for south flow arrivals at SJC. The Committee’s recommendations can succinctly be prioritized as: Fly more dispersed Western approach; Explore other approaches; Modify procedures to reduce the ground noise generated by aircraft; Implement FAA Policy Changes; Avoid noisy flight maneuvers; Implement noise management measures at SJC; Explore single regional noise reporting system. The Ad Hoc Advisory Committee reviewed and prioritized numerous noise mitigation recommendations (See Appendix A) and has listed the mitigations under the appropriate category. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 3 Having conveyed these recommendations, we request that the FAA and SJC: Evaluate and report on the consequences and impact (including noise Aviation Environmental Design Tool (AEDT) impact assessment) of each mitigation measure in Appendix A. Provide a timeline for when the committee can expect documented responses Provide written responses documenting the FAA and SJC evaluation and conclusions on the feasibility of implementing what has been requested for each recommendation Prior to the implementation of any change, consult with the Committee/Cities Association to determine which appropriate recommendations to implement, Continue to prioritize safety of flight as its number one priority; and raise the priority of ground level per flight aircraft noise so that the FAA can better mitigate the impact to our residents The Committee believes timely assessment, prioritization, and implementation of the recommendations will provide noise mitigation to the communities experiencing the impacts of noise from south flow arrivals. Sincerely, Glenn Hendricks Mayor, Sunnyvale Chair, Ad Hoc Advisory Committee on South Flow Arrivals Report of the Ad Hoc Advisory Committee on South Flow Arrivals 4 Table of Contents Acknowledgements .................................................................................................................................. 5 Background ............................................................................................................................................... 6 What Are South Flow Operations? ...................................................................................................... 6 South Flow and the NorCal Metroplex ................................................................................................ 6 Formation of the Ad Hoc Advisory Committee on South Flow Arrivals .............................................. 7 Recommendation Areas ........................................................................................................................... 8 Fly More Dispersed Western Approach ............................................................................................... 8 Explore Other Approaches ................................................................................................................. 11 Modify Procedures to Reduce the Per Flight Ground Noise Generated by Aircraft ......................... 13 Implement FAA Policy Changes ......................................................................................................... 14 Avoid Noisy Flight Maneuvers ........................................................................................................... 16 Implement Noise Management Measures at SJC .............................................................................. 17 Explore Single Regional Noise Reporting System .............................................................................. 18 Responses from the FAA ......................................................................................................................... 19 List of Committee Members ................................................................................................................... 20 List of Meeting Dates .............................................................................................................................. 21 Materials and Appendices ...................................................................................................................... 22 Appendix A: Noise Mitigation List .......................................................................................................... 23 Report of the Ad Hoc Advisory Committee on South Flow Arrivals 5 Acknowledgements The Committee would like to thank the San José City Council for initiating the Ad Hoc Advisory Committee on South Flow Arrivals, thereby demonstrating through the Committee their commitment to proactively identify mitigations to these challenges. The Committee would also like to acknowledge and thank the Federal Aviation Administration (FAA), as they have attended every meeting with knowledgeable and committed staff. Through various presentations and guest speakers, the FAA demonstrated a real effort to share information and educate the Committee and public about the complexity of the airspace among other issues. The committee feels the FAA participated in these meetings as a willing partner in search of pr actical solutions. The San José Airport staff has been fantastic and true partners in this effort. The Committee is appreciative of the meeting space and coordination provided by the staff. In particular, the Committee would like to recognize Matthew Kazmierczak, Manager of Strategy & Policy at San José International Airport for his outstanding knowledge support. I want to thank all the members of the Committee for the countless hours spent trying to problem solve such a complex issue. The calm, rational thoughtfulness that the members brought to every meeting created a great collaborative environment. Most important, the Committee wishes to thank the members of the public who attended these meetings and/or provided input. Our residents clearly showed a passion for this topic and a zeal for wanting to find transparent solutions that would work for all parties involved. They are focused on sharing their experiences, learning about the constraints and offering perspective on possible mitigations. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 6 Background A series of flight path changes have been implemented by the FAA in early 2012 that have resulted in a major westward shift and concentration of air traffic corridors. The level and intensity of aviation noise experienced by residents of Santa Clara Cou nty is dependent on various factors including proximity to existing flight paths, time of day, and weather conditions. The noise consequences from the implementation of NextGen and overall increase of flights in our region are having a negative impact on the quality of life of our residents. In response to growing community complaints and concerns about aviation noise, Committee members request that the FAA assess, prioritize and implement timely noise mitigation solutions, in conjunction with this Commit tee or a successor organization. WHAT ARE SOUTH FLOW OPERATIONS? Normally, aircraft at SJC land descending from the south (over parts of downtown San José) and take off heading north. However, under certain weather conditions (mostly when the wind shifts direction at the Airport and flows from the south at higher speeds), for the sake of operational safety, the FAA requires pilots of arriving aircraft to follow an arrival procedure that can take descending aircraft over parts of San José, Cupertino, Sunnyvale, Mountain View, Palo Alto and other communities as they prepare to land at SJC approaching from the north flying south. When that arrival procedure is used, air operations are in “south flow.” More recently, the use of the south flow procedure has increased significantly as wind conditions that cause the need for south flow operations have started earlier in the day and have been lasting longer. Since 2015, new air traffic control technology installed by the FAA and in aircraft have resulted in more precise and narrowly concentrated arrival patterns, especially over San José, Sunnyvale, Cupertino, Mountain View, and Palo Alto. Use of the NextGen technology has increased per-flight, noise for residents. While this may have reduced noise for some residents, noise has increased for those residents living directly under the more precise arrival and approach flight paths. SOUTH FLOW AND THE N ORCAL METROPLEX The FAA has testified that Northern California is the second most complicated metroplex location after New York City for air traffic given the proximity and flight patterns of its three primary airports: San Francisco (SFO), San José (SJC), and Oakland (OAK). For safety purposes, air traffic procedures are required to maintain a safe vertical and horizontal distance from other aircrafts, as well as approach and departure flight paths. FAA staff has presented that a south flow arrival approach is a more com plicated procedure than north flow given its proximity to other flight procedures for SFO traffic, and as such, it is a less preferred procedure when compared with north flow. The FAA stated that they only switch to south flow when wind and weather conditions require it. The preferred approach is north flow where planes approach SJC from the south flying north, as there is less air traffic from other airports. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 7 FORMATION OF THE AD HOC ADVISORY COMMITT EE ON SOUTH FLOW ARR IVALS In November 2016, Sunnyvale and Mountain View residents attended the SJC Airport Commission meeting to ask the Commission to address their noise concerns. The Commission requested staff to write the FAA to ask for solutions to address the south flow noise issue. While the FAA responded to staff’s correspondence, the response offered no adjustments in the procedure. Sunnyvale, Mountain View and Palo Alto residents returned to the Commission in February 2017 to request the Commission’s support for the formation of a body to address south flow noise issues. In response, the Commission voted unanimously to recommend the formation of a body that included FAA participation. In March 2017, the Airport hosted a meeting organized by Congressman Ro Khanna’s office. Elected officials from Sunnyvale, Mountain View, Cupertino, San José, the FAA, and the Airport attended to discuss the south flow issue and possible solutions. There was consensus that it would be constructive to have public information and discussion forums to understand why the south flow procedure is used and to review possible solutions to reduce the noise for the most impacted residents. The FAA and the Airport agreed to participate in the forums. In response to the SJC Commission’s recommendation, Airport staff reviewed the formation and structure of the SFO Select Committee on South Bay Arrivals, which was an ad hoc noise committee formed in May 2016 by Congresswoman Anna Eshoo, Congresswoman Jackie Speier, and former Congressman Sam Farr. The Select Committee brought together el ected officials from the jurisdictions of three counties to look at the noise impacts of the FAA’s 2015 implementation of its NextGen technology. The Committee ultimately made a series of consensus-based recommendations before disbanding in November 2016. The three Congressional offices endorsed and transmitted the Committee’s recommendations to the FAA for review. In reviewing the Select Committee model, Airport staff determined that the ad hoc model is a good process for conducting a regional discussion on possible solutions to address the noise impacts of the south flow procedure at SJC. Based on this, the City of San José formed the Ad Hoc Advisory Committee on South Flow Arrivals to discuss possible solutions. The Committee is an advisory body with no legal authority. Its purpose is to provide potentially feasible and consensus-based recommendations to the FAA to mitigate the noise impacts of the south flow procedure. To encourage inclusiveness and consensus, all Santa Clara County cities were invited to participate on the Committee. FAA staff and San José Airport staff have also participated in the discussions with the FAA providing technical support and the Airport providing non-technical support. These meetings have produced the recommendations that follow. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 8 Recommendation Areas FLY MORE DISPERSED W ESTERN APPROACH Prior to the implementation of Metroplex/NextGen, aircraft were dispersed over a broader area of air space thereby limiting concentrated negative effects on residents and neighborhoods. A d ramatic increase in noise complaints resulted from the implementation of NextGen, a program which switched a radar-based approach to a GPS approach, which also resulted in the use of Required Navigation Performance (RNP) and Optimal Profile Descent (OPD). These tools and procedures create a concentration of flight paths, referred to as a “rail” over specific neighborhoods and homes as shown in Figure 2, where residents bear the brunt of ground effect noise. The FAA has stated that having a predictable, repeatable and consistent set of procedures improves safety, workload and communication for aircraft preparing for landings. The Committee has reason to believe that if nothing is done to address dispersion, over time still more concentration will occur. Appendix A identifies many suggestions for “how” to achieve a more dispersed Western approach. (See spreadsheet items Q through CC). The Ad Hoc Advisory Committee is requesting written responses from the FAA to these items. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 9 Request to the FAA 1: The Ad Hoc Advisory Committee requests the FAA to explore options and procedure changes that will still allow for the safe landing of aircraft at SJC AND return to a more dispersed distribution of aircraft. (Using the success criteria listed below) Dispersion of the existing air traffic can mean different things in each of the impacted cities. Directionally the Committee recommends that the FAA drive towards: 1) do not route airplanes over narrow rails; 2) reversion to ground noise patterns prior to 2012 in the same geographic proportions as before. Without being prescriptive of “how” to achieve dispersion of the existing air traffic over each city, the following details will try and define success criteria for dispersion of aircraft over each city. San José The City of San José does not have a prescription for the dispersion of aircraft on the western south flow approach to the SJC. Cupertino For the City of Cupertino – dispersion would mean that flight paths are distributed and not concentrated over a narrow flight path. Current south flow flight paths appear to be from JESEN to ZORSA and not from JESEN to PUCKK, or from JESEN to any point between waypoints ZORSA and PUCKK. It would be preferable for flight paths to be more evenly distributed between JESEN/ZORS A flight paths and JESEN/PUCKK flight paths. Alternative flight paths from JESEN to any point between waypoints ZORSA and PUCKK may also be good options for achieving dispersion and avoiding narrow flight path concentrations Sunnyvale For the City of Sunnyvale, dispersion would mean even distribution of the existing aircraft between the ZORSA and PUCKK waypoints. Not that aircraft would fly over these specific points, but rather use these waypoints (ZORSA and PUCKK) as an eastern and western outside logical boundary of where aircraft would fly over the city. Define a set of procedures, rules or processes, that would enable FAA to safely and equivalently distribute traffic over Sunnyvale between these two designated waypoints (measured over frequent interval). Mountain View For the City of Mountain View – dispersion of aircraft is essential to a solution. Two rails (straight and semi-circular) have sharply concentrated noise over Mountain View in recent years. These rails come from use of an RNP approach and a new vectoring procedure. Mountain View would like to see the dispersion that existed before 2012, even if that means returning some control to pilots. Can airplanes that are capable of turns that are tighter than the RNP turn begin their turn prior to reaching ZORSA, dispersing traffic to the East of the RNP rail? Can traffic on the STAR procedures make their turn at or after JESEN at slightly different locations and with slightly different headings, perhaps by recreating PUCKK as the terminal waypoint (infrequently reached) on the arrival Report of the Ad Hoc Advisory Committee on South Flow Arrivals 10 procedure? This could ‘spray’ traffic across Sunnyvale and Mountain View and along the length of Hwy 101 as before. Would creation of a charted visual approach help? With different procedures, could ATC contribute to these ends? Recreating the long-standing traffic patterns that existed prior to 2012 would reduce complaints significantly. Palo Alto Palo Alto wants to return to the same level of dispersion as the one that existed before NextGen and as illustrated by the Feb 2011 data presented by the FAA. It means that: Palo Alto should not get about 50% of the SJC south flow arrivals making their turn over residential communities, especially considering SFO arrivals that are highly concentrated near the MENLO waypoint due to NextGen changes Vectored flights are NOT always vectored in the exact same way (otherwise, it creates a rail corridor of vectored aircraft). Air Traffic Control (ATC) could use multiple headings to create separate vectoring paths and disperse noise. Every effort should be made to take advantage of compatible land use (e.g. industrial, commercial, water, uninhabited areas, freeways) to minimize noise over residential communities. The FAA should seek solutions at the Metroplex level to create opportun ities to decrease noise substantially for the many residents that have been affected by the NextGen changes. See items PP, QQ, RR in the Excel file. Santa Clara The City of Santa Clara is on the “Rail” in the North part of the City. The City is interested in determining how any changes would affect the City, but also finding modifications to the flight path to significantly decrease sound levels. One of the key inputs should be what an acceptable noise level is, and how can residents be empowered to have real-time information to assure that noise levels stay at acceptable levels. Are there better ways for residents to measure and report noise to the FAA (such as an App where residents can measure noise and report concerns immediately)? Report of the Ad Hoc Advisory Committee on South Flow Arrivals 11 EXPLORE OTHER APPROA CHES When the south flow arrival pattern is initiated for SJC, most traffic flies toward and through the ZORSA waypoint over San José, Cupertino, Sunnyvale, Mountain View and Palo Alto makes a right- hand turn to intersect with the final approach pattern to land. In reviewing radar data, there is some amount of traffic that lands at SJC during south flow that is vectored to land from the east. That traffic comes in and makes a left-hand turn to intersect the final approach. The FAA has told the Committee that vectoring is only used to sequence airplanes and that they do not vector airplanes for noise. The Committee notes that if the FAA is successful at reducing the need for vectoring in the future, south flow traffic currently being vectored to the eastern approach will by default, be shifted to the western approach. Request to the FAA 2A: The Ad Hoc Advisory Committee requests the FAA maintain the use of the Eastern vectoring for south flow arrivals as much as operationally feasible. This is an important tool in the controller’s toolkit. Request to the FAA 2B: The Ad Hoc Advisory Committee requests the FAA study the usage of the Eastern vectoring for south flow arrivals for the past 5 years and provide an explanation for any changes, increases and/or decreases. Request to the FAA 2C: The Ad Hoc Advisory Committee requests the FAA to document why, when, and how an Eastern vectoring is used into SJC during south flow. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 12 Request to the FAA 2D: The Ad Hoc Advisory Committee requests the FAA to explore a Chartered Visual Approaches from the east and west. See item V in Appendix A. Milpitas Maintaining the current frequency of use of the Eastern approach ensures that we are not “just” moving ground level impacting noise to other residential communities. The Ad Hoc Advisory Committee requests that should there be increased flight volume at SJC, the FAA implement an equal dispersing of those flights to all approaches so that one zone or area of commu nities is not burdened. San José The City of San José strongly opposes any prescription for dispersion that would move more aircraft towards an Eastern approach to SJC during south flow. A move to fly more aircraft than currently diverted onto an Eastern approach has the potential to put more aircraft over some of the lower-income communities of San José and could present environmental justice and socioeconomic fairness concerns. When aircraft are in the normal north flow approach to SJC, San José residents already experience the largest share of aircraft noise, some 85 percent of the time. Appendix A identifies suggestions for “how” this might be accomplished. (See spreadsheet items M , N, and P). The Ad Hoc Advisory Committee is requesting written responses from the FAA to these items. Regardless of the outcome of this evaluation, the Committee requests the FAA not lose or stop the vectored approach that some aircraft currently use to approach and land at SJC. It is important we do not reduce the amount of traffic using this path. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 13 MODIFY PROCEDURES TO REDUCE THE PER FLIGH T GROUND NOISE GENER ATED BY AIRCRAFT The objective the Ad Hoc Advisory Committee is to achieve the reduction and/or mitigation of ground level per flight impacting noise from aircraft. Items A through K from the spreadsheet are suggestions for how to achieve noise reduction. Per information that was provided by the FAA at the April 13, 2018 Ad Hoc Advisory Committee meeting, the highest probability items to implement are D, E, F of the spreadsheet. (The FAA’s comments were not a commitment that these items could be implemented or that they would achieve the desired results.) Request to the FAA 3: The Ad Hoc Advisory Committee requests the FAA initiate a full procedure evaluation to implement item E and F, the purpose being to implement the concept of item D. These items are based on the concept that all other things being equal, “altitude is our friend,” as it relates to ground level per flight impact noise from aircraft. The higher the ai rcraft, the less its noise will impact residents on the ground. If the FAA has additional suggestions on raising aircraft altitude, these should also be included in the evaluations. The success criteria for this set of items is to safely land aircraft at SJC and keep the aircraft as high as possible for as long as possible without requiring added lift, brakes or jet thrust, while still allowing for safety, appropriate decent paths, and sequencing to land at the airport. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 14 IMPLEMENT FAA POLICY CHANGES Sound Monitoring in the Impacted Cities Since the implementation of NexGen, the FAA has not changed how it reviews noise impacts to communities. Noise impacts due to changes in aviation paths and procedures have been reviewed using noise modeling technology instead of actual measurement of noise generated from aircraft. The Committee requests the FAA monitor actual noise generated and, furthermore, establish a benchmark to measure pre and post implementation of recommended changes, thereby making it easier to analyze effectiveness. Request to the FAA 4: Implement aircraft noise monitoring (by appropriate entity) in areas throughout Santa Clara County to measure the effectiveness of noise mitigation solutions. Noise data captured by sound monitoring should be used by the FAA to validate the modeling tools the FAA uses as part of its environmental impact evaluations. The point of noise modeling is to simulate real-world conditions. The noise models used by the FAA should be calibrated ground level noise under varying weather conditions. If certain south flow flight procedures have been optimized for sound, the procedure designers should ensure that they have calibrated their procedures to the weather conditions most prevalent when those procedures are to be deployed. Appendix A identified suggestions for “how” this might be accomplished. (See items K, MM and OO). Request to the FAA 5: The Ad Hoc Advisory Committee on South Flow Arrivals is aware that for each new potential aviation route into the San Francisco Metroplex a noise simulation and prediction is/was required. The Committee requests that the FAA provide those simulation results that include predicted noise levels and all other associated data. Further, The Committee requests that when the FAA posts a procedure for public comment at the Instrument Flight Procedures (IFP) gateway, environmental analyses, including noise assessments, pertaining to that procedure shall be posted along with it, and at the same time. Improve Public Outreach In April, it was discovered that the FAA was in the process of evaluating a new approach procedure for SJC Instrument Landing System (ILS), which would take effect in July of 2018. Neither the FAA meeting representatives, Committee, or the public were awar e this change was being considered. The lack of public outreach to potential affected communities highlighted the need for transparency and improved public process and communication. Included in Appendix C are letters from the Mayors of Los Altos, Mountain View and Palo Alto concerning the lack of transparency on this issue. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 15 Request to the FAA 6A: The Committee is requesting that the FAA improve the notification mechanisms to better alert potential affected communities when procedures are being reviewed. Simply posting to the FAA’s IFP Gateway website at the National level is not sufficient to provide clear, layman understandable language and transparent information to the public. There needs to be better regional and local outreach process that informs pu blic officials and members of the public when changes are being proposed in their region. Request to the FAA 6B: The Committee is requesting the FAA to ask all affected Airlines to participate along with FAA, SJC, and interested public constituents when discussions regarding existing and proposed flight path changes are being considered for adoption. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 16 AVOID NOISY FLIGHT M ANEUVERS The Committee spent a considerable amount of time discussing and hearing from FAA, traffic control and airport officials on noise mitigation through airplane flight modifications. Committee members explored scenarios where changing airplane speed, altitude, and aircraft vectoring could have a noise reduction impact, below are the recommended mitigations: Items: A, B, C, G, H, J, K Given the technical complexity of these items, the Committee does not have a specific ranking recommendations. Instead, the success criteria is the same, which is to implement changes that allow for the continued safe flight operations of aircraft while reducing the impact of ground level per flight noise on impacted communities. Request to the FAA 7: The Committee is requesting the FAA review these suggestions and provide a written response about the feasibility of implementation. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 17 IMPLEMENT NOISE MANAGEMENT MEASURES AT SJC Mitigating noise should also be explored from an airport operator perspective. Operationally, consideration should be given to modifying arrival flight profiles and capitalizing on advanced navigational technologies, as well as reviewing noise curfews. Other noise management options include working with airlines and pilots to manage airplane noise, examples include the Fly Quiet Program, and creating a Pilot Awareness Program. Request to SJC A: The Committee recommends that the San José Airport respond to the following recommendations and provide a response on feasibility of implementation. Prioritized items DD through LL. San José Airport has provided additional information for items DD through LL in Appendix A. This information ranges from federal regulations of noise and landing requirements to the information contained in SJC’s noise reports. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 18 EXPLORE SINGLE REGIO NAL NOISE REPORTING SYSTEM The existing noise complaint system is confusing and places a significant burden on the complaint reporter, requiring fields such as aircraft type and destination airport. Before a complaint can be processed, contact information for the specific airport must be researched. A separate process exists for submitting complaints on south flow aircraft noise. This is an undue burden placed on the residents reporting noise concerns that have already been clearly defined and documented as occurring. Request to the FAA 8A (or SJC, if they are the more appropriate body): The Ad Hoc Advisory Committee requests the FAA to initiate a study to look at creating or adopting a single Aircraft Noise Reporting System for the area, including, but not limited to: Ease of reporting by the public; transparent agency analysis; agency response; and publicly access reporting results. The user interface for this system should minimize the number of “clicks” required to log a complaint. Request to the FAA 8B: The Ad Hoc Advisory Committee requests that the FAA initiate a study to use the information collected in 8A to identify and analyze noise trends that should be addressed. Report of the Ad Hoc Advisory Committee on South Flow Arrivals 19 Responses from the FAA The Ad Hoc Advisory Committee on South Flow Arrivals was designed to be limited term, starting in January 2018 and sunsetting in May 2018. The Committee believes it is important to define a contact protocol once the Ad Hoc Advisory Committee on South Flow Arrivals has concluded for the FAA to provide its response to the recommendations. Recommendation: When the FAA has any feedback on the Committee’s requests or additional questions, the FAA should contact: Matthew Kazmierczak, Manager of Strategy & Policy at San José International Airport Matthew.Kazmierczak@sanjoseca.gov Glenn Hendricks, Mayor of Sunnyvale and Committee Chair Person mayor@sunnyvale.ca.gov Andi Jordan – Cities Association of Santa Clara County andi@citiesassociation.org Depending on the information provided by the FAA, the designated contact representatives shall: Pass information on from the FAA to Committee members Post information on the Committee website hosted by SJC: https://www.flysanjose.com/Ad_Hoc_Meetings Additionally, the contacts may: Convene an informal meeting of the former Committee members Provide responses to FAA questions Other actions, as may be deemed necessary Report of the Ad Hoc Advisory Committee on South Flow Arrivals 20 List of Committee Members Councilmember Jeffery Cristina – Campbell Councilmember Savita Vaidhyanthan – Cupertino Mayor Jean (John) Mordo – Los Altos Councilmember Gary Waldeck – Los Altos Hills Councilmember Bob Nuñez – Milpitas Councilmember Rowena Turner – Monte Sereno Councilmember Rene Soring – Morgan Hill Vice Mayor Lisa Matichak – Mountain View Councilmember Lydia Kou – Palo Alto Mayor Mary-Lynne Bernald – Saratoga Councilmember Charles “Chappie” Jones – San José (Vice Chair) Councilmember Raul Peralez – San José Vice Mayor Kathy Watanabe – City of Santa Clara Mayor Glenn Hendricks – Sunnyvale (Chair) List of Committee Alternate Members Councilmember Liz Gibbons – Campbell Councilmember Steven Scharf – Cupertino Councilmember Barry Chang – Cupertino (Alternate to the Alternate) Vice Mayor Lynette Lee Eng – Los Altos Vice Mayor Marsha Grilli – Milpitas Vice Mayor Evert Wolsheimer– Monte Sereno Councilmember Larry Carr – Morgan Hill Mayor Leonard Siegel – Mountain View Vice Mayor Eric Filseth – Palo Alto Councilmember Howard Miller – Saratoga Councilmember Johnny Khamis – San José Councilmember Teresa O’Neill – City of Santa Clara Vice Mayor Larry Klein – Sunnyvale Report of the Ad Hoc Advisory Committee on South Flow Arrivals 21 List of Meeting Dates November 27, 2016 – Organizational Meeting – City of San José Committee Room January 26, 2018 – City of San José Council Chambers February 23, 2018 – SJC, Boeing Conference Room March 9, 2018 – SJC, Boeing Conference Room March 23, 2018 - SJC, Boeing Conference Room April 13, 2018 – SJC, Boeing Conference Room April 27, 2018 – SJC, Boeing Conference Room May 18, 2018 – SJC, Boeing Conference Room Report of the Ad Hoc Advisory Committee on South Flow Arrivals 22 Materials and Appendices Appendix A: Noise Mitigation List Appendix B: Meeting Documents (link) Appendix C: Public Comments (link) Links to YouTube videos of the Committee Meetings: 1/26/2018 - https://www.youtube.com/watch?v=0dMAvbNpmkM 2/23/2018 - https://www.youtube.com/watch?v=PUBy6Hf0kyc 3/23/2018 - https://www.youtube.com/watch?v=u7yt72AMFeA Links to the audio recordings of the Committee Meetings are available at the SJC website: https://www.flysanjose.com/Ad_Hoc_Committee_Recordings Report of the Ad Hoc Advisory Committee on South Flow Arrivals 23 Appendix A: Noise Mitigation List Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s A Modify the way planes fly Limit speed to slowest & safest possible Limit speed to a minimum necessary for safety on approach. At 220kts, Airframe noise = Engine noise for departures. Since engine noise on arrivals is almost certainly lower than on departures for any given speed, the guidance would be to reduce the airframe noise as much as possible (until it reaches the engine noise): to do this, fly slower and cleaner. Minimum safe speed varies by airplane. It is the minium above the stall speed. Within reason, favor lower peak noise levels over shorter noise duration. During south flow, people can be indoors with windows closed. Minimizing peak noise levels will reduce the number of noticeable events indoors. B Modify the way planes fly Limit speed to lowest possible when under 4000’ Limit speed to a maximum necessary for safety on approach when airplanes are 4000’ or lower.Minimum safe speed varies by airplane. It is the minium above the stall speed. C Modify the way planes fly Glide (OPD?) Have planes glide to landing to eliminate noise from engines and minimize use of lift devices (flaps, slats) and braking devices. Is FMS or pilot in control? D Modify the way planes fly Raise altitude Raise altitude along the approach, provided airplanes do not have to fly dirtier or use jet thrust. E Modify the way planes fly Raise altitude at ZORSA Return ZORSA to 3,200’ and make it a minimum altitude, provided airplanes do not have to fly dirtier or use jet thrust. Why not? - FAA safety standards? Is the altitude at ZORSA a Minimum En Route Altitude (MEA instead of a crossing altitude)? A commercial pilot reviewing the RNP AR Z approach said that he wouldn’t be surprised if the 3000' altitude was programmed into the FMS. We should be able to determine this. The FAA Design Guide for OPD procedures advocates 'path flexibility' as a means to enable airplanes to descend efficiently and at a quiet idle. The fewer constraints in OPD paths and arrival procedures, the more freedom planes will have to descend efficiently and quietly. F Modify the way planes fly Relax altitude at HITIR Relax the altitude requirements at HITIR from exactly 4000’ to at or above 4000’. Use the additional altitude to reduce the need for lift devices and thrust during the remainder of the approach over residential areas. The FAA Design Guide for OPD procedures advocates 'path flexibility' as a means to enable airplanes to descend efficiently and at a quiet idle. The fewer constraints in OPD paths and arrival procedures, the more freedom planes will have to descend efficiently and quietly. G Modify the way planes fly Relax altitude and speed at HITIR Allow planes to arrive at HITIR at altitudes and speeds that allow them to reach the Bay without flying dirty or using thrust. The FAA Design Guide for OPD procedures advocates 'path flexibility' as a means to enable airplanes to descend efficiently and at a quiet idle. The fewer constraints in OPD paths and arrival procedures, the more freedom planes will have to descend efficiently and quietly. H Modify the way planes fly Optimize descent profile to HITIR (OPD?) The FAA should initiate R&D to enable ATC procedures that would encourage vectored airplanes to descend at a glide. I Modify the way planes fly Use gradual, smooth descent (OPD) Have planes gradually descend along a smooth descent flight pattern to limit stepping and the need for engine changes to maintain altitude. Need to determine the amount of stepping that is currently occurring and where it is occurring. Need to understand how low a plane should go over which areas even with no steps. 1 of 7 5/25/2018 Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s J Modify the way planes fly Limit or defer flight procedures that are noisy Design arrival and departure procedures to minimize noise. Establish noise monitors in entire low altitude areas around airport. Compare noise as measured on the ground under varying weather conditions for procedures when 1) flown by pilots and 2) flown by flight management systems. Report results, along with 3) the modeled noise prediction(s). Are we measuring when FMS or pilot controls? What design data is available to route designers? Which flights are noisier? Why? The definition of a noisy procedure needs to be clarified - start with use of lift devices, braking devices and jet thrust. How will we measure this? We need to get long-term, reliable and government acknowledged noise monitoring. Per the FAA, the FAA's noise modeling tool, AEDT version 2d, is being improved. Later this year, AEDT version 3a is "Seeking to improve abilities at lower DNL. Improving takeoff weight and thrust modeling; Improving aircraft performance module". AEDT4 will "incorporate airframe noise more explicitly" in a post 2020 release. Source: Dr. James Hileman presentation, 2/27/18. K Modify the way planes fly Optimize procedures for noise Optimize all arrival and approach procedures for noise assuming the weather expected when the procedures are to be deployed. Bring focus to the 75% of flights that do not fly the RNP approach. How? One idea: Allow aircraft to arrive at different altitudes at HITIR. Use the additional altitude to reduce the need for lift devices and thrust during the remainder of the approach over residential areas. Especially appropriate for vectored flights. When optimizing for noise, procedure designers should factor in weather expectations, and should assume the wind direction, wind speed and temperature that are most common when the procedures are to be deployed. South flow is used in the cooler winter months and is only triggered when a tailwind of 5 knots or more is expected. L Modify flight paths Change RNP path Move RNP path North (over Bay not over other cities) to reduce noise. Also disperse flights along rails (Western rail and turning rail.) Better yet, eliminate the RNP path which would eliminate the rail. Preliminary DB meter noise readings are indicating that the RNP path is louder than the planes flygint the ILS path. The tight turning radius seems to create more noise for many of these planes. If no mitigation is accomplished for the RNP, then more and more planes will be shifted to this very loud flight path. This flight path has been built on efficiency only, and disregards the excessive noise created for residents under this tight turning loop. M Modify flight paths Move turn over Bay Move flights from the SW in their Northern turn over the Bay. Current, published flight path exists, but is no longer frequently used. MV/LA consultant is working on a potential path. Expanding the Northern loop only helps if it also means altitude is raised over the cities. - - Potential of moving noise over another city or different group of residents. N Modify flight paths New path from East Create a new path that approaches airport from the East. An East approach leads to significantly less residential noise compared to South flow flights approching from the West - flights approaching from the West fly over at minimum 15 miles of dense residential areas. Eastern approachs would be approx 1 mile of residential with the remainder generally industrial. In 2015, an analysis of FAA FOIA data shows that 32% of the South flow flights approached SJC from an easterly direction. This percentatge is decreasing with time, and these planes are being "rolled" into the rail. These Eastern approaches need to be preseved, and not reduced. Examination of an East approach into SJC was recommended as a possible noise mitigation by the FAA The East route would shorten the path and increase flight efficiency for planes originating from the East side of the United States Planes already fly these East routes. ++ Moves South flow traffic from SJ, Cup, SV & MV to over the Bay. P Modify flight paths Community defined flight paths Where does the community want the planes to fly?The community is united in asking for flights to be dispersed as they were prior to 2012. 2 of 7 5/25/2018 Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s Q Disperse flights Revert to pre- 2012 paths and dispersion Manually disperse flights paths to pre-2012 levels, or create and publish multiple flight paths that will accomplish similar dispersion such as reverting the waypoints back to pre-2012 waypoints/flight paths. The FAA stated that safety will always be better with an RNAV approach than with vectoring. Is there a study that proves this claim? Also, health needs to be considered along with safety. The health effects of fine particulate matter from airplanes being concentrated on a narrow band of residents are being studied and those findings should be factored in. The prior dispersed flight paths were safe and successful for decades. The current flight mix and volumen at SJC is similar to the mix and volume that existe during the dot com boom so dispersion should be achievable again. R Disperse flights New parallel flight paths to West Create additional flight paths to the West of current paths by vectoring planes toward different locations along the Bay. The objective is to reduce the number of flights flying the rail that takes planes from JESEN to ZORSA and beyond along the same heading into Palo Alto. Planes would be vectored off this rail at different locations and with different headings, resulting in their crossing Hwy 101 at locations along its length. - - Flights over the Santa Cruz mountains are more turbulent. S Disperse flights New parallel flight paths to East (fan out flight paths) On the STAR Arrival procedures, recast ZORSA and HITIR as fly-by waypoints. Relocate HITIR to be as close to JESEN as possible or perhaps eliminate it. If design criteria prohibit this, terminate the STAR procedures at JESEN. A fly-over waypoint concentrates flights. Today ZORSA is located to accommodate the turning radius of the largest planes. As a fly-by waypoint, smaller planes could turn sooner, dispersing the flights. By moving or eliminating HITIR maximum dispersion would be possible after JESEN. Recasting ZORSA and HITIR as fly-by waypoints on the RAZRR and SILCN STAR procedures would permit airplanes to begin their turns to the Bay as soon as possible after JESEN, based on the turning radiuses of those airplanes and the programming of their FMS'es. This would reintroduce some dispersion as planes 'peel off the rail' early and at different places. T Disperse flights Automate dispersion Modify the NextGen system to automatically disperse flights. Automated dispersion addresses safety, efficiency, and noise. Automated dispersion addresses safety, efficiency, and noise. It will create safe dispersion. If flight dispersion is required, then technology to automate that dispersion will be developed. For effective noise mitigation, flight paths miles wide are needed (because of the way airplane noise travels). Dispersion will stop the rail from disproportionally impacting residents under the narrow flight paths. When residents purchased their homes, they made decisions based on historical flight paths, now those flight paths have been shifted into narrow rails over residents who previously had very few or no planes flying over thier homes. The rails need to be broken. ++ Addresses safety, efficiency, and noise. U Disperse flights Use multiple flight paths Define multiple flight paths across the historic corridor and rotate planes between them. ATC would use each flight path in rotation so as not to burden any one neighborhood with all the flights. The period of rotation would be hours or maybe a day. -- Too many routes to design. V Disperse flights Charted visual flight procedures Define a western charted visual flight approach with the turn over the Bay. Define an eastern charted visual flight approach. FAA suggestion. Also an MV/LA consultant suggestion. Pilots have more discretion when flying a visual approach than when flying RNAV approaches. Issue: Many airlines issue instructions that the pilots must use the regular instrument approaches, however some airlines prefer a charted approach to pilots flying with no defined approach over an area (as is the case today for MV and Palo Alto for planes not flying the RNAV RNP approach). ++ Provides pilots with another flight path. ++ More likely to be endorsed by airlines and used by pilots. ++ Might align better with historical flight corridor because an RNAV visual approach permits a sharper turn than RNP does. - - Can only be used when visual approach can be used which may be limited when South flow is used and weather causes low visibility. 3 of 7 5/25/2018 Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s W Disperse flights Revert final waypoint to PUCKK Revert the final waypoint on the STAR procedure to PUCKK. (On JAWWS TWO) This was the final waypoint for SJC south flow in 2012. Historically, planes missed the PUCKK waypoint far more than they hit it. The expectation is that, going forward, almost all planes would peel off the procedure before reaching PUCKK, recreating the earlier dispersion. Since JESEN was not a waypoint when PUCKK was in use, flights were centered on a point ~0.25nm east of JESEN. X Disperse flights Revert final waypoint to JESEN Revert the final waypoint on the STAR procedure to JESEN (on JAWWS THREE). Remove HITIR, ZORSA and flight headings after JESEN from airplanes' Flight Management Systems databases. Encourage ATC to disperse flights. Airplanes change heading after JESEN. The idea is to allow airplanes to turn at very slightly different times and possibly slightly different headings after JESEN to break up the rail. Y Disperse flights Relax waypoints Give planes more flexibility around hitting the waypoints. The FAA Design Guide for OPD procedures advocates 'path flexibility' as a means to enable airplanes to descend efficiently and at a quiet idle. The fewer constraints in OPD paths and arrival procedures, the more freedom planes will have to descend efficiently and quietly. Z Disperse flights Move, eliminate waypoints Move or eliminate waypoints. The FAA Design Guide for OPD procedures advocates 'path flexibility' as a means to enable airplanes to descend efficiently and at a quiet idle. The fewer constraints in OPD paths and arrival procedures, the more freedom planes will have to descend efficiently and quietly. AA Disperse flights Approach tailored to plane size Define different approach paths for large and medium-to-small planes. An approach path could be created after JESEN suitable for medium-to- small planes. ZORSA could be used by large planes. Large planes need a wider turning radius than small planes. Multiple flight paths based on size would introduce some dispersion. - - Return to historic corridor over Sunnyvale. - - Too many routes to design. BB Disperse flights Efficiency or not procedures Define two sets of procedures – one for when efficiency is demanded (which is more noisy), one for when efficiency is not required (which is less noisy). During non-peak hours, noise-optimized procedures would be used. CC Disperse flights Discourage concentration Discourage narrow, concentrated (single line) flight paths. Stop eliminating discretionary paths. Can ATC (Flight Controllers) do this? How? DD Penalize noise Expand noise curfew hours Change curfew hours to 10:00 pm - 6:30 am (from 11:30 pm - 6:30 am) perhaps just when using South flow is being used. Curfew hours only prohibit noisy flights from using the airport during those hours. Quiet flight can still use the airport during curfew hours. Exceptions exist for weather, mechanical, etc. issues. SJC is grandfathered into having a curfew. No new curfews can be established. Grandfathered curfews are not likely to allowed to change. Which entity controls the curfew at the airport - SJC. What would be done with the money collected - SJC collects. How would changing the curfew impact the overall schedule for SJC - Very little. Airport: Not directly related to south flow arrivals. The Federal Aircraft Noise Capacity Act (ANCA) of 1990 controls Noise Ordinances. This act does not permit the enactment of increased restriction to airport flight/noise restrictions without federal approval, which has been withheld in all cases to-date. Given this, the Airport does not have the authority to make the curfew more restrictive. EE Penalize noise Increase noise curfew violation fines SJC defines the fines and f\ines exist. $2,500 per occurrence, with many exceptions granted. Very few aircraft are not allowed to fly at night.Airport: See answer to DD FF Penalize noise Base landing fees on noise generated during arrival What would be done with the money collected? How do we determine the definition of noise that should be charged a fee? How can this be measured? Airport authority controls the landing fees at SJC. Airport: See answer to DD 4 of 7 5/25/2018 Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s GG Penalize noise Require Airbus 320 air deflectors Require Airbus 320 family to install “wake vortex generators” Other cities have done this. Who controls the authority to require this? UA started their retrofit in Nov 2017. SJC can impose limits of use & fines. At a recent SFO Roundtable, SFO staff suggested they had some ideas for how to encourage airlines to install vortex generators if they were initially reluctant. Discuss with them. Airport: The SFO Select Committee made a recommendation that the FAA require operators of the A320 family to install "wake vortex generators", however the FAA response was that this was outside their area of authority. SJC estimates that roughly 6.7% of south flow flights are from this family of aircraft. - - A given airline would have to do this to their entire fleet of the aircraft type as they don’t know which aircraft will end up on a specific flight. HH Penalize noise Require curfew violation reporting Require flights landing during the noise curfew to report online what is causing them to violate the noise curfew in advance of their landing. How will they know that a problem exists? What is a quiet vs. a noisy procedure? What is definition to use? What would they do if it did? Need to model noise and use model to decide if exceeded. Easy to say that a 'safety' issue caused it. At the Airplane Noise Symposium in Long Beach in late February, it was reported that one airport had success with this approach. Airport: Noise curfew violations are posted online. https://www.flysanjose.com/noise-reports II Reward quiet Incentives Provide incentives to airlines to fly quieter. Need to define definition of quieter. What incentives and how are they funded? dBA is the accepted unit of measurement. Individual cities have their own limits FAA has limits too, but allows "emergency procedures". Airport: See answer to DD JJ Change SJC operations to reduce noise Remove displaced runway designation Remove the displaced runway designation at SJC in order to make use of full runway so that reverse flow might not need to be used so often. This may not be achievable because of the height of buildings in downtown SJ. And, the community does not want a longer runway to lead to bigger airplanes.- - Very expensive KK1 Change SJC operations to reduce noise Use GBAS GBAS (Ground-Based Augmentation System) is a system that augments the primary airport systems and provides enhanced management of all phases of approach, landing, departure and surface operations. It can result in differentiated landing positions on a runway. Is this still at the beginning (experimental) phase? How long until this is ready for full use? Airport: According to an FAA report dated September 2017 Honeywell has an operational CAT I GBAS system available at Newark and Houston as Non‐Federal systems (airport sponsored). Current airlines utilizing this system at these two airports which also operate at SJC are United, Delta, Lufthansa and British Airways. However, only select planes have the necessary equipment to utilize the system and runway length matters. It's still very much in development and testing. CAT II/III systems are not yet operational. Boeing is also testing a GBAS system. Airport: Initial reports are that if a runway is long enough, it may lower overall noise impacts in some communities due to the shifting of the approach path. It's probably important to understand that the installations currently using GBAS or piloting GBAS are all large hub airports, which serve as a hub for a commercial airlines or are participating as part of R&D. As an example EWR and IAH are both hubs for United Airlines, as is SFO, which is currently conducting a pilot program. Since this is a non‐federal program the airlines and airports are paying not only for the installation but also the maintenance of GBAS. These costs may be prohibitive for a medium hub airport, especially one without an airline hub. =-- SJC - While GBAS may potentially lower noise around some airports, given the flight path and runway length, it is questionable if GBAS is feasible for SJC. KK2 Change SJC operations to reduce noise Trigger when greater than 5 knots Trigger South flow operations when wind is at 6 knots, or 7 knots, or 8 knots, or 9 knots, or 10 knots. (Use highest safe value) MV/LA consultant has indicated that the FAA is looking at increasing the trigger to 10 knots at all airports. There should be a special study commissioned by the FAA for SJC to determine whether a limit of 6, 7 or more knots could be feasible given SJC's specific runway length and other constraints. FAA: The wind and FAA Order 7110.65 determine the active runway at SJC. In accordance with paragraph 3-5-1 of FAA Order 7110.65, when there is a tailwind of 5 knots or more, SJC Tower must utilize RWY 12. This is the least favorable configuration for both the Tower and TRACON and it is not utilized more than is necessary. LL Change SJC operations to reduce noise Monitor noise Monitor noise North, East and West of the airport at various distances from the airport on an ongoing basis. It is essential to understand noise (from monitors) 5 of 7 5/25/2018 Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s MM Change FAA operations to reduce noise Stricter rules for ground noise FAA to change its procedure development process to introduce optimization of proposed flight plates for noise, even for changes that are not judged to be 'significant'. This might be a methodology change within the FAA process for review of procedure changes. Draft flight plates should be reviewed by a team of noise specialists to see if their proposals can be further optimized for noise before publishing them for review. The Committee heard from an FAA procedure designer that if a procedure is not at risk of violating FAA noise thresholds, the designers need not optimize for noise. NN Change FAA operations to reduce noise Change when information is provided to pilot ATC must provides information to pilot sooner. What Information? How will this impact noise to our residents? Is a safety consideration - need to keep pilot load light as possible on approach and landing. OO Change FAA operations to reduce noise Model changes for noise Model all changes prior to implementation in order to minimize noise impact on residents. Assume varying weather conditions. Ground noise monitors should be used to validate the models. Use theoretical models and compare computer predicted flight maneuvers with actual flight simulators to align with what pilots are really doing. Ground monitors should be used to validate the simulation predictions. To understand the real-world noise impact, varying weather conditions must be assumed, particularly given the tight constraints imposed by Precision Based Navigation (PBN). PP Provide SJC with more airspace Reduce SFO BDEGA West arrivals into SFO Route more SFO arrivals through the BDEGA East over the Bay so that there are fewer BDEGA West arrivals from the North. If moving SFO traffic provides more space for SJC, utilize this for dispersion purposes. Balanced Runway usage is the goal. But the reality is that if a quieter runway is free, they should use it. QQ Provide SJC with more airspace Route SFO SERFR South arrivals over South East corner of Bay Have SERFR South arrivals join DYAMD or fly a similar route parallel to and/or above DYAMD. If moving SFO traffic provides more space for SJC, utilize this for dispersion purposes. Could also address the noise problem of SJC BRIXX arrivals since BRIXX altitude could be increased because SERFR would no longer be a constraint. BRIXX is a SJC arrival route that flies under SERFR. RR Provide SJC with more airspace Route SFO West oceanic arrivals to BDEGA over ocean and change vectors of BDEGA West arrivals Have SFO oceanic arrivals from the West join BDEGA over the ocean West of the Golden Gate Bridge rather than use MENLO. SJC South Flow would then only compete with BDEGA West arrivals. Vector BDEGA West arrivals to maximize vertical and lateral separations for aircraft flying in opposite directions (BDEGA flights going North and SJC flights going South). If moving SFO traffic provides more space for SJC, utilize this for dispersion purposes. This is the Golden Gate 7 approach Must be done with adequate time to reprogram FMS. ++ Cost, if done soon after takeoff, would be almost non-existent. -- Last minute changes can impose errors. SS Provide SJC with more airspace SJC use SFO space when SFO changes pattern Allow SJC to use some SFO airspace when SFO changes their landing pattern, since SFO flights are at high altitudes when they are close to SJC. Needs to be coordinated with Nor Cal TRACON. Need to carefully model all possibilities. -- SFO might ask for more of SJC airspace in return 6 of 7 5/25/2018 Appendix A: Noise Mitigation List from the Ad Hoc Advisory Committee Su g g e s t i o n Ca t e g o r y o f Pr o p o s e d Ch a n g e Hi g h L e v e l De s c r i p t i o n De t a i l s N o t e s & Qu e s t i o n s FA A o r S J C Re s p o n s e Po t e n t i a l + + Pr o s / - - C o n s TT Other Create technical working group Create technical working group to study each of the proposals in conjunction with the FAA. Present findings and recommendations during ad hoc committee meetings for full discussion and final recommendations. Roundtable at Cities Association which includes Santa Clara and Santa Cruz counties. Should it also include Alameda county so cities in the East Bay that currently have SJC traffic are included? UU Other Airlines requests Ask the FAA to share what the airlines requested when they asked for new procedures VV Other Environmental Assessment report Ask the FAA to share the Environmental Assessment report (data, analyses, and conclusions) for the changes in the SJC south flow procedures WW Other Vectoring over Palo Alto Ask the FAA if the SJC south flow flights that are vectored north to turn over Palo Alto come in and out of SJC airspace 1) Do some of the SJC south flow arrivals that make their turn over Palo Alto come in and out of the SJC Class C airspace? If yes, please specify the order of magnitude (% of flights) and whether these flights are reported in some Safety Reports. 2) Does the proximity of the PAO airport create a safety risk for SJC south flow arrivals that make their turns at very low altitudes (at times below 2000 ft) over parts of Palo Alto? 7 of 7 5/25/2018 City of Palo Alto (ID # 9448) City Council Staff Report Report Type: Informational Report Meeting Date: 8/13/2018 City of Palo Alto Page 1 Summary Title: Utilities Q3 FY 2018 Quarterly Report Title: Utilities FY 2018 Quarterly Report From: City Manager Lead Department: Utilities Recommendation This is an informational report and no Council action is required. Executive Summary This update (Attachment A) on water, gas, electric, wastewater collection and fiber utilities, efficiency programs, legislative/regulatory issues, utility-related capital improvement programs, operations reliability impact measures and a utility financial summary, is for the Council and Utilities Advisory Commission’s (UAC’s) information. This update has been prepared to keep the UAC and Council apprised of the major issues that are facing the water, gas, electric, wastewater collection and fiber utilities. Items of special interest this quarter include: Low snowpack this year may cause hydro operators to attempt to conserve water in case of another dry year in 2019. This would impact Western and Calaveras energy production (page 3). Staff expects to identify finalists in mid-July and recommend to the Council a contract award in mid to late August 2018 for the fiber to the node project (page 15). VA Palo Alto Health Care System was awarded a $383K rebate check for implementing several energy efficiency measures resulting in savings equivalent of the electricity consumed by 475 average Palo Alto homes over one year (page 15). The City began work on a multi-year infrastructure replacement and street improvement project along University Avenue and the downtown area, which we are calling Upgrade Downtown (page 17). In April, the City co-sponsored an Electric Vehicle Expo and Ride & Drive in conjunction with the 2018 Earth Day Festival and Great Race for Saving Water (page 19). A significant amount of legislation and regulation is in progress in 2018. Topics include efficient water use, renewable portfolio standards and energy data transparency (page 20). Water sales were 14% above FY 2018 budget projections, with projected additional revenues of $4.9 million (page 24). With Council approved transfers, the Operations Reserve funds for all Utilities are projected to be within guideline levels at the end of FY 2018 (page 26). City of Palo Alto Page 2 Attachments: Attachment A: Utilities Update for Third Quarter of FY 2018 Utilities Quarterly Update Third Quarter of Fiscal Year 2018 August 2018 ATTACHMENT A Quarterly Update for Third Quarter of FY 2018 August 2018 i Utilities Quarterly Update Table of Contents I. Electricity ................................................................................................................... 3 Electric Supplies ............................................................................................................................................ 3 Electric Budget and Portfolio Performance Measures for FY2018 ............................................................... 6 II. Natural Gas................................................................................................................. 9 Gas Supply Retail Rates ................................................................................................................................. 9 Gas Budget and Portfolio Performance Measures ....................................................................................... 9 III. Water ....................................................................................................................... 11 Moccasin Reservoir ..................................................................................................................................... 11 Water Availability ........................................................................................................................................ 11 Water Use ................................................................................................................................................... 12 Recycled Water Strategic Plan .................................................................................................................... 13 Water Budget Performance Measures ....................................................................................................... 13 IV. Fiber Optics .............................................................................................................. 13 Commercial Dark Fiber Service ................................................................................................................... 13 Citizen Advisory Committee ........................................................................................................................ 15 V. Public Benefit, Demand Side Management Programs and Communications ............... 15 Energy Efficiency Program Achievements .................................................................................................. 15 VI. Research and Development and Innovation .............................................................. 18 Program for Emerging Technologies ........................................................................................................... 18 Electrification Activities .............................................................................................................................. 18 VII. Legislative and Regulatory Issues .............................................................................. 19 Summary ..................................................................................................................................................... 19 State Regulatory Proceedings ..................................................................................................................... 22 VIII. Utility Financial Summary ......................................................................................... 23 Electric Utility Overview .............................................................................................................................. 23 Gas Utility Overview.................................................................................................................................... 23 Water Utility Overview ............................................................................................................................... 24 Wastewater Collection Utility Overview ..................................................................................................... 24 Fiber Optic Utility Overview ........................................................................................................................ 24 Residential Bill Comparisons ....................................................................................................................... 26 Quarterly Update for Third Quarter of FY 2018 August 2018 ii List of Figures Figure 1: Electric Supply Resource Actual and Projection, 2017 to 2019 (as of July 3, 2018) ...................... 4 Figure 2: CY 2018 Monthly Electric Supply Resource Projection (as of July 3, 2018) ................................... 5 Figure 3: Northern California Peak Electric Prices (as of July 3, 2018) ......................................................... 6 Figure 4: Q3 FY 2018 Electric Load and Resource Balance ........................................................................... 7 Figure 5: FY 2018 Electric Market Prices ....................................................................................................... 8 Figure 6: CPAU’s Gas Commodity Rates—July 2010 through March 2018 .................................................. 9 Figure 7: Natural Gas – Budget vs. Actual ..................................................................................................... 9 Figure 8: Natural Gas Prices ($/MMBtu) – Forecast vs. Actual ................................................................... 10 Figure 9: Cumulative Redwood Pipeline Cost vs. Market Benchmarks ...................................................... 10 Figure 10: Moccasin Dam ............................................................................................................................ 11 Figure 11: Hetch Hetchy Precipitation as of June 1, 2018 .......................................................................... 11 Figure 12: Tuolumne Snow Pillow and Snow Course Indices ..................................................................... 12 Figure 13: Potable Water Use ..................................................................................................................... 12 Figure 14: Water Consumption and Cost – Budget vs. Actual .................................................................... 13 List of Tables Table 1: Q3 FY 2018 Electric Load and Generation Compared to Budget Projections ................................. 7 Table 2: Q3 FY 2018 Electric Utility Supply Cost Summary ........................................................................... 8 Table 3: Status to date of all applications to the Program for Emerging Technologies ............................. 18 Table 4: Financial Projections, Q3 FY 2018 ................................................................................................. 25 Table 5: Operations Reserves, Q3 FY2018 ($000) ....................................................................................... 26 Table 6: Residential Electric Bill Comparison ($/month) ............................................................................ 26 Table 7: Residential Natural Gas Bill Comparison ($/month) ..................................................................... 26 Table 8: Residential Water Bill Comparison ($/month) .............................................................................. 27 Table 9: Residential Wastewater Collection (Sewer) Bill Comparison ($/month) ...................................... 27 Table 10: Median Residential Overall Bill Comparison ($/month) ............................................................. 27 Table 11: FY 2018 Q3 Reserve Report from the City’s Financial System (‘000) .......................................... 28 Quarterly Update for Third Quarter of FY 2018 August 2018 3 I. Electricity Electric Supplies Western Area Power Administration (Western) Issues 2017 was a historically wet year that resulted in very high reservoir levels across the state. Although the current water year has been drier than average, a series of storms in March and early April was enough to raise reservoir storage levels to slightly above long-term average levels for this time of year. But with minimal snowpack levels this year, hydro operators may nonetheless attempt to conserve water in case of another dry year in 2019. For the first three quarters of FY 2018, Western delivered 229 GWh to the City (8 GWh above long-term average levels for this period, but 76 GWh lower than the same period in FY 2017). For FY 2018 as a whole, Western is projected to supply 367 GWh (approximately equal to long-term average supply levels, but 26% below FY 2017 levels). This projection also represents a decline of 88 GWh from the projection provided in the last quarterly report. Calaveras Hydroelectric Project Issues Although storage levels at New Spicer Meadow Reservoir remain slightly above the long-term average level as of the end of May, the low snowpack levels seen this year mean that generation levels for the year are projected to be slightly below long-term average. For the first three quarters of FY 2018, Palo Alto’s share of the Calaveras project’s generation was 81 GWh (6% below the long-term average level). For FY 2018 as a whole, Calaveras is projected to supply 116 GWh (12% below long-term average levels, and 45% below FY 2017 supply levels). This projection, however, is an 8% improvement over the projection provided in the last quarterly report. Electric Load and Resource Balance The size of the committed and planned market purchases over the last calendar year (CY) (shown in Figure 1 below) reflects a historically high level of hydroelectric output, which led to large quantities of market energy sales. For CY 2017, due to hydroelectric conditions and new solar projects coming online, the City was a net seller of 100 GWh of energy on a fixed -price forward basis, and a net seller of 269 GWh of energy on a short - term (spot market) basis. For CY 2018, somewhat below average levels of hydro output are projected, and for CY 2019, approximately average levels are projected. In addition, long-term renewable resources (landfill gas, wind and solar) are projected to provide about 56% of the City’s total load. Overall elect ric supply resources were surplus to load by about 28% for CY 2017, while for CY 2018 they are projected to be 1% deficit to load and for CY 2019 9% surplus to load. However, some periods are expected to see significant surplus positions while other periods see deficit positions (see Figure 2 below). Some of the surplus positions will be sold as generic energy ahead of the prompt month while the rest will be settled in the spot market through the California Independent System Operator, thus allowing the Ci ty to retain full credit for the environmental attributes of our renewable and hydroelectric generation. Quarterly Update for Third Quarter of FY 2018 August 2018 4 Figure 1: Electric Supply Resource Actual and Projection, 2017 to 2019 (as of July 3, 2018) Quarterly Update for Third Quarter of FY 2018 August 2018 5 Figure 2: CY 2018 Monthly Electric Supply Resource Projection (as of July 3, 2018) Electric Market Price History and Projections As of July 3, 2018, the price for on-peak energy for August 2018 in Northern California was $53.38 per megawatt-hour (MWh)1, while the prices for September and October 2018 were $46.47/MWh and $41.71/MWh, respectively. These values are approximately $6/MWh higher than they were at the time of the last quarterly report.2 On-peak prices for calendar year strips are in the range of $35 to $42/MWh for 2019 through 2021. These prices are approximately $0.80/MWh higher than they were at the time of the last quarterly report. Figure 3: Northern California Peak Electric Prices (as of July 3, 2018) below illustrates historical monthly on-peak prices and projected monthly forward prices for Northern California from 2005 through 2023. 1 Note that $53 per megawatt-hour is equal to 5.3 cents per kilowatt-hour. 2 Market prices for the previous quarterly report were from March 9, 2018. Quarterly Update for Third Quarter of FY 2018 August 2018 6 Figure 3: Northern California Peak Electric Prices (as of July 3, 2018) Electric Budget and Portfolio Performance Measures for FY2018 Electric Load, Generation, and Supply Cost Summary Compared to Budget Estimates Table 1 and Figure 4 below summarize the City’s electric supply sources through the third quarter of FY 2018. Load was about 2.7% lower than budget. Solar generation (+8.3%) was above budget, however, hydro generation (-20.1%) from Calaveras and Western was below budget. CPAU had to purchase power on the spot market due to lower than expected hydro generation. Quarterly Update for Third Quarter of FY 2018 August 2018 7 Table 1: Q3 FY 2018 Electric Load and Generation Compared to Budget Projections Figure 4: Q3 FY 2018 Electric Load and Resource Balance Quarterly Update for Third Quarter of FY 2018 August 2018 8 Table 2 below shows the City of Palo Alto Utilities’ (CPAU’s) supply cost by cost category through the third quarter of FY 2018. Supply costs were $1.48 million (-2.3%) under budget primarily due to higher than expected market sales. Table 2: Q3 FY 2018 Electric Utility Supply Cost Summary Electric Market Prices Figure 5 shows monthly market prices. Electric market prices experienced fluctuations around the first quarter of FY 2018. Figure 5: FY 2018 Electric Market Prices Quarterly Update for Third Quarter of FY 2018 August 2018 9 II. Natural Gas Gas Supply Retail Rates Since July 1, 2012, the commodity portion of CPAU’s retail gas rates for all customers varies every month depending on the market price of natural gas. Figure 6 below shows the actual commodity rates charged from July 2010 through March 2018. Gas commodity rates have been fairly steady for the past few years. Figure 6: CPAU’s Gas Commodity Rates—July 2010 through March 2018 These rates can also be found on the web at: http://www.cityofpaloalto.org/civicax/filebank/documents/30399. Gas Budget and Portfolio Performance Measures Supply Volumes and Costs: Budget vs. Actual Figure 7 compares actual natural gas supply volumes and costs with the FY 2018 budget. Natural gas use through the third quarter of FY 2018 was 2% higher than the budget forecast, but costs were 14% lower than budgeted amounts. Figure 7: Natural Gas – Budget vs. Actual Quarterly Update for Third Quarter of FY 2018 August 2018 10 Figure 8 shows actual gas prices at Malin and PG&E Citygate versus forecasted gas prices. During FY 2018, gas prices have been significantly lower than forecast. Figure 8: Natural Gas Prices ($/MMBtu) – Forecast vs. Actual Value of CPAU’s Share of Redwood Pipeline Capacity Figure 9 shows the value of the Redwood gas transmission line at month-ahead market prices and the volumetric cost of using that transmission line. The Redwood pipeline allows the City to buy gas at the receipt point of Malin, Oregon and transport the gas to “PG&E Citygate”, which is normally a higher priced receipt point. The City’s share of the Redwood pipeline was a net benefit to the Gas Utility of $114,666 through the third quarter of FY 2018. This is the difference between the cumulative value of Redwood capacity of $709,618 (the difference of the monthly index prices at the ends of the Redwood pipeline in Malin, Oregon and PG&E Citygate) and the cumulative transportation cost of using the Redwood pipeline of $594,952. Quarterly Update for Third Quarter of FY 2018 August 2018 11 Figure 9: Cumulative Redwood Pipeline Cost vs. Market Benchmarks Quarterly Update for Third Quarter of FY 2018 August 2018 12 III. Water Moccasin Reservoir On March 22, 2018, five inches of rain in one day caused th e SFPUC to activate its emergency action plan at crews observed water leaking on the downstream face of Moccasin dam. In coordination with local officials, the SFPUC ordered an evacuation for all people who were potentially in harm’s way. The dam itself ne ver overtopped and remain intact although it has since been drained and is out of operation. Clean-up of debris is underway and will be followed by interim repairs. The SFPUC is working with the Division of Safety of Dams to assess longer-term improvements to the facilities. Figure 10: Moccasin Dam Water Availability The SFPUC does not anticipate a water supply shortage this year due to above normal precipitation and water available on Tuolumne River last year. Figure 11 shows the precipitation at Hetch Hetchy which ended on the median mark. Figure 11: Hetch Hetchy Precipitation as of June 1, 2018 Quarterly Update for Third Quarter of FY 2018 August 2018 13 The Sierra snowpack has melted and system storage is on target at 89% of capacity. Consistent with the expected impacts of climate change, snowpack was below normal even though precipitation was average. Figure 12 shows the accumation and then the melt of the snowpack. Figure 12: Tuolumne Snow Pillow and Snow Course Indices Water Use Palo Alto’s state-mandated water conservation target remains at zero. Water use in July through March was greater than in 2017 but has not rebounded to 2013 levels. Water use this summer will reveal more about extent to which Palo Altans invested in permanent water use reductions during the drought. Figure 13 shows the City’s monthly water purchases from the SFPUC. Figure 13: Potable Water Use Quarterly Update for Third Quarter of FY 2018 August 2018 14 Recycled Water Strategic Plan Work continues on the Northwest County Recycled Water Strategic Plan (see Staff Report 6700). Ninety percent is being funded by the SCVWD (not to exceed $1.8 million) and the remaining ten percent is being paid by all the partners of the Regional Water Quality Control Plant. The feasibility study and risk assessment of expanding the existing recycled water distribution system to the Stanford Research Par k will be presented to the UAC on August 1, 2018. Water Budget Performance Measures Figure 14 below compares actual water supply volumes and costs to the FY 2018 budget projections. Actual water use through the third quarter of FY 2018 was 11.9% higher than budget estimates. Actual supply costs through the third quarter of FY 2018 were 5.7% above budget. Figure 14: Water Consumption and Cost – Budget vs. Actual IV. Fiber Optics Commercial Dark Fiber Service The total number of commercial dark fiber customers at the end of FY 2018 Q3 decreased from 108 to 94 (93 commercial accounts and 1 City account). The total number of active dark fiber service connections serving commercial and City customers decreased from 201 at the end of the second quarter of FY 2018 to 195 at the end of the third quarter (some customers have multiple connections). The reason for these reductions is due to the expiration of some older contracts with no active connections. Commercial cu stomers generate approximately 81% of the dark fiber license revenues. Fiber Optic Network Rebuild Project The rebuild project will install new aerial duct or substructure (conduit and boxes), in addition to fiber backbone cable to increase capacity for sections of the dark fiber ring that are at or near capacity. This project will allow CPAU to meet customer requests for services. The project areas primarily cover the Stanford Research Park, Palo Alto Internet Exchange/Equinix at 529 Bryant, and Downtown areas. This project basically “overlays” new fiber over existing fiber routes in the network. Existing fiber will continue to serve City facilities and commercial dark fiber customers. Quarterly Update for Third Quarter of FY 2018 August 2018 15 2017-2021 Capital Improvement Projects The budget for the fiber rebuild project was reduced by the City Council during the Fiscal Year 2016 budg et process. The Fiscal Year 2018 budget reflects this adjustment from $2.4 million to $1.2 million. Rebuild Work Completed The route from PAIX at 529 Bryant to the Park Boulevard Substation has been completed. This phase of the project included substructure work, fiber pulling and cabinet installation. The new fiber installed for the backbone rebuild is 312-count single-mode fiber (2 x 144-count single-mode fiber, plus 24-count single-mode fiber). Upcoming work scheduled over the next 12 months: Route from Park Substation to Hansen Substation Route from Hansen Substation to Stanford Research Park Additional phases/routes to be determined. The estimated cost for the rebuild is between $500,000 and up to $1,000,000 for substructure work. Another $250,000 for the overhead portion of the work is allocated for the project. CPAU crews will perform the equipment installation, cable pulling and terminations. CPAU’s substructure contracto r will install the conduit and boxes. Fiber-to-the-Node Request for Proposal Staff is currently working on the following tasks related to fiber expansion: On August 21, 2017, the City Council directed staff to develop a business case for a municipal -provided Fiber- to-the-Node (FTTN) network. The directive asked staff to: Engage a Management Consultant (“Consultant”) to develop the business case, funding plans, identify potential partners and/or service providers; Prepare a high level network design; Engage an engineering firm to design a FTTN network including an expansion option to build a citywide Fiber-to-the-Premises (FTTP) network. Note: Engagement of an engineering firm is dependent on the outcome of the business case, identification of potent ial public-private partnership opportunities, and other findings and recommendations developed by the consultant. Another RFP may be issued to engage an engineering firm to prepare a detailed design and cost estimate for an FTTN network, including an expansion option to build a citywide FTTP network. Issuance of such an RFP would be contingent on the outcome of the business case and City Council approval to proceed. Draft ordinances that will lower the City's fiber construction costs, such as a Dig Once, String Once (a.k.a. One Touch Make Ready), Microtrenching and Multi-unit housing access. An RFP to retain a consultant was issued on May 24, 2018. The FTTN network scope of work includes the development of the business case, funding plans and regulatory assessment; identification of potential partners and/or service providers; preparation of a high-level network design; market assessment and community interest survey, and identification of draft ordinances that may incentivize private builders/operators to build in Palo Alto. Contingent on the outcome of the business case, a second RFP may Quarterly Update for Third Quarter of FY 2018 August 2018 16 be issued to engage an engineering firm to design a FTTN network, including an expansion option to build a citywide FTTP network. The RFP vendor response submittal deadline was June 28, 2018. Staff expects to identify finalists in mid-July and recommend to the Council a contract award in late August 2018. Citizen Advisory Committee Staff continues to meet on a regular basis with the committee regarding fiber and wireless initiatives. The most recent meeting of the committee occurred on April 26, 2018. The meeting included a presentation by Comcast representatives about their network upgrades in Palo Alto, in addition to new products and market development initiatives and the availability of gigabit-speed broadband and pricing. Other discussion topics with the committee included: status of the above-noted RFP; AT&T Fiber; proposed small cell projects by Verizon Wireless, Crown Castle and AT&T Mobility; Wi-Fi expansion to unserved City facilities; status of the Public Safety Point-to-Multi-Point RFQ; status of the Public Safety Mobile Network RFP, and the status of the downtown infrastructure and street improvement project. The next scheduled meeting with the committee is July 19, 2018. V. Public Benefit, Demand Side Management Programs and Communications Energy Efficiency Program Achievements Energy Efficiency Contracts Extensions On June 25, Council approved six contract amendments that will allow energy savings to continue to accrue without interruption. These six contracts are divided as one contract for the Residential sector, one for the Low Income sector, one for the Multifamily sector and three contracts for our Large Commercial and Industrial (C&I) customers. These amendments will help the City to continue on its path to meet its aggressive energy efficiency savings and sustainability goals. 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. Vice Mayor Eric Filseth Presents the VA Palo Alto Health Care System with Big Rebate Check At a recent Palo Alto Facilities Managers Meeting held at HP Inc., Vice Mayor Eric Filseth presented Dan Kulenich, the Deputy Director of the VA Palo Alto Health Care System wit h rebate check for work done at the Palo Alto VA Hospital. The VA Hospital implemented several energy efficiency measures including a campus - wide lighting retrofit and installing two large high efficiency chillers with an optimized sequence of operations. The resulting savings were 35,240 therms and 3.4 megawatt-hours of electricity. This is the equivalent of the electricity consumed by 475 average Palo Alto homes over one year! Quarterly Update for Third Quarter of FY 2018 August 2018 17 From left to right: Vice Mayor Eric Filseth, Key Account Reps Brian Ward and Josh Wallace, VA Deputy Director Dan Kulenich AB 802 Benchmarking Website As of January 1, 2017, owners of buildings in California that are greater than 50,000 square feet must comply with Assembly Bill 802: Building Energy Use Benchmarking and Public Disclosure Program. To assist Palo Alto business owners with compliance of this bill, a webpage was created on the Palo Alto website to answer questions about the bill and make it easy for building owners to request utility usage data which is needed to benchmark their buildings. The site also provides a link to the California Energy Commission website which will be updated on regular basis with more information for the building owners. Sunshares Solar Group-Buy Program - The final program results revealed that Palo Alto was the top “Outreach Partner” in the 2017 Bay Area SunShares solar group-buy program, both in terms of the number of solar contracts signed and kilowatts (kW) of rooftop solar capacity that will be installed through the program. In Palo Alto, 29 residents signed contracts for a total of 156.94 kW of rooftop solar. Customers in all nine Bay Area counties participating in the 2017 SunShares program contracted for a total of over 1 MW solar capacity. Of that total, Palo Alto’s share accounts for 14.5% of the solar capacity volume. Communications Highlights This section summarizes communications highlights, updates on major campaigns and noteworthy events. Copies of all current and past ads and bill inserts are available online at cityofpaloalto.org/UTLbillinsert Utilities 2018 Strategic Plan – An update to the Utilities Strategic Plan was completed this quarter with City Council approval on March 19. The Department is now moving into the implementation phase of the Strategic Plan. Our management team and core planning group will remain involved in the e xecution of the Strategic Direction and Priorities, engaging staff within the Department, as well as other stakeholders, for our collective success. A public-facing webpage is now available at cityofpaloalto.org/UTLstrategicplan Quarterly Update for Third Quarter of FY 2018 August 2018 18 with information on the plan, and staff is setting up an intranet website to share documents and resources internally for implementation in the Priority areas. HP Management and Staff, Mayor Kniss, Staff from Ecology Action (CPAU Empower Program) and Master Gardeners Utilities Rebate for HP Energy Efficiency Pays Back with New Sustainable Garden – In February, HP unveiled a new sustainable garden at its global headquarters in Palo Alto, partly funded by a rebate from the City of Palo Alto Utilities for an energy efficiency project at the campus. By participating in the City’s Empower Program, the company received a rebate for the energy savings and used the funds for a number of employee sustainability engagement projects, including the garden which employees will be able to tend. Mayor Liz Kniss attended the ribbon-cutting event and planted the first ceremonial plant. Upgrade Downtown - Construction Underway – The City began work on a multi-year infrastructure replacement and street improvement project along University Avenue and the downtown area, which we are calling Upgrade Downtown. Staff has developed a dedicated website for the project at upgradedowntownpa.com, as well as email newsletter for weekly project updates, phone line (650-329-2DIG) and email inbox (UpgradeDowntown@cityofpaloalto.org) to communicate updates on construction work, maps, road closures, parking, etc. Scam Utility Calls Strike Again – Phone calls from scam artists claiming to be from the Utilities Department were on the rise this quarter. Scammers targeted Palo Alto residents and businesses, demanding immediate payment for an overdue account and threatening to shut off power if a victim did not comply. Staff posted warning messages on the City’s website, social media accounts, and among the neighborhood and business community groups. New Year Reminders – Go Green in 2018 and Update Account Info – The start of a new year is always a good time to ensure account information is up-to-date and consider ways to “go green” by connecting with Utilities online and reduce paper usage. Staff distributed bill inserts with tips on how to enroll in paperless billing, follow us in social media, find helpful information on outages, safety, utility construction projects and customer service. Staff are also promoting enrollment in the Utilities e-newsletter at cityofpaloalto.org/utilitynews Quarterly Update for Third Quarter of FY 2018 August 2018 19 Event Promotion – With spring around the corner, staff ramped up promotion of Earth Day events, such as the 5th Annual Great Race for Saving Water and Earth Day Festiva l, workshops, rebates and programs for irrigation efficiency and sustainable landscape maintenance, including the Landscape Rebate Program. Events - Details and registration for all events are at cityofpaloalto.org/workshops Graywater: Laundry to Landscape Workshop – Mar 10 Silicon Valley Water Conservation Awards Ceremony – Mar 22 Designing Native Gardens Workshop – Mar 24 Great Race for Saving Water and Earth Day Festival – Apr 14 o Lawn Replacement 101 – mini workshop at Earth Day Festival o Permaculture Principles, Design and Application – mini workshop at Earth Day Festival o Easy-to-Grow Native Plants – mini workshop at Earth Day Festival VI. Research and Development and Innovation Program for Emerging Technologies CPAU’s Program for Emerging Technologies, or PET, (www.cityofpaloalto.org/UTLInnovation) provides the opportunity for local businesses and organizations to submit proposals for innovative and impactful products to CPAU for review as a prospective partner. The goal is to find and nurture creative products and services that will manage and better use electricity, gas, water and fiber optic services . From the program’s inception in June 2012 through the third quarter of FY 2018, the program has received a total of 77 applications. Table 3 below summarizes the status of all applications through the third quarter of FY 2018. Table 3: Status to date of all applications to the Program for Emerging Technologies Deadline Total Received Under Review Declined/Closed Active Completed FY 2013 13 0 11 0 2 FY 2014 15 0 11 1 3 FY 2015 15 0 11 2 2 FY 2016 14 0 9 0 5 FY 2017 10 4 3 2 2 FY 2018 10 4 4 0 1 TOTAL 77 8 49 5 15 Electrification Activities Heat Pump Water Heater Pilot Program The City launched a Heat Pump Water Heater (HPWH) pilot program in late Spring 2016 to encourage residents replace their gas water heaters with efficient HPWHs. The pilot program website provides information such as rebate levels (up to $1,500), qualifying models that meet the minimum efficiency standard required by the California Energy Commission and installation considerations. With Development Center and Utilities collaboration, the City developed a permit submittal check list for installing a HPWH. In May 2017, the program was expanded to include rebates (at a lower rate) for new construction projects as well. As of June 2018, 58 residents have signed up for the program and the City has paid a rebate to 27 households, including Quarterly Update for Third Quarter of FY 2018 August 2018 20 13 rebates paid to a new, all electric multi-family building. In April 2018 the City also co-hosted its second HPWH workshop with Passive House California, attracting over 70 participants. The City also hosted a roundtable with 20 other key stakeholders, including HPWH manufactur ers, other cities, non-profits focusing on decarbonization, CCAs, and installers. The goal of this session was to understand barriers to entry from the perspective of each group, as well as to brainstorm ways to work collaboratively to achieve market transformation. This spurred the City to work with Bayren to apply for a BAAQMD grant to design and implement a mid-stream HPWH program to help transform the market on a regional scale. This grant application, received letters of support from multiple cities, a gencies and non-profits, also hoping to participate in a program to encourage regional market transformation. EV Charger Rebate Program The City began offering rebates in March 2017 for Electric Vehicle Charging Stations installed at schools, multi - family complexes, and non-profit buildings with common area charging accommodations using funds from Low Carbon Fuel Standard (LCFS) Credits. Rebates up to $30,000 are available for schools and non -profits and up to $18,000 are available for multi-family and mixed use buildings. As of June 2018, we have paid EV charger rebates out to 5 organizations. However, staff has been working with a number of multifamily complexes and non-profits and expects participation to be much more robust in the months ahead. We currently have active applications from 7 multifamily complexes and 6 non -profits. Utilities has been working closely with the Development Center to understand, communicate and streamline the permit process as much as possible. In April, the City co-sponsored an Electric Vehicle Expo and Ride & Drive in conjunction with t he 2018 Earth Day Festival and Great Race for Saving Water. A total of 23 vehicles representing 10 different makes/models provided 164 demo rides/drives and viewing opportunities for over 200 festival attendees. Survey results indicate that the percentage of people who had a "very positive" perception of EVs jumped from 65% to 88% after the test drives, and 74% of participants indicated that their test drive helped accelerate the timing of their future EV purchase/lease. In May, we co-hosted our second EV workshop with Stanford’s Health Improvement Program in which attracted 110 attendees. In coming months we plan to update information on our webpages as well as plan more educational and outreach events for our customers. The latest ICCT (International Council On Clean Transportation) white paper on EV markets , reports that EV adoption rates in Palo Alto are still the most aggressive in the country. In 2017 the EV adoption rate in Palo Alto went from 1 in 5 new vehicles in 2016, to 1 in 3 new vehicles being EVs. VII. Legislative and Regulatory Issues While the City operates on the Fiscal Year (July through June), the State legislature and Congress operate on the Calendar Year, and federal agencies follow the Federal Fiscal Year (October to September). In order to provide accurate information in this report, staff notes here current issues, regardless of each entity’s operating year. Summary The State legislature is nearing the end of its two-year session, and we’ve already seen some bills passed and signed into law. Additionally, wildfires are a topic of importance to the legislature this year, particularly as they concern electric lines. A legislative hearing was held earlier in the year with IOUs and fire personnel to discuss Quarterly Update for Third Quarter of FY 2018 August 2018 21 electric lines possibly igniting fires, and we’ve seen some bills related to reliance to wildfires as well. These are summarized below, as are other bills tracked by CPAU. State bills Water Efficient water use bills become law SB 606 (Hertzberg) and AB 1668 (Friedman) were both passed by the legislature and signed by the Governor. Together, they set forth guidelines for efficient water use and create a framework for implementation of new efficiency standards beginning in 2022. These bills are separate from, but operate in conjunction with, the Governor’ efforts to “Make Conservation a Way of Life.” The two bills strengthen water resiliency through various provisions, including: Establishing an indoor, per person water use goal of 55 gallons per day until 2025, 52.5 gallons until 2030, then 50 gallons beginning in 2030 and thereon Providing incentives for water suppliers to recycle water Requiring water suppliers to set annual water budgets and prepare for drought AB 2370 (Holden) Lead exposure: child day care facilities: family day care homes . Requires the State to adopt regulations for the testing of drinking water at licensed child care centers to ensure that the drinking water is lead free. AB 3206 (Friedman): Water conservation: water meters: accuracy and performance standards. Requires the Energy Commission to set accuracy stand ards for water meters by 2020. Requires the State Water Board to adopt water meter sampling and testing protocols. Through CMUA, the Utilities Department is supporting this bill. SB 623 (Monning): Water quality: Safe and Affordable Drinking Water Fund. Holdover from 2017. Imposes a two year fee on the utility bills of every water customer to fund a new state program. Money is distributed to communities lacking safe drinking water. The fee amount depends on the size of the water meter. Through CMUA, the Utilities Department is opposing this bill. SB 998 (Dodd): Discontinuation of residential water service: urban and community water systems. Prohibits water systems from shutting off water for non -payment until certain steps are taken, some of which require involvement from outside entities. Through CMUA, the Utilities Department is opposing this bill. SB 1422 (Portantino): California Safe Drinking Water Act: microplastics. Requires the State Water Board to adopt regulations for the annual testing and reporting of microplastics in drinking water, regulations presumably applicable to CPAU. Electricity SB 100 (de León). California Renewables Portfolio Standard Program: emissions of greenhouse gases. Holdover from 2017 that was revived in July. Quarterly Update for Third Quarter of FY 2018 August 2018 22 Increases the 2030 Renewables Portfolio Standard target from 50% to 60%. Creates the policy of planning to meet all of the state's retail electricity supply with a mix of RPS-eligible and zero-carbon resources by December 31, 2045, for a total of 100% clean energy. AB 2450 (Quirk). Electrically conductive balloons. Requires manufactures of Mylar balloons to place a warning on the balloons about the dangerous risk of fires from balloon contact with an electrical power line. Twice in June 2018, Mylar balloons have caused a power outage in Palo Alto. Through CMUA, the Utilities Department is supporting this bill. AB 813 (Holden): Multistate regional transmission system organization: membership. Provides for the formation of a multistate regi onal transmission organization. (AKA regionalization). The bill does not address concerns surrounding benefits to the State, transmission charges, federal preemption, final governance approval, and so on. Through CMUA and NCPA, the Utilities Department is opposing this bill. AB 893 (E. Garcia): California Renewables Portfolio Standard Program. Imposes a new geothermal resource procurement mandate. Through CMUA and NCPA, the Utilities Department is opposing this bill. SB 1369 (Skinner): Energy: electrolytic hydrogen Requires the CEC to develop up to three pilot projects by January 1, 2021 to produce "green electrolytic hydrogen." Requires the CEC and CPUC to consider the existing and potential uses for electrolytic hydrogen when evaluating an integrated resource plan (IRP). In doing so, the bill creates new obligations before data may be available and before the first IRP is even due. Through CMUA, the Utilities Department is opposing this bill. Other AB 3232 (Friedman): Zero-emissions buildings and sources of heat energy. By January 2021, requires the CEC to assess the potential for the state to reduce GHG emissions from residential and commercial buildings by at least 40% below 1990 levels by January 1, 2030. AB 821 (Jackson): Emergency notification: county jurisdictions. Allows localities to develop a mechanism to access the contact information of utility accountholders for the sole purpose of enrolling residents in a county-operated public emergency warning system. Any mechanism developed would include procedures to enable any resident to opt out. Contact information a person’s name, address, phone number(s), and email address. SB 782 (Skinner): Energy data transparency. Requires utilities to assign a global unique identifier to buildings for purposes of implementing the AB 802 building benchmarking program. Legislative committee analysis notes that "developing a program of this scale is a large undertaking for electric utilities... especially for small publically owned utilities. At the end of the day the ratepayers will be paying the cost of creating a system to track and collect building specific electricity usage." Through CMUA, the Utilities Department is opposing this bill. Quarterly Update for Third Quarter of FY 2018 August 2018 23 SB 901 (Dodd): Wildfire mitigation plans and measures. Mandates POUs modify wildfire mitigation measures to include a description of the factors used to determine when it’s necessary to reenergize lines and deactivate reclosers. Measures must include notification procedures. Through CMUA, the Utilities Department is supporting this bill. Federal bills H.R. 2371 (Goser R-AZ): Western Area Power Administration Transparency Act. Requires the Western Area Power Administration (WAPA) to establish a 7 year pilot project to provide increased transparency for customers. H.R. 4858 (Eshoo D-CA): Clearing Local Impediments Makes Broadband Open to New Competition and Enhancements Act (CLIMB ONCE Act). Clarifies that the federal Pole Attachment Act does not limit the ability of a State to adopt a “one touch make ready” policy for pole attachments. H.R. 5127 (Napolitano D-CA): Water Recycling Investment and Improvement Act. Would provide financial assistance for building water recycling plants and modernizing water infrastructure . Through the Western Recycled Water Coalition, the Utilities Department is supporting this bill. S. 3157 (Thune R-SD): The STREAMLINE Small Cell Deployment Act Attempts to streamline the citing of pole attachments (small cells). State Regulatory Proceedings Below, staff notes the issues we are currently tracking or engaging in with various agencies. California Air Resources Board GHG planning targets, the Low Carbon Fuel Standard, Cap-and-Trade California Energy Commission IRP, Power Source Disclosure State Water Resources Control Board Water Loss Audits/Water Loss Control Reporting, a framework for direct potable reuse, wasteful water use The California System Operator TAC structure proposal California Public Utilities Commission While the CPUC maintains jurisdiction over IOUs and not POUs such as Palo Alto, we engage in some of their efforts. These include: IRP requirements, a GHG accounting methodology, General Order 95 (relating to overhead electric lines), utility physical security PG&E Rate Case Quarterly Update for Third Quarter of FY 2018 August 2018 24 On November 17, 2017 PG&E filed its 2019 Gas Transmission and Storage (GT&S) application, requesting a rate increase. If adopted without changes, PG&E’s rate proposal would increase Palo Alto’s costs by $1.8M per year or 13%. The proposed cost increases are largely due to the 2015 Aliso Canyon storage leak and the resulting storage field regulations effective in the near future. Additionally, PG&E’s storage facilities will require significant upgrades. Part of PG&E’s plan involves retiring older storage fields that will be too expensive to operate under the new rules and relying heavily on Independent Storage Providers (ISPs) to provide the needed storage services on the system. Palo Alto is a party to the proceeding and has joined a coalition of other parties with similar interests. Intervenor testimony was due July 20; the hearing will begin in September. VIII. Utility Financial Summary This section describes the unaudited actual financial results for FY 2018 for all Utilities funds. The Council - adopted long-term Financial Plans for the Electric, Gas, Wastewater Collection, and Water Funds have been updated for FY 2019 during the budget review process. Electric Utility Overview Sales for FY 2018 are currently projected to be 0.1% higher than budgeted, with sales revenues consequently higher than budget by about $1.5 million. Deliveries from Western and Calaveras hydroelectric resources have been higher than projected, with projected energy revenues being greater by $5 million. Other revenues, including transfers in and interest income, have been revised based upon FY 2018 actuals. Purchased electricity cost projections for FY2018 are anticipated to be $9.5 million higher than in last year’s financial plan. Other higher cost projections have stemmed from greater capital improvement costs of $5.4 million, as well as higher operations costs of $3.8 million. The net effect on reserves is currently projected to be an additional withdrawal from reserves of $2.2 million. Both the Electric Distribution and Electric Supply Operations Reserves were below the FY 2018 reserve minimum guideline levels based on these figures. In the FY18 and FY19 Financial Plans, several proposed transfers from the Hydro Rate Stabilization (up to $9 million) and Rate Stabilization reserves (up to $9 million) were proposed and approved, as well as an additional $10 million from the Electric Special Projects reserve as a short term loan. The City did not execute the transfers, but had they been performed, reserves would be above minimum levels. Based upon recent activity, current transfer projections are for the $9 million in RSR funds, but only $1 million will be needed from the Hydro Rate Stabilization reserve, and a $6 million loan from the ESP reserve. Necessary transfers will be performed at the end of FY 2018 to bring these reserves back above minimum levels. The Electric Utility CIP Re-appropriation and Commitment Reserves totaled $20.9 million at the end of Q3 FY 2018. Gas Utility Overview Current projections for Gas Utility sales in FY 2018 are slightly higher than last year’s forecast, with sales through Q3 being 1.6% above projections. However, depressed gas market prices mean than overall sales Quarterly Update for Third Quarter of FY 2018 August 2018 25 revenue will still likely match budget estimates. Capital investment cost related to the Upgrade Downtown project will substantially increase in FY 2018 with the approval of $6.7 million in additional project funding. The gas main replacement (GMR) program is in the final stages of completing a major milestone with the replacement of gas mains made from Acrylonitrile-Butadiene-Styrene (ABS) plastic. The current budget for the gas main replacement program takes into account the recent rise in construction costs. Several factors are contributing to the increase in construction costs and include economic recovery in the Bay Area, a greater focus on infrastructure improvement by many municipal agencies, and the higher demand for utility contractors within these fields. CPAU has seen the replacement cost per linear foot increase by 25% to 50% over the last couple of years. In operations costs there is a short run addition of $1 million, starting in FY 2019 for cross-bore inspections as well as general inflationary increases of around 2-3% per year. Staff projects the Gas Operations Reserve to be within guideline levels throughout the forecast period and for the Rate Stabilization Reserve to be exhausted by the end of 2019 to help smooth rate increases over sev eral years. The Gas Utility CIP Reappropriation and Commitment Reserves totaled $12.1 million at the end of Q3 FY 2018. Water Utility Overview Water usage has continued its relatively rapid post -drought recovery, and is currently 14% above projections made in the FY 2018 Financial Plan, with additional revenues projected at $4.9 million. While wat er usage is projected to plateau and possibly decline somewhat in the future, as seen in previous drought instances, the place at where that leveling off occurs is difficult to predict. Increased usage has increased purchases as well, although the costs will be more than offset by the higher than expected revenues. Staff anticipates the effort to rehabilitate mains along University Avenue will need $3 million in additional funding. The Water Operations Reserve is currently expected to be at the maximum guideline range. The Water Utility CIP Reappropriation and Commitment Reserves totaled nearly $1 6 million at the end of Q3 FY 2018. Wastewater Collection Utility Overview Staff estimates higher costs in FY 2018 than forecast. Capital improvement costs increased by around $0.8 million for main replacement project design costs not included in last year’s projections. Another contributing factor is that staff projects higher treatment costs due to increasing capital and operations costs at the RWQCP. Additionally, staff projects less revenue from connection and capacity fees and interest because actual revenues from these sources were lower than projected in FY 2017. Staff projects the Wastewater Collection Operations Reserve to be within the guideline levels for FY 2018. Should it be needed, the CIP reserve has an additional $0.98 million that could be utilized in case of emergency. The Wastewater Collection Utility CIP Reappropriation and Commitment Reserves totaled $2.9 million at the end of Q3 FY 2018. Fiber Optic Utility Overview Staff projects Fiber sales and expenses through the end of FY 2018 to be $4.7 million and $4.1 million respectively. Expenses have increased over the past few years, primarily due to the Fiber Optic System Rebuild Quarterly Update for Third Quarter of FY 2018 August 2018 26 and Upgrade Downtown CIP projects. The dark fiber network was constructed in the early 1990s. The Fiber Rebuild project is addressing several sections of the dark fiber system that have either reached capacity or are in need of repair, thus limiting the City’s ability to add new customer connections. As part of the Upgrade Downtown project, fiber conduits will be included in the joint trench on University A venue to minimize future excavation on a congested thoroughfare, thereby decreasing future construction -related inconvenience to businesses, and reducing costs by installing multiple utilities with a single project, minimizing overhead and mobilization costs. In addition, staff completed installation of fiber optic service connection for Public Works Department to monitor pump stations and creek levels at 17 locations. As shown in Table 11, the Fiber Optics Distribution Reserve and CIP Reappropriation was $24.1 million and $3.6 million respectively as of the end of Q3 FY 2018. Table 4: Financial Projections, Q3 FY 2018 Sales Volumes Revenue ($000) Expense ($000) Net Reserve Change ($000) Electric Utility Financial Plan 908,459 MWh 158,675 (158,360) 315 Current Forecast 909,595 MWh 161,151 (170,886) (9,735) Change from Financial Plan 1,136 MWh 2,476 (12,526) (10,050) 0.1% 1.5% 8.0% Gas Utility Financial Plan 27,434,000 therms 38,225 (40,098) (1,873) Current Forecast 28,091,628 therms 37,112 (42,243) (5,131) Change from Financial Plan 657,628 therms (1,113) (2,145) (3,258) 2.4% (2.9%) 5.3% Water Utility Financial Plan 4,037,731 CCF 42,391 (43,493) (1,102) Current Forecast 4,581,619 CCF 47,892 (48,956) (1,064) Change from Financial Plan 543,888 CCF 5,501 (5,463) 38 13.5% 13.0% 12.6% Wastewater Collection Utility Financial Plan 19,170 (17,613) 1,557 Current Forecast 18,692 (19,296) (605) Change from Financial Plan (478) (1,683) (2,162) (2.5%) 9.6% Fiber Optic Utility Financial Plan 4,891 (4,144) 747 Current Forecast 4,661 (4,144) 517 Change from Financial Plan (230) (4.7%) 0 0% (230) Quarterly Update for Third Quarter of FY 2018 August 2018 27 Table 5: Operations Reserves, Q3 FY2018 ($000) Electric Supply Electric Distribution Gas Water Wastewater Collection Fiber Optic * Beginning 12,891 7,022 13,549 12,735 6,393 25,420 Projected Change 3,298 3,659 (5,002) 1,006 (605) 517 FY 2018 Ending Projected 16,189 10,681 8,547 13,741 5,788 25,937 Reserve Minimum 16,164 10,091 5,698 7,016 2,686 896 Reserve Maximum 32,328 14,618 11,396 13,741 6,715 1,793 * For Fiber Optics, the Reserve is the Rate Stabilization (not the Operations) Reserve Residential Bill Comparisons Table 6: Residential Electric Bill Comparison ($/month) As of May 1, 2018 Season Usage (KWh/mo) Palo Alto PG&E Santa Clara Roseville Summer (May -Oct) 300 36.48 63.51 34.21 63.51 365 (Median) 46.78 81.50 43.08 77.27 650 100.93 161.28 75.58 153.70 1200 205.45 315.24 140.59 307.66 Table 7: Residential Natural Gas Bill Comparison ($/month) As of May 1, 2018 Season Usage (therms) Palo Alto Menlo Park, Redwood City, Mountain View, Los Altos, and Santa Clara (PG&E Zone X) Roseville (PG&E Zone S) Summer (Jun-Oct) 15 23.13 19.15 19.56 18 (Median) 25.70 22.98 25.04 30 40.97 44.75 46.97 45 61.87 72.17 74.39 Quarterly Update for Third Quarter of FY 2018 August 2018 28 Table 8: Residential Water Bill Comparison ($/month) As of May 1, 2018 Usage CCF/month Palo Alto Menlo Park Redwood City Mountain View Santa Clara Hayward 4 43.41 50.51 50.10 37.10 22.76 33.20 (Winter median) 7 65.91 73.36 70.56 57.50 39.83 54.62 (Annual median) 9 84.27 88.60 84.20 71.10 51.21 68.90 (Summer median) 14 130.17 126.70 128.86 105.10 79.66 106.51 25 231.15 210.50 247.97 220.70 142.25 199.02 Based on the FY 2013 BAWSCA survey, the fraction of SFPUC as the source of potable water supply was 100% for Palo Alto, 95% for Menlo Park, 100% for Redwood City, 87% for Mountain View, 10% for Santa Clara and 100% for Hayward. Table 9: Residential Wastewater Collection (Sewer) Bill Comparison ($/month) As of May 1, 2018 Palo Alto Menlo Park Redwood City Mountain View Los Altos Santa Clara Hayward 34.83 89.33 76.68 37.75 36.27 41.65 31.29 Table 10: Median Residential Overall Bill Comparison ($/month) As of May 1, 2018 Utility and Usage Palo Alto Menlo Park Redwood City Mountain View Santa Clara Hayward Electricity (365 kWh/mo) $ 46.78 $ 81.50 $ 81.50 $ 81.50 $ 43.08 $ 81.50 Gas (18 th/mo) 25.45 22.98 22.98 22.98 22.98 22.98 Wastewater 34.83 89.33 76.68 37.75 41.65 31.29 Water (9 CCF/mo) 84.27 88.60 84.20 71.10 51.21 68.90 TOTAL $191.33 $279.38 $262.33 $210.30 $159.35 $201.64 Quarterly Update for Third Quarter of FY 2018 August 2018 29 Table 11: FY 2018 Q3 Reserve Report from the City’s Financial System (‘000)