Loading...
HomeMy WebLinkAbout2018-10-15 City Council Agenda PacketPALO ALTO City Council Monday, October 15, 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 Study Session 5:00-6:00 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 1. Joint Study Session With the Palo Alto Youth Council Closed Session 6:00-8:00 PM 2. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9(d)(2) and (e)(1) Five Potential Cases Study Session 8:00-9:00 PM 3. Request for a Pre-screening of a Proposal to Rezone the Property at 788 San Antonio Road From Service Commercial (CS) to Multiple - Family Residential (RM-40) and to Redevelop the Site With a Four- story, Approximately 53,000 Square Foot, 54 -unit (Including Eight 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. Below Market Rate Units) Residential Project and a Below -grade Parking Garage. Environmental Assessment: Not a Project; any Subsequent Formal Application Would be Subject to the California Environmental Quality Act (CEQA) (Continued From September 17, 2018) Agenda Changes, Additions and Deletions City Manager Comments 9:00-9:10 PM Oral Communications 9:10-9:30 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. Consent Calendar 9:30-9:35 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 4. Approval of Contract Number C18170648 With Salas O'Brien in the Total Amount Not -to -Exceed $267,872 to Provide Design Services for the Medium Voltage Electrical Distribution Network (12kV Loop) Rehabilitation (WQ-80021) at the Regional Water Quality Control Plant 5. Annual Review of Williamson Act Contract Renewals Within the City of Palo Alto 6. Approval and Authorization for the City Manager to Execute the Electric Overhead Construction Services Contract Number C19172366 With Hot Line Construction, Inc. for a Total Not -to -Exceed Amount of $4,500,000 Over Three Years 7. Approval of the Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade Project Preliminary Design, Capital Improvement Program Project WQ-14003, at the Regional Water Quality Control Plant; and Finding the Project Exempt Under the California Environmental Quality Act (CEQA) Guidelines Sections 15301(b) and (e)(1) 8. Policy and Services Committee Recommendation to Accept the Continuous Monitoring Audit: Green Purchasing 9. Approval of Revisions to the Palo Alto Field and Tennis Court Use Policy 10. Adoption of an Ordinance Amending Chapter 4.62 (Citywide Minimum Wage) of the Palo Alto Municipal Code to Correct and Clarify That the First Consumer Price Index (CPI) Adjustment to the Minimum Wage Will Occur in 2020 2 October 15, 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. 11. Authorization to Increase Legal Services Agreement With the Law Firm of Conrad & Metlitzky, LLP in the Amount of $180,000 for a Total Not - to -Exceed Amount of $265,000 for Litigation Defense Services 12. Approval of a Professional Services Contract With the Municipal Resource Group (MRG) for Transportation Support Services, Operational Review, and Staff Coaching in an Amount Not -to -Exceed $150,000 Through December 30, 2021; and to Amend the FY 2019 Budget Appropriation to Decrease the Non -departmental Budget by $150,000 and to Increase the Transportation Division Budget by $150,000 13. QUASI-JUDICIAL: 567 Maybell Avenue [15PLN-00248]: Adoption of a Resolution Authorizing the City Manager to Execute an Agreement Regarding Applicant's Request for Deferral of Affordable Housing In -lieu Fees for a Project That Includes the Development of 16 Single- family Homes. Environmental Assessment: Not a Project. Zoning Districts R-2 and RM-15 14. Approval of Contract Number C19173185 With Siemens Industry, Inc. in an Amount of $1,600,753 for the Colorado Power Station Transformer Replacement; Authorization to Negotiate and Execute Related Change Orders in the Amount of $240,113, for a Total Not -to - Exceed Amount of $1,840,866, and Approval of an Electric Capital Improvement Fund Budget Amendment 15. Approval of a Proposed Grocery Store Related to Planned Community Ordinance Number 5069 (College Terrace Centre) Based on the Finding That the Proposed Grocery Tenant Would Likely be Comparable in Quality of Produce and Services as JJ&F as it Existed and Operated on December 7, 2009 at 2180 El Camino Real Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 9:35-9:50 PM 16. Adoption of a Resolution Authorizing the Delivery and Sale of Certificates of Participation (COPs) in a Principal Amount Not -to - Exceed $50 Million to Finance the Construction of the California Avenue Parking Garage; Declaring the Intention to Reimburse Expenditures Related to the California Avenue Parking Garage From Proceeds of the COPs; Approving, Authorizing and Directing the Execution of Certain Lease Financing Documents; Approving a Preliminary Official Statement; and Authorizing and Directing Certain Related Actions 3 October 15, 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. AT THIS TIME COUNCIL WILL TEMPORARILY ADJOURN AND CONVENE AS THE PUBLIC IMPROVEMENT CORPORATION, THEN RECONVENE AS THE CITY COUNCIL 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 October 15, 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 Standing Committee Meetings Public Improvement Corporation Meeting Sp. Finance Committee Meeting Sp. Rail Committee Meeting Sp. City School Liaison Committee Meeting Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda October 15, 2018 October 16, 2018 October 17, 2018 October 18, 2018 Informational Report Significant Gifts to the City, Fiscal Year 2018 Independent Police Auditor's Second Report for 2017 Proclamation Honoring Fire Prevention Week, October 7-13, 2018 Public Letters to Council 10/8/2018 10/15/2018 5 October 15, 2018 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. CITY OF PALO ALTO City of Palo Alto (ID # 9681) City Council Staff Report Report Type: Study Session Meeting Date: 10/15/2018 Summary Title: Study Session with Youth Council Title: Joint Study Session with the Palo Alto Youth Council From: City Manager Lead Department: Community Services Potential Topics for Discussion: 1. Introduction to the Palo Alto Youth Council (PAYC) Officers 2. Accomplishments from 2016/2017 School Year 3. Looking Forward to 2018/2019 4. Council Comments and Questions City of Palo Alto Page 1 CITY OF City of Palo Alto (ID # 9647) PALO ALTC City Council Staff Report Report Type: Study Session Meeting Date: 10/15/2018 Summary Title: 788 San Antonio Road: Prescreening for Rezone from CS to RM-40 Title: Request for a Pre -Screening of a Proposal to Rezone the Property at 788 San Antonio Road From Service Commercial (CS) to Multiple -Family Residential (RM-40) and to Redevelop the Site With a Four -Story, Approximately 53,000 Square Foot, 54 -Unit (Including Eight Below Market Rate Units) Residential Project and a Below -Grade Parking Garage. Environmental Assessment: Not a Project; any Subsequent Formal Application Would be Subject to the California Environmental Quality Act (CEQA)(Continued From September 17, 2018) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends the City Council conduct a preliminary review ("prescreening") and provide informal comments regarding the applicant's proposal to develop the subject property at 788- 796 San Antonio Road with multi -family housing. No formal Council action is requested and comments provided in the course of a prescreening are not binding on the City or the applicant. Executive Summary The site consists of two adjoining parcels fronting on San Antonio Road and Leghorn Street and contains two one-story buildings occupied by several commercial establishments and surface parking lots. The applicant seeks to demolish the existing buildings and construct a new 4 -story multi -family residential building containing 54 housing units, 130 parking stalls in a below -grade parking level, and indoor and outdoor common areas. The proposed use of the site would require amendments to the Comprehensive Plan Land Use Element and the Zoning District Map to change the land use designation and zoning from (CS) Service Commercial to (RM-40) High Density Multiple -Family Residential. The project proposes City of Palo Alto Page 1 to utilize the state density bonus provisions and is requesting concessions and waivers from a number of key development standards in order to implement the project, including building height, setbacks, and lot coverage. A prescreening provides an opportunity for the applicant to seek early input on a project and may help inform the design of the proposal and the form of any Comprehensive Plan/Zoning changes that would be proposed. A prescreening is required for legislative changes prior to the submittal of a formal application in accordance with Palo Alto Municipal Code (PAMC) Section 18.79.030(a). Prescreening(s) do not result in any formal action. Background The site is located at the northeast corner of San Antonio Road and Leghorn Street and is currently used by three one-story automotive, wholesale, and retail establishments with associated surface parking lots. The surrounding uses and zoning districts in the immediate vicinity vary greatly, with automotive, commercial, and warehousing uses (CS Zone) to the north and south, the Greenhouse planned residential community (PC Zone) directly across San Antonio Road, and commercial/industrial uses to the east across the City limits in the City of Mountain View. Project Description The project plans included in Attachment E provide a preliminary study of the program, interior layout, and building elevations. The proposal includes a four-story building forty-seven feet in height above grade, with the first floor of housing is located approximately 30 inches above grade to accommodate a one -level parking structure and provide desired separation for the ground -level units from adjacent grade. The parking level would be below grade, and would contain 130 parking stalls, 59 of which would be provided in mechanical lifts, and 96 bicycle parking spaces. The first, second, and third floor provide a mix of one and two -bedroom units and private and common open space areas. The fourth floor provides a mix of one, two, and three -bedroom units. The first floor level would also contain an atrium at the apex of the building. Residents would access the ground level units via staircases serving the street -facing units, as well as a central staircase and accessible ramp serving the lobby and the remainder of the building units. Vehicles and bicycles would access the site via a single curb cut along Leghorn Street leading to the garage. The building follows an L-shaped plan with active elevations facing the street frontages, and with a large common area behind the building and above the garage podium. Discussion One purpose of a prescreening is for the applicant to assess whether there is sufficient Council interest to proceed with a formal application, and typically staff does not conduct a detailed review of prescreening applications for code compliance, knowing that the proposal is likely to City of Palo Alto Page 2 evolve. Nonetheless, staff has identified some topics for Council's consideration. Comprehensive Plan Amendment / Rezoning The Comprehensive Plan designation for the site is CS (Service Commercial), which is characterized in the Land Use Element as "Facilities providing citywide and regional services and relying on customers arriving by car. These uses do not necessarily benefit from being in high volume pedestrian areas such as shopping centers or Downtown. Typical uses include auto services and dealerships, motels, lumberyards, appliance stores and restaurants, including fast service types. In almost all cases, these uses require good automobile and service access so that customers can safely load and unload without impeding traffic. In some locations, residential and mixed -use projects may be appropriate in this land use category. Examples of Service Commercial areas include San Antonio Road, El Camino Real and Embarcadero Road northeast of the Bayshore Freeway. Non-residential FARs will range up to 0.4. Consistent with the Comprehensive Plan's encouragement of housing near transit centers, higher density multi- family housing may be allowed in specific locations." The CS land use designation is categorized as primarily commercial in nature but permits residential in a mixed use development. The subject application proposes no commercial uses and therefore, in addition to a change in the zoning designation, is exploring the possibility of a corresponding change to the Comprehensive Plan designation from CS to Multi -Family Residential. The residential designation exists on the west side of San Antonio Avenue, but would appear anomalous on the east side, which has a CS designation from Middlefield Road to Charleston Road. The Comprehensive Plan Land Use and Housing Elements include a number of policies and programs that are relevant to the application. A list of applicable policies is included in Attachment D of this report. On balance, the Comprehensive Plan Land Use and Housing Elements generally support the construction of housing on sites located near services and near transit hubs and corridors, and encourage flexible development standards for projects incorporating affordable units. However, the Land Use Element of the Comprehensive Plan indicates that the San Antonio Road Housing Inventory Sites, which includes the subject site, should be removed in favor of concentrating density in Downtown and California Avenue areas. With the formal application, the Council would need to determine whether the project, on balance, is in conformance with the Comprehensive Plan, including the Housing and Land Use Elements. Presently, the Housing Element identifies the realistic unit yield for the combined properties as 20 units based on existing CS zoning and its requirement for housing in conjunction with a mixed use project. Rezoning The site is currently zoned (CS) Service Commercial and is located in a block of similarly zoned (CS) Service Commercial parcels on the east side of San Antonio Road between Middlefield City of Palo Alto Page 3 Road and Charleston Road. Immediately across San Antonio Road is the Greenhouse multifamily community, which is zoned PC Planned Community. To the north and south of the Greenhouse community are Neighborhood Commercial (CN), Service Commercial (CS), and General Manufacturing (GM) zoning districts. Besides the Greenhouse community, other multi- family uses are located within 1,000 feet of the site at the Jewish Community Center off San Antonio Road, as well as the Charleston Village townhouses off Fabian Way. This section of San Antonio Road contains a diverse range of land uses and zoning districts. The site is located less than 1/4 mile from the nearest VTA bus stop (Routes 32 and 35, service to San Antonio Caltrain Station, Middlefield Light Rail Station, University Avenue Transit Center, and Mountain View Transit Center), and approximately one mile from the San Antonio Caltrain Station in the City of Mountain View. While the project is not located on a high quality transit line, it is within a 10 minute walk of such a line and could be considered a location with proximity to transit. A review of the project's development standards relative to the existing CS district and proposed RM-40 district are included in Attachment C, with some of the development standards highlighted below: Zoning District CS (Existing Zoning) RM-40 (Proposed Zoning) Proposed Project Maximum Site Coverage 50 percent 45 percent (+ additional 5 percent permitted for covered patios, overhangs, et cetera) 44 percent (19,233 sf) Maximum Height 50 feet 40 feet 47 feet Maximum Residential Floor Area Ratio (FAR) 0.6:1 1.0:1 (3) ^'1.24:1 (45,075 sf) Maximum Residential Density per Acre 30 units per acre 40 units per acre 54 units per acre Retail Preservation Required Not Required Not proposed Adherence to each of these development standards is potentially affected by the request for a Density Bonus with the proposal, which provides a greater degree of flexibility for qualifying projects. Inclusionary Requirements and Density Bonus The site is approximately 1 acre, and therefore the proposed RM-40 zoning would yield a maximum of 40 units. PAMC Section 16.65 requires that residential developers provide 15% of the base project's units as income -restricted affordable units. With a base unit count of 40 units, this would yield 6 income -restricted units, with at least 4 units restricted for low and very low income households. On top of the base project, the applicant is considering a density bonus to increase the total number of units on the site by 35 percent (14 units), for a total of 54 units. City of Palo Alto Page 4 If provided on site, the City's inclusionary units count towards the number of affordable units required in order to receive a density bonus, and as a result 2 additional low income -restricted units would be required in order to qualify for the density bonus. 788-796 San Antonio Road (Commercially -zoned, 1 acre, Housing Inventory Site) Existing CS Zoning RM-40 Zoning, 1 acre site Proposed RM-40 Zoning with 35% Density Bonus Maximum Permitted Residential Density 30 units (mixed -use required) 40 units 54 units Inclusionary (Affordability) Requirements 4.5 affordable units 6 affordable units (4 low or very low income, 2 moderate income) 6 affordable units (4 low or very low income, 2 moderate income) *Applicant proposes to provide 8 low or very low income units with the requested density bonus (in -lieu payment permitted for fractional unit) Concessions and Waivers State Density Bonus Law and corresponding PAMC Section 18.15 provide "concessions" and incentives for projects requesting a density bonus. Such incentives include deviations from otherwise required development standards, such as building setbacks, height, and parking, to facilitate construction of the affordable housing units. At present, the project plans are not compliant with local height floor area, or private open space requirements of the proposed RM zoning designation. The project as preliminarily designed would be eligible for two by -right concessions, and the applicant is requesting a height increase concession of eight additional feet, which is permitted given the provision of eight low income units. Additionally, the applicant is proposing to utilize a floor area concession (up to 25% or the total floor area of the low income units, whichever is less), and as proposed would potentially qualify. The project is not eligible for a concession allowing a reduction in required private open space. State law and the City's local standards also allow a developer to seek a waiver from development standards where it can be demonstrated such standards physically preclude the construction of a project at the densities and with the concessions authorized by density bonus law. However, the City has no obligation to waive development standards that would have specific, adverse, and unavoidable impacts on health, safety, or the physical environment. Retail Preservation City of Palo Alto Page 5 PAMC 18.40.170 contains the Citywide Retail Preservation Ordinance, and allows ground floor Retail and Retail -like uses to be replaced only with another retail or retail -like use, as long as such uses are permitted in the applicable district. The project would redevelop a site that contains and has previously contained since 2015 an automotive service station, a fitness training center, and an electrical wholesale supplier, of which the latter two uses are considered protected retail or retail -like uses subject to the Retail Preservation ordinance. Should the zoning on the site change from CS to RM-40 the retail and retail uses would be considered nonconforming, and would therefore no longer be protected. Policy Implications As mentioned above, the proposal would require one or more of the following: the Comprehensive Plan Land Use & Community Design Element Designation Map, the Zoning District Map, and waiver of development standards under the provisions outlined for qualifying Density Bonus projects. Each of these proposals would be evaluated with a concurrent Site and Design Review application, as well as a preliminary parcel map to merge the two lots. Should a formal application be filed, the Planning and Transportation Commission would review and provide a recommendation on the requests for the Rezoning, Comprehensive Plan Amendment, and Preliminary Parcel Map, and would also review along with the Architectural Review Board the request for Site and Design Review. It is worth noting that zoning code amendments that are currently being considered by the PTC may impact, if adopted, the review process for this and similar applications. One amendment under consideration is the elimination of the Site and Design Review process for multi -family residential projects. Of particular policy relevance to this application is the replacement of existing retail and retail - like uses with multi -family housing, both of which have been established as Council priorities with the recently adopted Comprehensive Plan and Zoning Code amendments over the past several years. While Council opinions presented during the prescreening review are nonbinding, the discussion of trade-offs between commercial and residential development on the site may be of significant relevance to any future development application. Next Steps Following prescreening review, the applicant will consider options and determine how they want to proceed. Formal applications and public hearings before the Architectural Review Board, Planning Commission and City Council would be required to advance the proposed conceptual project. Environmental Review This prescreening is a preliminary review process in which Councilmembers may provide comment, but no formal action will be taken. Therefore, no review under the California City of Palo Alto Page 6 Environmental Quality Act (CEQA) is required at this time. A formal review under CEQA would be initiated with the formal filing of a development application. Following submittal of a formal application, a Traffic Impact Analysis, Noise Study, Phase I and other technical reports, as needed to complete the environmental review, would be prepared. Attachments: Attachment A: Location Map(PDF) Attachment B: Project Description Letter (PDF) Attachment C: CS and RM-40 Zoning Comparison Table (DOCX) Attachment D: Comprehensive Plan Policies (DOCX) Attachment E: Project Plans (DOCX) City of Palo Alto Page 7 Legend City of Mountain View Zone Districts Zone District Notes Known Structures abc Zone District Labels Curb Edge 788 - 796 San Antonio Rd City Jurisdictional Limits (PL), boundary 4 di EAST CHARLESTON ROAD City of Mountain View 788 - 796 San Antonio Road This map is a product of the City of Palo Alto GIS gowen, 2018-08-27 14:54.35 (3cc-maps\Encompass \Ad m I n\Persona I\gowen. and b) This document is a graphic representation only of best available sources. The City of Palo Alto assumes no responsibility for any errors 01989 to 2016 City of Palo Alto 1 4 1lepad al!S T)afoad 4o iidea8onoud Ie!Jad — peo8 oiuo1ud ueS 96L -88L �Y . *1, 474 T • " /11 a ' =ti. *.**-4 re • r Oft ims ors •i e p lore September 27, 2018 Delivered via E -Mail real estate Graham Owen, Planner P&CE Department 250 Hamilton Avenue Palo Alto, CA 94301 650.329.2552 graham.owen@cityofpaloalto.org Explore Real Estate 2625 Middlefield Rd, Palo Alto, CA 94306 650.813.1077 Subject: Pre -Screening Application, 788-796 San Antonio Road Mr. Owen: This letter accompanies an improved and enhanced design package for the Pre - Screening application that proposes to redevelop the property at 788-796 San Antonio Road. On or around September 5, 2018 a City Council Staff Report, ID #9456 was completed and made available to public. Since the Pre -Screening has been moved on agenda first from September 10 and again September 17, we took the opportunity to present what we believe to be a better project for consideration. Summary of Changes Unit Count & Area. The number of units proposed has been increased to yield the maximum amount allowable by utilizing State Density Bonus Law (SDBL) which has a maximum 35% density bonus. As sized and proposed for residential use, the site can yield a 40 -unit project, that would require 20% (or 8) low-income units. By providing the low-income units, the density bonus would be 35%, or in this case, 14 market rate units. Thus, the project proposes 54 units total, with 8 designated to low-income and 46 market rate. With more units, there is additional FAR required to provide the units. The total FAR of the new configuration is 1.24 and would be an FAR waiver of 10,225 square feet. The majority of this additional FAR provides for the 8 low-income BMR units. Page 1 of 2 Site Coverage. The previous drawings depicted a higher 1/2 below grade parking structure. We have adjusted the height such that it is no more than 30" above grade. This changes the project site coverage to be in line with the maximum allowable in an RM-40 zone of 45.0% with an estimated 44.3%. Building Heights. Previously the building height illustrated was 48.0' and requested a concession on building height in excess of the RM-40 allowable 40.0'. By lowering the below grade parking, the structure now has 2 key building heights to consider. On the parapet sections of the building, the height is 37.5'. From there the building sets itself back to a smaller footprint 4th floor with a finished building height of 46.75'. The project still requests a concession for height, but a smaller amount than previously and where the requested height sits, setback further from the property line. Special Setbacks. By adapting the garage depth, the encroachments into the special setbacks have been positively modified and visually appealing. The 1st floor unit "stoops" and entry stairs do encroach into the front setback, however we feel that this is a positive neighborly gesture that helps screen the below grade garage and promote pedestrian activity along the street frontages. Imagery. We took the building design to the next level, providing a more lifelike depiction of what a multi -family residential building consisting of these units and height would look like. Overall, we are pleased with the additional direction concepts we have designed into the building from staff review. We look forward to our meeting with City Council and continue to develop a residential focused redevelopment of the property. Best Regards / Ted O'Hanlon cc: 788 SAPA Land LLC Studio S -Squared Page 2 of 2 e p August 20, 2018 lore Delivered via E -Mail real estate Graham Owen, Planner P&CE Department 250 Hamilton Avenue Palo Alto, CA 94301 650.329.2552 graham.owen@cityofpaloalto.org Explore Real Estate 2625 Middlefield Rd, Palo Alto, CA 94306 650.813.1077 Subject: Pre -Screening Application, 788-796 San Antonio Road Mr. Owen: Several weeks ago, on behalf of the owners and team, we submitted a Pre - Screening application that proposes to redevelop the property at 788-796 San Antonio Road with a fully residential use that yields 48 units, and potentially more. Zone Change At the core of the proposal is a zone change from Commercial Service (CS) to High Density Multi -Family Residential (RM-40). Palo Alto Municipal Code Section 18.80.070 provides that property may be rezoned if the public interest is served by the reclassification. The public interest would be served in changing the zoning to allow more housing in this location. As everyone in the Bay Area is aware, the region is experiencing a housing crisis. Members of the City Council in the Colleagues' Memo Regarding Zoning Updates to Encourage Diverse Housing Near Jobs, Transit and Services highlighted the need to address the City's lack of housing and develop a plan to improve and increase the supply of housing. Subsequently, the City prepared the Draft Housing Work Plan indicating that if the City stays on its current course it will fall short of its housing goals and needs to "go big" on the zoning changes. Currently, the Housing Element identifies the Property as an opportunity site for mixed -use development with 30 dwelling units per acre. To avoid falling short of Page 1 of 2 its housing goals, the City can do more to "go big" by changing the Property's zoning to allow more housing, 40 dwelling units per acre. The City's Comprehensive Plan in discussing Service Commercial areas such as San Antonio Road notes that in some places residential uses may be appropriate. Rezoning the Property may provide the City the opportunity to move toward meeting its goal of providing a greater variety of housing and near jobs and services. The Property is in a location that is both near housing and neighborhood services. As such, this is a location where residential uses would be appropriate, and it would be in the public interest to change the zoning. State Density Bonus Law The lot area of the Proposed Project is approximately one acre and thus yield 40 units under the proposed zone change. Referencing Government Code Section 65915(f)(1), and the requisite 15% of units to contribute to Below Market Rate (BMR) units, for low-income users, this could be a total yield of 51 units, 6 designated BMR. The Pre -Screening depicts 48 total units and is flexible to consider 5-6 units designated as BMR. In order to provide for the density bonus, the proposed building seeks a waiver consistent with Government Code Section 65915(e)(1) where it seeks a waiver or reduction of development standards to allow for an additional 1,685 square feet of Floor Area Ratio, or 4%. State Density Bonus Law also provides one incentive or concession for a project that includes at least 10 percent of the total units for low income households. In this case, we seek a concession for building height, where RM-40 allows for 40 feet. The building as proposed is 49 feet in height, still below the original CS zoning standard of 50 feet. This increase in height allows the Proposed Project to employ podium parking which allows it to avoid impacting ground water, which is a benefit to the community and the environment. We look forward to the Staff Report and discussion with City Council on September 10, 2018 and continue to work proactively to refine plans, move forward with a formal application and bring an exciting new residential opportunity to Palo Alto. Best Regards Ted O;Hanlon cc: 788 SAPA Land LLC Studio S -Squared Page 2 of 2 ATTACHMENT C ZONING COMPARISON TABLE 788 San Antonio Road, 18PLN-00210 Table 1: CS and RM-40 ZONING DISTRICT COMPARISON TABLE Zoning District CS (Existing Zoning) RM-40 (Proposed Zoning) Regulation Required I- Required Proposed Minimum Site Area (ft2) None Required 8,500 sf 43,390 sf Site Width (ft) None Required 70 feet 234-255 feet (varies) Site Depth (ft) None Required 100 feet 147-187 feet (varies) Min. Front Yard 0 —10 feet to create an 8 — 12 feet effective sidewalk width (1) 0-25 feet �1� 25 feet (along Leghorn Street) Min. Rear Yard 10 feet for residential portion; no requirement for commercial portion 16 feet (for street rear yard) 10 feet Min. Interior Side Yard 10 feet (for lots abutting a residential zone district) 10 feet (for lots with width of 70 feet or greater) 10 feet Min. Street Side Yard 5 feet 0-16 feet(2) 24 feet (along San Antonio Road) Special Setback Yes Yes 24 feet along San Antonio Road and 15 feet along Leghorn Street Build -to -Lines 50 percent of frontage built to setback; 33 percent of side street built to setback (1) N/A N/A Maximum Site Coverage 50 percent 45 percent (+ additional 5 percent permitted for covered patios, overhangs, et cetera) 44 percent (19,233 sf) Maximum Height 50 feet 40 feet 47 feet Maximum Residential Floor Area Ratio (FAR) 0.6:1 1.0:1 (3) ^'1.24:1 (53,615 sf) Daylight Plane for lot lines abutting one or more residential zone districts Daylight plane height and slope shall be identical to those of the most restrictive residential zoning district abutting the lot line Not Required for lots of 70 feet or greater in width N/A Maximum Residential Density per Acre 30 units/per acre 40 units/per acre Minimum Site Open Space (percent) 30 percent 20 percent Minimum Usable Open 150 sf per unit (when six units 100 sf(4) Page 1 of 2 Space (sf per unit) or more) (2) Minimum Common Open Space (sf per unit) N/A 50 sf Minimum Private Open Space (sf per unit) N/A 50 sf CS Zoning Notes for Mixed Use Projects (1) Twenty -five-foot driveway access permitted regardless of frontage; build -to requirement does not apply to CC district. (2) Required usable open space: (1) may be any combination of private and common open spaces; (2) does not need to be located on the ground (but rooftop gardens are not included as open space); (3) minimum private open space dimension six feet; and (4) minimum common open space dimension twelve feet. RM-40 Zoning Notes (1) Minimum front setbacks shall be determined by the Architectural Review Board upon review pursuant to criteria set forth in Chapter 18.76 and the context -based criteria outlined in Section 18.13.060. Arterial roadways do not include residential arterials. (2) Minimum street side setbacks in the RM-40 zone may be from 0 to 16 feet and shall be determined by the Architectural Review Board upon review pursuant to criteria set forth in Chapter 18.76 and the context -based criteria outlined in Section 18.13.060. (3) Covered parking is not included as floor area in multi -family development, up to a maximum of 230 square feet per required parking space that is covered. Covered parking spaces in excess of required parking spaces count as floor area. (4) Subject to the limitations of Section 18.13.040(e). Usable open space is included as part of the minimum site open space; required usable open space in excess of the minimum required for common and private open space may be used as either common or private usable open space; landscaping may count towards total site open space after usable open space requirements are met. Type Required Proposed Conforms? Multiple -Family Off -Street Parking Requirement PAMC 18.15.050 (Development Concessions and Incentives) 1 space per studio and one -bedroom; 2 spaces per two- bedroom unit 97 spaces (Proposed - 22 one -bedroom units, 30 two- bedroom units, and 2 three- bedroom units) 71 spaces w/out mechanical lifts; 130 spaces w/mechanical lifts Yes, with use of mechanical lifts Bicycle Parking PAMC 18.52.040 Table 1 1 space per unit/ 100% Long Term (LT) 54 LT spaces 96 LT Spaces Yes Page 2 of 2 Attachment D - Applicable Comprehensive Plan Policies — 788 San Antonio Road Land Use Element • Policy B-7.7: Seek to balance increases in costs for business space with the need for rehabilitation and replacement of outdated space in the San Antonio Road and East Bayshore areas. • Policy L-2.4: Use a variety of strategies to stimulate housing, near retail, employment, and transit, in a way that connects to and enhances existing neighborhoods. • Program L2.4.1: Amend the Housing Element to eliminate housing sites along San Antonio Road and increase residential densities in Downtown and the California Avenue area to replace potential units from the sites eliminated. • Policy L-3.4: Ensure that new multi family buildings, entries and outdoor spaces are designed and arranged so that each development has a clear relationship to a public street. • Policy L-4.2: Preserve ground floor retail, limit the displacement of existing retail from neighborhood centers and explore opportunities to expand retail. • Policy L-5.4: Maintain the East Bayshore and San Antonio Road/Bayshore Corridor areas as diverse business and light industrial districts. Housing Element • Housing Program H2.1.1: To allow for higher density residential development, consider amending the zoning code to permit high -density residential in mixed use or single use projects in commercial area within one-half mile of fixed rail stations and to allow limited exceptions to the 50 foot height limit for Housing Element sites within one —quarter mile of fixed rail stations. • Housing Program H2.2.8: Assess the potential of removing maximum residential densities (i.e. dwelling units per acre) in mixed use zoning districts to encourage the creation of smaller housing units within the allowable Floor Area Ratio (FAR), and adopt standards as appropriate. • Housing Program H3.1.5: Encourage the use of flexible development standards, including floor -area ratio limits, creative architectural solutions, and green building practices in the design of projects with a substantial BMR component. • Housing Program H3.1.12: Amend the Zoning Code to provide additional incentives to developers who provide extremely low-income (ELI), very low-income, and low income housing units, above and beyond what is required by the Below Market Rate program, such as reduced parking requirements for smaller units, reduced landscaping requirements, and reduced fees. Attachment E Project Plans Hardcopies of the project plans were provided to Board members. These project plans are available to the public online and/or by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find "788 San Antonio Road" and click the address link 3. On this project specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4348&TargetlD=319 CITY OF PALO ALTO City of Palo Alto (ID # 9274) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Design Services for WQCP Medium Voltage Electrical Distribution Network Rehabilitation Title: Approval of Contract Number C18170648 With Salas O'Brien in the Total Amount Not -to -Exceed $267,872 to Provide Design Services for the Medium Voltage Electrical Distribution Network (12kV Loop) Rehabilitation (WQ-80021) at the Regional Water Quality Control Plant From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached contract with Salas O'Brien (Attachment A) in an amount not to exceed $267,872 for the design and associated services of the medium voltage electrical distribution network (12kV loop) at the Regional Water Quality Control Plant funded in Capital Improvement Program Project WQ-19002, including $243,520 for basic services and $24,352 for additional services. Background The Regional Water Quality Control Plant (RWQCP) is an advanced treatment facility that provides treatment and disposal of wastewater for the cities of Palo Alto, Mountain View, and Los Altos; the Town of Los Altos Hills; the East Palo Alto Sanitary District; and Stanford University. The RWQCP obtains electrical power from the City of Palo Alto Utilities (CPAU) Department. Onsite distribution of the power is through a radial 12,470 -volt (12kV) underground distribution system and "loops" to nine load centers where the voltage is stepped down to 480V. The 12kV distribution system has feeder distribution cable installed in about 1980. The cable is at the end of its useful life. Discussion City of Palo Alto Page 1 Replacement of aging infrastructure at the RWQCP is needed to maintain reliability and safe operation. The 12kV distribution system cable needs replacement based on its age and the recommendation of City's electrical utility engineers. Other equipment, including aging pad -mounted disconnect switches, two load center power distribution systems, and cabling to the nine load centers need replacement as part of the cabling upgrade. In addition to equipment replacement, the project will model the electrical system to support harmonic evaluations and arc flash hazard risk assessment. Scope of Services Description The consultant will provide engineering services to evaluate and design the rehabilitation of the 12kV electrical distribution system including two of the nine load centers. The consultant will provide engineering services during all phases of the project including preliminary options assessment, design, bid support, engineering services during construction, and support during commissioning and start-up. Summary of Solicitation Process On January 2, 2018, a notice for Request for Proposals (RFP No. 170648) for design services for Design Services for Medium Voltage Electrical Distribution Network (12kV Loop) Rehabilitation was posted to the City's website and sent to five design firms. Four proposals were received on February 14, 2018. Proposal Description/Number: Design Services for Medium Voltage Electrical Distribution Network (12kV Loop) Rehabilitation/ RFP No. 170648 Proposed Length of Project: 15 months Number of Requests for Proposal Mailed and/or E- mailed: 25 Total Days to Respond to Proposal: 43 Pre -Proposal Meeting Date: January 10, 2018 Number of Company Attendees at Pre -Proposal Meeting 6 firms Number of Proposals Received 4 Range of Proposal Amounts $118,131 to $247,621 City of Palo Alto Page 2 Submitted: Evaluation of Proposals An evaluation committee consisting of staff from the Public Works Department RWQCP and its Program Management consultant (Woodard & Curran) reviewed the proposals. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the RFP, including quality and completeness of proposal, quality and effectiveness of services, experience with projects of similar scope and complexity, prior record of performance, cost, proposer's financial stability, and ability to provide future maintenance and/or services. Two firms were invited to participate in oral interviews on March 28, 2018, and April 10, 2018. The evaluation committee selected Electrical Consultants, Inc. (ECI) as the first preference, however, ECI requested a number of contract exceptions and the City and ECI could not reach agreement on contract terms. Salas O'Brien was selected as the next ranked proposer; its proposed team met the experience requirements, it has a good record on similar projects, and an equally efficient and innovative approach to the project. The Salas O'Brien design base service is $243,520 with an additional services budget of $24,352. Timeline The base design work is estimated to be completed eight months after the issuance of the notice to proceed. Construction is estimated to be completed approximately twenty months after the issuance of notice to proceed. Resource Impact Funds for this design and construction are included in the Plant Repair, Retrofit, and Equipment Replacement Capital Improvement Program Project Number WQ- 19002 in the Wastewater Treatment Fund. Policy Implications Authorization of this project does not represent a change in existing policies. Environmental Review City of Palo Alto Page 3 The award of a contract for design services is not a project under the California Environmental Quality Act (CEQA). Evaluation under CEQA will be completed prior to award of the construction contract and commencement of the construction phase of the project. The construction of the project is anticipated to be categorically exempt under CEQA Guidelines Section 15301(b), as it consists of maintenance of existing wastewater treatment facilities with no or negligible expansion of the existing use. Attachments: • Attachment A - C19170648 Salas Obrien City of Palo Alto Page 4 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 CITY OF PALO ALTO CONTRACT NO. C19170648 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SALAS O'BRIEN FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1ST day of October, 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and SALAS O'BRIEN ENGINEERS, a California corporation, located at 305 South 1 lth Street, San Jose, CA 95112 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to replace the existing in-service 12kV electrical distribution equipment at the Regional Water Quality Control Plant (RWQCP ("Project") and desires to engage a consultant to provide design and engineering services as outlined in Exhibit "A" hereto 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. n Optional On -Call Provision (This provision only applies if checked and only applies to on -call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached at Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY' s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed Two Hundred Forty -Three Thousand Five Hundred Twenty Dollars ($243,520.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Two hundred sixty seven thousand eight hundred seventy two Dollars ($267,872.00). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. ['Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. ®Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: MME Civil + Structural Engineering CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jeffry Gosal as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any 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 Padmakar Chaobal, Public Works Department, Environmental Services Division, 2501 Embarcadero Way, Palo Alto, CA 94303, Telephone: 650-329-2287. Padmakar.Chaobal@CityofPaloAlto.org. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT 's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. n [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after fling with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above 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. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY' s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post -consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. OR ❑ 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit "E" for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or designee Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1 ": EXHIBIT "D": SALAS O'BRIEN Officer 1 By( DocuSigned by: -fr OSat, 5144408A6E0F471... Name: Jeffry Gosal Title: Pri nci pal Officer 2 �J�� 1 DocuSigned by: By GOSal, s,aa4e ry 1 rr Gosal Name: JJ Title: Principal SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 EXHIBIT "A" SCOPE OF SERVICES This section describes the nature and scope of engineering and design services to be provided for the completion of the Project for the Regional Water Quality Control Plant (RWQCP) engineering and design of the 12kV distribution network. The main features of scope of design and engineering services for electrical improvements shall include, but not be limited to, the following: 1. Replacement of five (5) each, 15kV rated pad -mounted switches 2. Replacement of load center #3 and #4 (consider replacement in the same location or potential new location) 3. Review of other load centers to identify if replacements are required 4. Review of 15kV primary to 480V secondary distribution transformers to identify if replacements are required 5. Replacement of all 15kV rated cable 6. Replacement of cable terminations, splicing, and grounding equipment as required 7. Addition of active harmonic filters at Load Centers 8. Implementation of arc energy reduction methods to meet NEC 240.87 This scope of services shall be used as a basis for the deliverables required for the project. - As part of Taskl, CONSULTANT shall prepare and submit for review and approval, a preliminary design, including single line and detailed drawings at 30% completion - As part of Task 2, CONSULTANT shall prepare and submit for review and approval, drawings and schematics at 60% completion and the final technical bid documents. - As part of Task 3, CONSULTANT shall provide bid period services. - As part of Task 4, CONSULTANT shall provide engineering services during construction. - As part of Task 5, CONSULTANT shall include the design of new harmonic filters into Tasks 1-4 as described above. Task 1— Preliminary Design (30% Design) CONSULTANT's predesign activities shall include the following: • Kickoff meeting with RWQCP and City of Palo Alto Utilities (CPAU) staff to define project requirements and to discuss equipment replacement options • Review record drawings and project technical documents • Conduct field inspections of the 12kV distribution network. These field inspections will include inspections of the distribution cabling, pad -mounted switches, capacitor bank(s), load centers, transformers and all related 12kV electrical equipment. • Prepare draft and final preliminary design reports that includes the following content as a minimum: o Results of all field inspections, including estimates of quantities, types, and costs of replacing electrical equipment (preliminary cost estimate) o Evaluation of options to replace associated electrical equipment (load centers, transformers, etc.) o Recommendations for other electrical improvements o Preliminary (30% design level) drawings and technical documentation o Preliminary (30% design level) list of specifications DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 o Sequencing of equipment replacement, outages, and other temporary work- arounds needed to keep the plant operational during construction. o Prioritization and timing of equipment replacement • Conduct a review meeting with RWQCP and CPAU upon the submittal of the draft preliminary design report. • Conduct short-circuit, protective device coordination and arc flash hazard analysis • Prepare a short-circuit, protective device coordination and arc flash hazard analysis report that includes the following: o Executive Summary including Introduction and Results/Recommendations o Short -Circuit Methodology Analysis Results and Recommendations o Short -Circuit Device Evaluation Table o Protective Device Coordination Methodology Analysis Results and Recommendations o Protective Device Settings Table o Time -Current Coordination Graphs and Recommendations o Arc Flash Hazard Methodology Analysis Results and Recommendations including the details of the incident energy and flash protection boundary calculations, along with Arc Flash boundary distances, working distances, Incident Energy levels and Personal Protection Equipment levels. o One -line system diagram that shall be computer generated and will clearly identify individual equipment buses, bus numbers used in the short-circuit analysis, cable and bus connections between the equipment, calculated maximum short-circuit current at each bus location, device numbers used in the time -current coordination analysis, and other information pertinent to the computer analysis. • Develop electrical system model with SKM or ETAP or EasyPower. • CONSULTANT to determine the extent to which power system harmonics are affecting the electrical system in the RWQCP through analysis of data that is being recorded by various existing power quality instruments Task 2 — Detailed Design CONSULTANT shall provide engineering services to prepare a final design and to produce a complete package of single line and layout drawings, detailed drawings, biddable plans, technical specifications, and other contract documents as required based on the design concepts and criteria developed with the preliminary design. CONSULTANT shall consider future designs and current construction efforts in their engineering design. The design shall be based on consultation with RWQCP and CPAU staff and the Preliminary Design Report, and shall result in detailed requirements for project construction. The design shall sequence construction such that plant operations are maintained on a continuous basis. A construction sequence shall be established in sufficient detail which meets the RWQCP's ability to continuously meet the needs of the plant and its customers. RWQCP shut downs shall be kept to a minimum or not permitted. - Electrical Design — The electrical design shall include the determination of power requirements for electrical equipment including; transformer sizing, load center sizing, pad -mounted switch sizing, and all cable and conduit sizing required. Design for new load centers shall also include layout and modifications or additions. Existing conditions shall be field verified during the Preliminary Design (Task 1). DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 - CONSULTANT shall conduct design review meetings upon submission of deliverables as described below. - CONSULTANT shall assist RWQCP in preparation of construction bid package. RWQCP will issue the bid package via Planet Bids. - CONSULTANT shall assist RWQCP in preparing documents for the staff level review of the project by CITY's Planning Department. The documents shall at the least include drawings, renderings and brief project description. Task 3 — Services during Bidding - CONSULTANT shall respond to the request for clarification and/or information from prospective bidders. - CONSULTANT shall assist RWQCP with preparation of Project addenda and furnish the originals required for said addenda. - CONSULTANT shall attend and assist RWQCP at the pre -bid conference and the walk through. Task 4 —Services during Construction - CONSULTANT shall review submittals from the City's construction contractor ("Construction Contractor") for conformance with the Construction Contract Documents. CONSULTANT shall review and return the submittal comments to the City within fourteen calendar days. - CONSULTANT shall prepare written response to the Request for Information (RFI) submitted by the Construction Contractor. CONSULTANT shall review, comment and return the RFI responses within seven calendar days. - CONSULTANT shall review and validate the Contract Change Order requests submitted by the Construction Contractor for accuracy and correctness, as requested by the City. - As requested, CONSULTANT shall attend periodic Project Progress Meetings with the Construction Contractor. Please allow for one meeting per month, at the minimum, during the construction phase. - CONSULTANT shall provide the technical support to the City during start up and commissioning of the new equipment including; pad mounted switches, transformers, load centers etc. CONSULTANT shall work with Construction Contractor and equipment manufacturer's representatives, as requested by the City. - CONSULTANT shall assist the City in monitoring, documenting, and/or validating any testing required by the permitting agencies. - CONSULTANT shall review the "as -built" or "red -line" drawings and documents maintained by the Construction Contractor during construction. Upon construction completion, CONSULTANT shall prepare record drawings. The record drawings shall consist of annotated contract drawings and electronic files showing changes in design and construction. Task 5 — Active Harmonic Filter Assessment and Design CONSULTANT shall determine the extent to which power system harmonics are affecting the electrical system in the RWQCP through analysis of data that is being recorded by various existing power quality instruments as part of Task 1. If CONSULTANT finds through its analysis of this data that harmonics are not impairing the operation of or cause damage to RWQCP equipment, the task (described immediately below) of an extensive harmonics study shall be deleted from the Scope of Services. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 If CONSULTANT finds through its analysis of this data that harmonics are impairing the operation of or cause damage to RWQCP equipment so as to necessitate a further harmonics study, CONSULTANT will utilize the services of a 3rd party vendor which will specify filters that will reduce harmonics in the RWQCP electrical system to levels specified in IEEE Standard 519. IV. DELIVERABLES Task 1— Preliminary Design (30% Design) - Draft Preliminary Design Report with Recommendations (including 30% Design drawings and list of Specifications) — 4 hard copy sets, 1 electronic set (in pdf format), and 1 electronic set (in MS Word) - Final Preliminary Design Report with Recommendations (including 30% Design drawings and list of Specifications) — 4 hard copy sets, 1 electronic set (in pdf format), and 1 electronic set (in MS Word) - Preliminary Cost Estimate — 1 hard copy set and 1 electronic set (in pdf format) - Responses to City Comments - Preliminary Design Workshop agenda, handouts, and meeting notes. - Short -Circuit, Protective Device Coordination and Arc Flash Hazard Analysis Report - Electrical system model and TM documenting basis of model. The City will purchase, if necessary, software for the model provided. Task 2 — DetailedDesign 60% Design 60% Design Documents including half size drawings and specifications — 4 hard copy sets, 1 electronic set (in pdf format), and 1 electronic set (in MS Word format for specifications only). Specifications shall follow the CSI 2016 MasterFormat. - 60% Cost Estimate — 1 hard copy set and 1 electronic set (in pdf format) - 60% Construction Schedule - 1 hard copy set and 1 electronic set (in pdf format) - Responses to City Comments - 60% Design Workshop agenda, handouts, and meeting notes. Final Design - Final Design Documents including: - Final specifications — 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in MS Word format - Final design calculations stamped by registered engineer — 2 hard copies, 1 electronic copy in PDF format - Final drawings — 2 hard copies, 1 electronic copy in PDF format - Final Cost Estimate — 1 hard copy and 1 electronic copy in PDF format - Final Construction Schedule - 1 hard copy and 1 electronic copy in PDF format Bid Documents - Bid Documents (Technical) including: Professional Services Rev. Apri127, 2016 1 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 - Bid Specifications — 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in MS Word format - Bid Drawings — 2 hard copies, 1 electronic copy in PDF format Task 3 —Services during Bidding - Requests for clarifications - Addenda - Conformed Design Documents including: - Conformed specifications — 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in MS Word format - Conformed drawings — 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in AutoCAD format Task 4 — Services during Construction - Submittal review comments - RFI responses - Contract change order review comments, as needed - Record Drawings — 1 digital copy in PDF format and 1 copy in AutoCAD format Task 5 — Active Harmonic Filter Assessment and Design - Specifications for the Filter - Installation drawings - Assistance in commissioning and start up Assumptions - RWQCP has standard front-end specifications that will be used for this project. Consultant shall review front-end specifications and provide project specific comments for RWQCP consideration. Professional Services Rev. Apri127, 2016 2 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (NTP). Milestones Completion in Weeks following issuance of NPT 1. Preliminary Design (30% Design) 10 2. Detailed Design 30 3. Services during Bidding 58 4. Services during Construction 86 5. Active Harmonic Filter Assessment and Design 8 Professional Services Rev. Apri127, 2016 3 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 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 $65,360 (Preliminary Design) Task 2 $99,200 (Detailed Design) Task 3 $12,040 (Services during Bidding) Task 4 $49,800 (Services during Construction) Task 5 $17,120 (Active Harmonic Filter Assessment, Design) Sub -total Basic Services $243,520 Reimbursable Expenses $0 Total Basic Services and Reimbursable expenses $243,520 Additional Services (Not to Exceed) $24,352 Maximum Total Compensation $267,872 Professional Services Rev. Apri127, 2016 4 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 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 $1,000 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Professional Services Rev. Apri127, 2016 5 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 EXHIBIT "C-1" SCHEDULE OF RATES 2018 Rate Schedule (Rates are valid for the period of January 1 through December 31, 2018) Labor Category Rates 2018 Principal $235 Vice President/Director $215 Architect/Professional Engineer/Telecom Engineer $175 Design Engineer/Project Engineer $165 Construction Project Manager $170 Design Manager/Program Manager/Drafting Manager (CADD) $150 Program Specialist/ Coordinator/Drafter (CAD) $120 Program/Project Assistant $85 Court Testimony/Deposition $495 Senior Consultant $285 Senior Telecommunications Consultant $280 Energy Consultant $195 Instruction/Seminar/Training $200 Professional Services Rev. Apri127, 2016 6 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 2019 Rate Schedule (Rates are valid for the period of January 1 through December 31, 2019) Labor Category Rates 2019 Principal S240 Senior Architect S235 Vice President/Director S220 Architect/Professional Engineer/Telecom Engineer $180 Design Engineer/Project Engineer S170 Construction Project Manager $175 Design Manager/Program Manager/Drafting Manager (CADD) $155 Program Specialist/ Coordinator/Drafter (CAD) $125 Program/Project Assistant $90 Court Testimony/Deposition $510 Senior Consultant $295 Senior Telecommunications Consultant $290 Energy Consultant S200 Instruction/Seminar/Training 5205 Professional Services Rev. April 27, 2016 7 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 2020 Rate Schedule (Rates are valid for the period of January 1 through December 31, 2020) Labor Category Rates 2020 Principal 5245 _ Senior Architect 5240 Vice President/Director $225 Architect/Professional Engineer/Telecom Engineer $185 Design En• ineer/Protect Engineer $175 Construction Project Manager $180 Design Manager/Program Manager/Drafting Manager (CADD) $160 Program Specialist/ Coordinator/Drafter (CAD) 5130 Program/Project Assistant S95 Court Testimony/Deposition $525 Senior Consultant 5305 Senior Telecommunications Consultant $300 Energy Consultant $205 Instruction/Seminar/Training 5210 Professional Services Rev. April 27, 2016 8 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 ACORO� CERTIFICATE OF LIABILITY INSURANCE 8.15.2019 DATE I MMIDDIYYYY: 8/13.2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on thls certificate does not confer ri t hts to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 INSURED Salas O'Brien Engineers, Inc. 1429881 c/o Salas O'Brien I loldings, Inc. 3700 South Susan St, S1c 150 Santa Ana CA 92704 COVERAGES SALOBOI CERTIFICATE NUMBER: CONT NAME PHONE (A/C No. EMI* E-MAIL ADDRESS; ACT INSURER(S) AFFORDING COVERAGE FAX (AJC, No INSURER A : Valley Forge Insurance Company INSURER B: Continento Sa$uaLty Compa y INSURER C : National Fire Insurance Co of Hartford INSURER D:Thc Continental Insurance Company NAIC 20508 20443 20478 35289 INSURER E : INSURER F : 14706157 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR L'R 1 TYPE OF INSURANCE ADDL'SUBR INSD 1 WVD POLICY NUMBER POLICY EFF POLICY EXP (MMJDDIYYYYI (MM(D0IYYYY) LIMITS D X COMMERCIAL GENERAL LIABILITY Y N 6050432756 8/15/2018 8/15/2019 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED (Ea ocWrrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) 5 15,000 GEM. AGGREGATE LIMIT APPLIES _ PER: LOC PERSONAL E ADV INJURY 5 1,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 5 D AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED - _ „-,�_ SCHEDULED AUTOS NON -OWNED AUTOS ONLY N N 6050475025 8/1512018 8/15/2019 COMBINED SINGLE LIMIT CO BINEDO $ 1 ,000,000 BODILY INJURY (Per person) 5 XXXXXXX BODILY INJURY (Per accident) 5 XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX $XXXXXXX D X_ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE N N I 6050475011 8:15/2018 8.15:2019 EACH OCCURRENCE 5 5,000,000 AGGREGATE S /00%000 s XXXXXXX x DEO J J RETENT ON 5 10,000 WORKERS COMPENSATION A AND EMPLOYERS' LIABILITY C ANY PROPRIETOR/PARTNER/EXECUTIVE (Mandates In NH) EXCLUDED? I1 yes, dascriba under DESCRIPTION OF OPERATIONS below YIN N N lA Y I 6050432742(CA)_ 8:1512018 6050520979 (AOS) 8:152019 8.15/2018 8:15/2019 PER OTH- X STATUTE ER el EACH ACCIDENT $ 1,000,000 E.L DISEASE - EA EMPLOYEE 5 1,000,000 E.L DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability N N AEH591877402 815/2018 8 15/2019 Each Claim S5,000,000 Aggregate. S5,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached II more space Is required) RE: ALL CALIFORNIA JOBS. THE CITY OF PALO ALTO, ITS OFFICERS, AGENTS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY, AS REQUIRED BY WRITTEN CONTRACT WAIVER OF SUBROGATION APPLIES TO WORKERS COMPENSATION/EMPLOYER'S LIABILITY WI-IERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER 14706157 City of Palo Alto PO Box 10250 Palo Alto CA 94303 ACORD 25 (2016/03) CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1988 015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Attachment Code: D551946 Certificate ID: 14706157 Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHTS TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date Is shown below. Form No. G -19160-B (11-1997) Policy No. 6050432742 Underwriting Company Valley Forge Insurance Company, 333 S Wabash Aye, Chicago, IL 60604 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Attachment Code D540259 Certificate ID 147061:, Workers Compensation And Employers Liability Insurance Policy Endorsement CNA WAIVER OF F OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Underwriting Company: National Fire Insurance Co of Hartford Coovriaht 1983 National Council on Compensation Insurance Policy No 6050520979 Policy Effective Date: 08/15/2018 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Attu INCUR; IL), S4/UOt./ CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a, WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through 1. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a contro'ling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization ownsmaintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers, Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to nobility for bodily in jury, property damage or personal and advertising injury caused In whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b, in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury aris ng out of the rendering of or failure to render any professional services by. on behalf of, or for the Named Insured, including but not limited to. CNA74858XX (1-15) Policy No: 6050432756 Page 2 of 18 Endorsement No: 6 The Continental Insurance Co. Effective Date: OS/15/201B Insured Name: SALAS O'BRIEN HOLDINGS INC . Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc., with its permission DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Atta 1.11Lalt: Ill. 14 flPOIJ/ CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. supervisory, inspection, architectural or engineering activities. A. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. B. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and ndvcrtising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. C. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. D. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. E. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1-15) Policy No: 6050432756 Page 3 of 18 Endorsement No: 6 The Continental Insurance co. Effective Date: 08/15/2018 Insured Name: SALAS O'BRIEN HOLDINGS INC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services offico, Inc., with Its permission. DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Atta T! 'AID uicate tu: twruot)i CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named lnsured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named lnsured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and noncontributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additionalinsured is: a. An individual, then his or her spouse is an Insured; b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA7485BXX (1-15) Policy No: 6050432756 Page 4 of 18 Endorsement No: 6 The Continental Insurance Co. Effective Date: OB/15/2018 Insured Name: SALAS O'BRIEN HOLDINGS INC. Copyright CNA All Rights Reserved. Includes copyrighted material 0 Insurance Services Office, Inc , with its permission DocuSign Envelope ID: D38141B4-A212-4041-82E6-7065899D2300 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY 1 $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. Apri127, 2016 9 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 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. NOTICES SHALL BE EMAILED TO: InsuranceCerts@CityofPaloAlto.org PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Professional Services Rev. Apri127, 2016 10 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Attachment A Proposer Information continued... 1. If Proposer Is INDIVIDUAL, sign here Date: Signature Name and Title (typo or print} 2. If Proposer is PARTNERSHIP or JOINT VENTURE; at least two (2) Partners shall sign here: Partnership or Joint Venture Name (type or print) Date: Date: Member of the Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature 3. if Proposer is a CORPORATION or LLC, the duly authorized officer(s) shall sign as follows: The undersigned certify that he/she is respectively: Jeffry Gosal Principal Name Title Corp./LLC Contract Signature Method: Authorization to sign contracts and other documents on behalf of the corporation must be indicated by selecting one of the following methods: 0 Method 1 (Two Specified Officers). Authorization may be shown by two officers, one from each of the following groups, signing the instrument. (Corp. Code §§313; 5214.) Group A Group B (I) Chairman of the Board (i) Secretary or Assistant Secretary (ii) President (II) Chief Financial Officer (iii) Any Vice -President (III) Any Assistant Treasurer Email: Email: 0 Method 2 (Certified Board Authorization). Authorization may be shown by providing the City a copy of the corporation's bylaws, board of directors meeting minutes, or any resolution of corporation's board authorizing the person signing the instrument to execute Instruments of the type in question, and certified by the Secretary or Asst. Secretary of the corporation to be a true copy. (Corp. Code §§314; 5215.) Method 3 (Notarized Officer Signature). Authorization may be shown by the signature of either the corporation's president, vice president, secretary, or assistant secretary accompanied by a notary acknowledgment In the form prescribed by Civil Code §1189. (Civil Code §1190.) Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolut on (attach a certified copy, with corporate seal, If applicable, notarized as to its authenticity or Secretary's certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said CORPORATION. Sales O'Brien Corporation Name (type or print) By: NN VV-12-`/ CuSAC— Title: Date: 2-1 y 3 I 18 City of Palo Alto 2 OBR EN I 35 DocuSign Envelope ID: D38141B4-A212-4D41-82E6-7065899D2300 Ja,,..a5,i�1,.,1ri.�r,d�•ri�lSn”filrrt rR.A•lFn,4 u1Y, 1 r••••.Irr, A.; .l aL a•+M,e; N PfVzeuo, I III a I5l.ri. ll [eb•b y I) arP7ii h: .. r, r u,i� u� California All -Purpose Certificate of Acknowledgment A notary public or other officer complet'ng this certificate ver'fies only the identity of the individual who signed the document to which this certificate .s attached, and not the Iruthfu ness accuracy: or validity of that document. State of California County of &T ir\- , Cvtrc�t On Feb t?)) 2OJ before me. L_a h iSha eleckl C Name of Notary Pu I dte S.S. personally appeared None of 51er or (1) Nor icof Signet (21 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .10q C Slgnolute of No yPub!fc 0 rr z LARISHA GRAYS COMM. N2130304 z Notary Public • California o Santa Clara County Comm. Expires Oct. 15, 2019 Seal OPTIONAL INFORMATION Although the information in this section is not required by law, it could prevent fraudulent removal and reellaciunent of this acknowledgment to an unauthorized dncurnent and may prove useful to persons relying on the attached document Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of containing pages, and dated The signer(s) capacity or authority is/are as: O Individual(s) o Attorney -in -fact ❑ Corporate Offlcer(s) Tille(s) ❑ Guardian/Conservator 0 Partner -Limited/General O Trustee(s) r. 0 Other: representing: ttr mr(t) of Pl rt on(sl E na, (r i) S qn rr k A r p� n ti rt2 �-- rAuil.11.iri 1 ii11?',..;gilt Method of Signer identification Proved tome on the basis of satisfactory evidence: 0 form(s) of Identification Q erodible wlness(es) Notarial event is detailed in notary Journal on: Paget/_ Entry Notary contact: Other Q Additional Signer 0 Signer(s) Thumbprints(s) 0 .Li. ,, as L1.,iti..,41 .r i i.,yl.i..fl�l L i, 1N.'I4'41,I as Ant.. a‘1,411r •.( 1.,...117 iinfwL "..4il.i...an.A. ♦. <ii.f3,,.i•}II ,,to 1��41i•rl!i+.a„•J ',!aia, '1 a.al,a m 2009.2015 Notary Learning Center - M Rights Reserved You can purchase copies o1 this form from our ereb site at w.w,.TheNotarysStore.com SALASOBRIEN 1 36 CITY of City of Palo Alto (ID # 9434) PALO ALTC City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Annual Williamson Act Contract Renewal (2018) Title: Annual Review of Williamson Act Contract Renewals Within the City of Palo Alto From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council take the following actions: 1. Find that the project is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15317; and 2. Review and approve the renewal of Williamson Act contracts listed in Attachment A. Background The California Land Conservation Act of 1965, commonly known as the Williamson Act, is a state program that discourages agricultural lands from being converted to urban uses, preserves open space, and promotes efficient urban growth patterns. Under the California Land Conservation Act Program (Williamson Act), private landowners can voluntarily restrict their land to agricultural and compatible open -space land uses under a minimum 10 -year rolling term contracts administered by the jurisdictions. In return, restricted parcels are assessed for property tax purposes at a rate consistent with their actual use or generated income, rather than potential market value. The program provides property tax relief to owners of agricultural land who agree to limit the use of their property to agricultural or other approved compatible uses. On July 24, 1974, the City of Palo Alto adopted Ordinance No. 2663 to establish rules for both establishing and administering Williamson Act contracts for Palo Alto properties. Among other things, the rules regarding administration of established contracts limit the allowable uses of City of Palo Alto Page 1 the property to what is described in the contract, and provide that the contract remains in place when a property is sold, ensuring that the new owners are subject to the same use restrictions. The contracts are for a rolling 10 -year term with a renewal date of January 1 each year, at which time one year is added to the contract term so that the term remains 10 years unless either party provides notice of non -renewal. Every year, at least 80 days prior to the January 1 renewal date, the City Council reviews the contracts and, at that time, may initiate a notice of non -renewal for any contract or approve a notice of non -renewal submitted by a landowner. If the Council takes such action, then that contract does not renew on January 1 and terminates ten years later. Under certain conditions, the Council may also approve a landowner's request to cancel a contract. Contracts, for which the Council has not approved a notice of non -renewal or a cancellation, automatically renew for another 10 -year term each January 1. Discussion The Williamson Act Property Report for Calendar Year 2018 (Attachment A) provides information on the 25 parcels currently under contract with the City. Attachment A lists the parcels' 2018 assessed land value, acreages, and the land class (prime and non -prime land). A map showing the location of these individual parcels has been prepared for reference and is included as Attachment B. Properties under Contract Renewal There are 23 properties renewing their contract with the City of Palo Alto for another 10 year term starting from January 1, 2019. Of the 23 contracts, the privately operated Palo Alto Hills Golf and Country Club is not eligible for tax benefits. Although this golf course is a permitted use, only golf courses that are open to the public and charge minimal green fees are eligible for tax benefits. A total of 350 acres of land is under Williamson Act contracts in the City of Palo Alto. Approximately 42 percent of this land (147 acres) is defined as prime land with a Class I or Class 11 Natural Resource Conservation Service (NRCS) rating, which is considered to have the features able to sustain long-term agricultural production. About 70 percent of the land under contract is owned by private individuals. Stanford University Board of Trustee owns another 27 percent while the remaining land is owned by the City of Palo Alto. The 2016 California Land Conservation Act Status Report (Link: 2016 California Land Conservation Act Status Report) published in December 2016 provides detail of the land enrollment under the California Land Conservation Act throughout the state of California. City of Palo Alto Page 2 Properties under Contract Non -Renewal No application for Williamson Act contract non -renewal was filed with the City from October 2017 to August 2018. At present there are two parcels, previously approved for non -renewal by the City Council in 2014 and 2016 that are in the ten year process of termination. The two parcels will reach the end of their remaining terms on December 31, 2024 and 2026 respectively (see Attachment A for parcel details). Four parcels reported in last year's report (October 2017 report), owned by Mid -Peninsula Regional Open Space District, reached the end of their last ten-year term on December 31, 2017 and were removed from the Williamson Act designation. The California Department of Conservation's Williamson Act Program requires participating cities and counties to complete and submit applications for an Open Space Subvention Act payment per Government Code section 16144, which states: "On or before October 31 each year, the governing body of each county, city, or city and county shall report to the Secretary of the Resources Agency the number of acres of land under its regulatory jurisdiction which qualify for state payments pursuant to the various categories enumerated in Section 16142, together with supporting documentation as the secretary by regulation may require." While the State no longer provides meaningful subvention payments to local agencies, this reporting requirement remains in the law. Resource Impacts The property tax assessment for parcels under the Williamson Act is based on a rate consistent with the actual land use or generated income, rather than its potential market value. Because of this method of assessment, the City does not receive market value tax revenue for these properties. Based on data collected from the County Assessor's Office, the City would have received $11,000 in tax revenue if the parcels were not under Williamson Act contracts. Historically, the City received approximately $1,000 a year in subvention payments from the State to partially offset the foregone revenue. However, during the recession, the State suspended funding for these payments. In 2011, Assembly Bill 1265 allowed participating cities and counties to recapture 10% of the benefits; however, the implementation of this provision is generally only cost effective for cities and counties that have significant acreage under contract. Policy Implications The recommended action implements Ordinance No. 2663 regarding the administration of the Williamson Act for Palo Alto properties. The Williamson Act program complies with the goals of the Natural Environment Element of the City's Comprehensive Plan. The Natural Environment Element encourages protection, and conservation of Palo Alto's open space, natural resources City of Palo Alto Page 3 and ecosystems. Program N1.3.1 of Goal N-1 specifically supports preservation of Palo Alto's Williamson Act agricultural preserves. Environmental Review The proposed project is exempt from review under the California Environmental Quality Act (CEQA) pursuant to Section 15317 (Open Space Contracts or Easements) of the CEQA Guidelines. Attachments: Attachment A: Williamson Act Property Data 2018 (PDF) Attachment B: Williamson Act Parcels Map 2018 (PDF) City of Palo Alto Page 4 List of Parcels Under Williamson Act Contract to Renew on January 1, 2019 Number APN Street Name Full Address Owner Name Willia s Act Land Ownership Zoning creage after ducting Homesite Exclusion Homesite Exclusion d Class ct rate s vaiue Contract Assessed Land 1 2018 I li ssessed Land Value 20171 tssessed Land Value 20161 Unchanged; 1 2 120-31-001 El Camino Real 103 El Camino Real Leland Stanford Jr., Univ. Board of Trustees Stanford University Land PF 0.72 No acreage deducted Prime Unknown contract will continue for at least another 10 years. $11,040 $11,040 $10,514 2 , 120-31-009 El Camino Real Coyote Hill Road 103 El Camino Real Leland Stanford Jr., Univ. Board of Trustees Stanford University Land PF 10.00 No acreage deducted Prime Unknown Unchanged; contract will continue for at least another 10 years. $153,600 $153,600 $146,285 3 142-16-052 No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land AC (D) 36.02 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $14,808 $14,808 $8,165 $2,520 $8,850 $6,740 $0 $14,102 $7,776 $2,399 $8,428 $6,419 $0 4 142-16-057 Coyote Hill Road No Street Number Leland Stanford Jr., Stanford Univ. Board of Trustees University Land AC( D) 15.33 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $8,165 5 142-16-064 Deer Creek Road No Street Number Leland Stanford Jr., Stanford Univ. Board of Trustees University Land AC( D) AC( D) 4.04 One acre deducted for homesite Non Prime Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $2,520 6 142-16-065 Deer Creek Road No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land 16.70 One acre deducted for homesite Unknown Unchanged; contract will continue for at least another 10 years. $8,850 7 142-16-069 Coyote Hill Road No Street Number Leland Stanford Jr., Stanford Univ. Board of Trustees University Land AC( D) 12.48 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $6,740 8 3 182-33-014 Arastradero Rd 1525 Arastradero Rd City of Palo Alto City of Palo Alto Land PF 11.42 No acreage deducted Prime Unknown Unchanged; contract will continue for at least another 10 years. $0 Page 1 of 3 Number 9 APN 182-35-008 Street Name Alexis Dr Full Address Alexis Dr Owner Na Palo Alto Hills Golf and Country Club, Inc. Williamson Act Land Ownership Private Ownership Zoning 05 OS Acreage after Deducting Homesite Exclusion 5.52 Homesite Exclusion I No acreage deducted Land Class Prime Contract Start Date 5/1/1973 Contract Status Assessed Land 1 Value 2018 $53,846 Assessed Land Value 20171 $52,791 Assessed Land Value 20161 $51,756 Unchanged; contract will continue for at least another 10 Years. 10 182-35-035 Alexis Dr 3000 Alexis Dr Palo Alto Hills Golf and Country Club, Inc. Private Ownership 119.92 No acreage deducted Prime 5/1/1973 Unchanged; contract will continue for at least another 10 years. $1,484,039 $1,454,941 $1,426,413 11 351-05-024 Page Mill Rd 3845 Page Mill Rd Judith A. Block Trustee Private Ownership OS 7.72 One acre deducted for homesite Non Prime 2/16/1976 Unchanged; contract will continue for at least another 10 years. $54,309 $53,254 $52,196 $396,818 $1,142 12 351-05-042 351-05-043 Page Mill Rd 3837 Page Mill Rd David P. and Cynthia Lautzenheiser Trustee Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $412,854 $404,770 13 Page Mill Rd No Street Number Richard D. Guhse Trustee Private Ownership OS 19.01 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,200 $1,200 14 351-05-044 Page Mill Rd 3905 Page Mill Rd Michael R. Lowry Private Ownership O5 5.43 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $189,173 $185,464 $181,828 15 351-05-045 Page Mill Rd 3895 Page Mill Rd Marc and Lesley Wilkinson Private Ownership OS One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,082,259 $1,061,039 $1,040,235 $1,039,105 $571 16 351-05-046 Page Mill Rd 3885 Page Mill Rd William W. and Sharon T. Luciw Trustee Private Ownership OS 7.45 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,081,089 $1,059,900 17 351-05-047 Page Mill Rd 3875 Page Mill Rd Richard D. Kniss Trustee & Et Al Private Ownership OS 10.00 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $600 $600 Page 2 of 3 Number APN Street Name Full Address Owner Name Acreage Williamson after Act Land Zoning Deducting Ownership Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Assessed Assessed Contract Assessed Land Land Value Land Value Status Value 20181 20171 2016' 1 Unchanged; contract will continue for at least another 10 years. Unchanged; contract will continue for at least another 10 years. Unchanged; contract will continue for at least another 10 years. Unchanged; contract will continue for at least another 10 years. Unchanged; contract will continue for at least another 10 years. Unchanged; contract will continue for at least another 10 years. 18 351-05-048 Page Mill Rd 3865 Page Grace Carland Private Mill Rd Trustee Ownership OS 19 351-05-049 Page Mill Rd 3855 Page Mill Rd Patrick K. Suppes Private Ownership OS 20 351-12-062 Skyline Blvd 5061 Skyline Rogers Noah Blvd Private Ownership OS 9.00 10.00 One acre deducted for Non Prime homesite Unknown $37,330 $36,609 No acreage deducted Non Prime 10.39 No acerage deducted Non Prime 21 351-12-063 Skyline Blvd 5065 Skyline Blvd Robert Schulte Trustee Et al Private Ownership OS 11.35 One acre deducted for homesite Non Prime Unknown $538,824 $35,876 $528,259 $517,901 Unknown $662 Unknown $497,838 22 351-12-066 Skyline Blvd 2287 Skyline Robert Schulte Blvd Trustee Et al Private Ownership O5 23 351-25-015 Page Mill Rd 4201 Page Mill Rd Bruce A Leak Private Ownership OS 24 351-12-006 Skyline Blvd Midpeninsula 1405 Skyline Regional Open Blvd Space District Midpeninsula Regional Open O5 Space District 25 351-05-050 Page Mill Rd 3849 Page Jeffrey A. and Mill Rd Mary L. Thomas Private Ownership OS -0.76 10.31 138.59 10 No acreage deducted Non Prime Unknown $25 $662 $488,077 $25 $630 $478,507 $24 One acre deducted for homesite Non Prime Non Prime Unknown $1,655,780 $1,623,362 $1,591,464 2/26/1973 Contract Terminates 12/31/24 Non Prime 2/7/1977 Contract Terminates 12/31/26 Source: City of Palo Alto, Williamson Act Parcel Database 2018. Note Note 2 Note 3 Santa Clara County Assessors Office, Website: https://www.sccassessor.org/index.php/online-services/property-search/real-property The City of Palo Alto leases this land for public use; however, it is privately owned. Value not assessed because land is owned by public agency. Page 3 of 3 aoa ae /ds A0 8.0005 Hill Ros a8 0 Jasper Ridge Biological Preserve Portola Valley Coal Creek Open Space Preserve Russian Ridge Open Space Preserve San Mateo County Arastradero Preserve ino Stanford University viz-) FoothiL Open Space`. Preserve,_,_i Los,Trancos Opeti3pace Presers �Ow' Skyline Ridge Open Cnar& Prrcrrvr Legend Williamson Act Parcels Under Contract for 2018 Parcels with Non Renewal Notices Appproved Moody R 0005 o 0 Monte Bello Ope1f e Space Preserve Lone Ridee Ooeibi 00058 Mb goo rh y / 280 Santa Clara County Rancho San Antonio Open Space Preserve Upper Stevens Crgek.Canyon_,_._._._.__. Mountain View Los Altos Palo Alto Baylands Nature Preserve The City of Palo Alto This map is a product of the :ity of Palo Alto GIS Williamson Act Parcels 2018 7000' moitra, 2018-08-29 14:39:23 Williamson Act Properties 2018 (cc-maps\Encompass \Admin\Personal \Planning.mdb) This document is a graphic representation only of best available sources. The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto CITY OF PALO ALTO City of Palo Alto (ID # 9624) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Electric Overhead Construction Services Title: Approval and Authorization for the City Manager to Execute the Electric Overhead Construction Services Contract, Number C19172366 With Hot Line Construction, Inc. for a Total Not -to -Exceed Amount of $4,500,000 Over Three Years From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council: Approve and authorize the City Manager to execute the attached construction contract C19172366 (Attachment A) with Hot Line Construction, Inc. in an amount not -to -exceed $4,500,000 over 3 years, with a not to exceed amount of $1,500,000 per year, for Electric Overhead Construction Services, which includes construction maintenance and system improvement work on the City's overhead electric distribution system at various locations throughout the City of Palo Alto. Background During regular electric system inspection and evaluation, the Electric Operations Division identifies maintenance work throughout the utility electric distribution system. This includes identifying safety hazards and deteriorated infrastructure, such as wood poles, that need to be replaced. There are currently insufficient resources within Electric Operations to complete all of the currently identified and anticipated construction work over the next three years. Electric Operations has experienced a staffing shortage (16 vacancies) due to retirements, turnovers, employee disabilities and lack of qualified candidates. The electric overhead construction services covered under this construction contract will be used to assist Electric Operations with completing the maintenance work necessary to keep the overhead electric distribution system in compliance with state and utility regulations, and operating in a safe, reliable, and efficient manner. The construction services will also be used to aid and support Electric Operations during emergency or storm situations as needed. City of Palo Alto Page 1 Discussion The work to be performed under this contract involves construction services on the City's overhead electric distribution system. Staff prepared an Invitation for Bids ("IFB") soliciting qualified contractors to provide Overhead Electric Construction crew(s) at the City's request and billed on a time and equipment basis. A Scope of Services was included in the IFB describing the type of construction work that is expected to be completed. The proposers bid on the contract by providing labor and equipment rates for the various personnel and equipment that make up the typical overhead construction crew(s). The following table summarizes the bid process initiated in June 2018: Bid Name / Number Electric Overhead Construction Services/Overhead 2418-2421 Project/IFB 172366 Proposed Length of Project 3 Years Number of Contractors notified via Planet Bid. This number includes Builder's Exchange = (1G total) 228 Total Days to Respond to Bid 21 Pre -Bid Meeting Yes Number of Company Attendees at Pre- Bid Meeting 2 Number of Bids Received 2 (1 of these bid responses was a No Bid due to workload, Contractor cannot provide services for this contract term) The City received only one viable bid from Hot Line Construction. The last electric overhead construction contract was a three year contract for $1,500,000 annually (Staff Report #6121) with Pacheco Line Builders, who is no longer in business. Staff confirmed with the Contractor's State License Board that the contractor has an active license on file. Timeline: If Council approves the Contract, the Contractor will provide City requested operation crew(s) within 7 days of the issuance of Notice to Proceed. Resource Impact For FY 2019, $1,500,000 of the funds required for the construction contract is available in the Electric Fund operating budget. Continued work under this contract for FY 2020 through 2021 will be subject to satisfactory performance by the contractor and City Council approval of annual appropriations. City of Palo Alto Page 2 Policy Implications The approval of this construction contract is consistent with existing city policies, including the Council approved Utilities Strategic Plan to operate the electric distribution system in a cost effective manner and to invest in utility infrastructure to deliver reliable service. Environmental Review This work is categorically exempt from the California Environmental Quality Act (CEQA), under section 15301 (repair or maintenance of existing facilities), and section 15302 (replacement or reconstruction of existing structures and facilities) of Title 14 of the California Code of Regulations ( "CEQA Guidelines"). Attachments: • Attachment A: C19172366 Overhead Maintenance City of Palo Alto Page 3 ATTACHMENT A CITY OF PALO ALTO CONSTRUCTION CONTRACT Contract No. C19172366 City of Palo Alto "Overhead 2018-2021" Project Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS 6 1.1 Recitals 6 1.2 Definitions 6 SECTION 2 THE PROJECT 6 SECTION 3 THE CONTRACT DOCUMENTS 7 3.1 List of Documents 7 3.2 Order of Precedence 7 SECTION 4 CONTRACTOR'S DUTY 8 4.1 Contractor's Duties 8 SECTION 5 PROJECT TEAM 8 5.1 Contractor's Co-operation 8 SECTION 6 TIME OF COMPLETION 8 6.1 Time Is of Essence 8 6.2 Commencement of Work 8 6.3 Contract Time 8 6.4 Liquidated Damages 8 6.4.1 Other Remedies 9 6.5 Adjustments to Contract Time 9 SECTION 7 COMPENSATION TO CONTRACTOR 9 7.1 Contract Sum 9 7.2 Full Compensation 9 SECTION 8 STANDARD OF CARE 9 8.1 Standard of Care 9 SECTION 9 INDEMNIFICATION 10 9.1 Hold Harmless 10 9.2 Survival 10 SECTION 10 NON-DISCRIMINATION 10 10.1 Municipal Code Requirement 10 SECTION 11 INSURANCE AND BONDS 10 Invitation for Bid (IFB) Package 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 October 15, 2018 ("Execution Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and HOT LINE CONSTRUCTION, INC. ("Contractor"), is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a corporation duly organized and in good standing in the State of California, Contractor's License Number 710855 and Department of Industrial Relations Registration Number 1000001001. 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 June 19, 2018, City issued an Invitation for Bids (IFB) to contractors for the "Electric Overhead Distribution Maintenance Work" ("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 "Electric Overhead Distribution Maintenance Work" Project, located at various locations in 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 thirty-six (36) calendar months after the commencement date specified in City's Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of five hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages 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 for a Not To Exceed amount of One Million Five Hundred Dollars ($1,500,000) per year and for a Not To Exceed Amount of Four Million Five Hundred Dollars ($4,500,000) for all three years. 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well -supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an "Indemnitee" and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, "Liability") of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third -party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor's Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co -tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (1) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: Copy to: ❑ City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: OR Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT IZI City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Letty Rodriguez 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: Hot Line Construction, Inc. 9020 Brentwood Blvd. Ste. H Brentwood, CA 94513 Attn: Casey F. Rush 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. Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 26 NON -APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS' COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract." SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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. (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City's request. Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT PI City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10 -day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee HOT LINE CONSTRUCTION, 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 CITY OF PALO ALTO City of Palo Alto (ID # 9581) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Approval of Preliminary Design for Primary Sedimentation Tanks & CEQA Exempt Determination Title: Approval of the Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade Project Preliminary Design, Capital Improvement Program Project WQ-14003, at the Regional Water Quality Control Plant; and Finding the Project Exempt Under the California Environmental Quality Act ( CEQA) Guidelines Section 15301(b) and (e)(1) From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve the preliminary design for the Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade project at the Regional Water Quality Control Plant Capital Improvement Program project WQ-14003; and 2. Find the Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade project to be exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15301, subsections (b) and (e)(1). Background On January 29, 2018, Council approved a professional services contract (CMR ID# 8729) for design services with Kennedy/Jenks Consultants for the Primary Sedimentation Tanks (PSTs) Rehabilitation and Equipment Room Electrical Upgrade project. Kennedy/Jenks Consultants has since completed the preliminary design. City of Palo Alto Page 1 Discussion The preliminary design report (Attachment A) documents the condition assessment findings for the existing facilities and the preliminary design of the rehabilitation and upgrades for the project, including repairing and recoating the tank interiors, replacing sludge collection drive units, and replacing power distribution equipment. Rehabilitating the PSTs and ancillary systems allows continued reliable use of the primary treatment units. The work area is expected to be within the perimeter of PSTs and equipment room, and an area measuring approximately 15 feet by 50 feet adjacent to the equipment room to house a new electrical enclosure. The new electrical enclosure will be installed above the FEMA determined flood elevation. Staff intends to apply for a low -interest rate loan issued by California State Water Resources Control Board (SWRCB) Clean Water State Revolving Fund (SRF) to finance project construction. The SRF application requires the project have environmental clearance under the California Environmental Quality Act (CEQA) prior to submittal. Therefore, evaluation under CEQA has been completed in conjunction with the preliminary design; staff has determined that this project, including construction, is categorically exempt from CEQA as detailed below, and intends to file a Notice of Exemption with the Santa Clara County Clerk -Recorder after Council's approval of the project to meet SRF requirements. Applicants only have one opportunity annually to apply for SRF financial assistance. Application packages must be submitted by December 31, 2018 and 2019 SRF eligibility will be granted to applicants during the first quarter of the year. In the event if the SRF loan (or an alternate revenue bond) eligibility is granted, staff will return to council for approval on the loan agreement. Timeline Design completion is expected in December 2018. Solicitation for a construction contractor will commence in early 2019. To secure SRF financing for 2019, staff must submit the SRF application (including the CEQA document) by December 31, 2018. A Notice of Exemption will be submitted to Santa Clara County Clerk - Recorder's office within five days following Council's approval of the project as recommended in this report. After securing funding eligibility for the project from SWRCB, staff will return to Council for approval of the construction contract and SRF loan agreement. City of Palo Alto Page 2 Resource Impact While recognizing the preliminary nature of cost estimates, construction cost is estimated to range from $6.3 to 13.4 million. Approval of preliminary design and finding the project CEQA exempt is not anticipated to have any resource impacts. Policy Implications Authorization of this project does not represent a change in existing policies. Environmental Review The construction of this project has been determined to be exempt from CEQA under CEQA Guidelines Section 15301, subsections (b) and (e)(1), Existing Facilities, as it involves the repair and maintenance of an existing publicly -owned utility used to provide sewerage treatment services with a minor addition to an existing building. Filing the Notice of Exemption is an administrative action and does not require environmental review. Attachments Attachment A: Draft Preliminary Design Report for Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade Project Attachments: • Attachment A - Preliminary Design Report City of Palo Alto Page 3 SR 9581 - Attachment A Kennedy/Jenks Consultants 303 Second Street, Suite 300 South San Francisco, California 94107 415-243-2150 FAX: 415-896-0999 Draft Preliminary Design Report Palo Alto Regional Water Quality Control Plant Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade Project 12 July 2018 Donald L. Ervin C50633 Prepared for City of Palo Alto Public Works Department 2501 Embarcadero Way Palo Alto, CA 94303 K/J Project No. 1868004*00 Table of Contents List of Tables List of Figures List of Appendices iv Section 1: Section 2: Section 3: Introduction 1-1 1.1 Background 1-1 1.2 Project Objectives 1-2 1.3 PDR Purpose and Objectives 1-2 1.4 Related Documents 1-2 Summary of Conditions and Recommendations 2-1 Description of Conditions and Recommended Repair and Rehabilitation 3-1 3.1 PST and Primary Effluent Channel Structures 3-1 3.1.1 PST and Primary Effluent Channel Concrete Repairs and Coatings 3-1 3.1.1.1 PST and Primary Effluent Channel Interior 3-5 3.1.1.2 PST Top Deck 3-6 3.1.2 Lift Hangers 3-7 3.1.3 Effluent Troughs and Weir Plates 3-8 3.1.4 PST Top Deck Access Hatches 3-8 3.2 Process Mechanical Systems 3-10 3.2.1 Drive Units for the Sludge Collection Mechanisms 3-10 3.2.2 Sludge Collection Mechanisms 3-12 3.2.3 Scum Skimmers 3-13 3.2.4 72 -inch Sluice Gate 3-14 3.2.5 36 -inch RAS Pipeline 3-15 3.2.6 Sludge Pipelines 3-17 3.2.6.1 Cured in Place Pipe (CIPP) Lining 3-18 3.2.6.2 Cathodic Protection 3-18 3.2.6.3 Recommendations for Rehabilitation of Sludge Pipelines 3-19 3.2.7 Scum Pipelines 3-19 3.2.7.1 Recommendations for Rehabilitation of Scum Pipelines 3-20 3.2.8 Scum Piping at Scum Pit B and Scum Feed Pumps 3-20 3.2.9 PST Influent Baffle Plates 3-20 3.2.10 PST Top Deck Drain Covers 3-21 3.3 Electrical Upgrades 3-22 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Table of Contents (cont'd) 3.3.1 Existing Electrical and Controls 3-22 3.3.1.1 Existing Distribution System 3-23 3.3.1.2 Existing Control System 3-24 3.3.2 Alternative Analysis and Recommended Location for MCCs F, G, and H 3-24 3.3.3 Replacement MCCs and Future Load Centers in a New Enclosure 3-26 3.3.4 New Receptacles for PST Top Deck 3-27 3.3.5 Sludge Collection System Electrical and Control Improvements 3-28 3.3.6 Incorporation of Electrical and Control Systems 3-28 3.3.7 72 -inch Sluice Gate 3-28 3.3.8 Existing Deck Area Lighting 3-29 Section 4: Design Criteria 4-1 4.1 Structural 4-1 4.2 Mechanical 4-1 4.3 Electrical 4-2 4.3.1 Codes and Standards 4-2 4.3.2 Electrical Design Calculations and Studies 4-2 4.3.2.1 Studies 4-2 4.3.2.2 Voltage Drop 4-3 4.3.3 Power Distribution System 4-3 4.3.3.1 Motor Control Centers (MCCs) 4-3 4.3.3.2 Variable Frequency Drives (VFD) 4-3 4.3.3.3 Dry -type Transformers and Panelboards 4-3 4.3.4 Raceway System 4-4 4.3.4.1 Interior Process Areas 4-4 4.3.4.2 Outdoor Process Areas 4-4 4.3.4.3 Outdoor Belowground Areas 4-4 4.3.5 Conductors 4-4 4.3.5.1 Low Voltage Power and Control Cables 4-4 4.3.5.2 VFD Cables 4-4 4.3.5.3 Low Voltage Instrumentation Cables 4-5 4.3.6 Luminaires 4-5 4.3.6.1 Exterior 4-5 4.3.6.2 Interior 4-5 4.3.6.3 Exterior Doors 4-5 4.3.6.4 Emergency Lights 4-5 4.3.6.5 Lighting Control 4-5 Section 5: Preliminary Project Schedule 5-1 5.1 Final Design 5-1 5.2 Public Bidding 5-1 ii Draft Preliminary Design Report, Palo Alto WQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Table of Contents (cont'd) 5.3 Construction and Operational Constraints 5-1 5.4 Overall Schedule and Sequencing 5-3 Section 6: Preliminary Opinion of Probable Construction Cost 6-1 References i List of Tables Table 1: Table 2: Table 3: Table 4: Table 5: Table 6: Table 7: Table 8: List of Reference Documents Summary of Condition Assessments Summary of PST and Primary Effluent Channel Conditions and Recommendations Summary of Process Mechanical Conditions and Recommendations Summary of Electrical Conditions and Recommendations Sludge Pipeline Overview Scum Pipeline Overview Summary of Score Sheet Results List of Figures Figure 1: Figure 2: Figure 3: Figure 4: Figure 5: Figure 6: Figure 7: Figure 8: Figure 9: Figure 10: Figure 11: Figure 12: Figure 13: Figure 14: Figure 15: Figure 16: Figure 17: Typical PST Ceiling Condition Outside of Effluent Trough Area Ceiling Above PST No. 2 Effluent Troughs Examples of Corroded Metal Embedded in Surface of PST Ceiling Section of PST Top Deck Reinforcing Steel at an Existing Surface Crack Exposed in 2004 Examples of Lift Hangers Examples of Effluent Weir Plates Examples of Effluent Weir Plates Link -Belt Drive Unit 1970 Shop Drawing Individual Drive Mounting Configuration Concept Scum Skimmer as Viewed from the Interior of PST No. 1 72 -inch Sluice Gate Operator and Actuator Control Panel 36 -inch RAS Pipeline and Butterfly Valve Located in Primary Effluent Channel (2004) Operator for 36 -inch RAS Butterfly Valve Located in Primary Effluent Channel Typical PST Influent Baffle Plate Typical PST Top Deck Drain Cover Existing MCC -F Primary Effluent Channel Temporary Bulkhead Layout Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Table of Contents (cont'd) List of Appendices A Condition Assessment B Score Sheet for Motor Control Centers Location Options C 30% Design Drawings D Preliminary Specification List E Preliminary Opinion of Probable Construction Cost F New Electrical Enclosure Preliminary Design (Not included in Draft PDR Submittal) iv Draft Preliminary Design Report, Palo Alto WQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Section 1: Introduction This Preliminary Design Report (PDR) documents the condition assessment findings for the existing facilities and the preliminary design of the rehabilitation and upgrades for the Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade Project (Project) at the City of Palo Alto (City) Regional Water Quality Control Plant (RWQCP). 1.1 Background Through previous studies, the City has identified significant age -related facility rehabilitation and upgrade needs at the RWQCP. On occasion, failures of aged equipment have led to partial process outages and associated expedited repairs and expensive maintenance. The City commissioned the Project to help address these issues. The Project primarily involves the rehabilitation and upgrade of the four primary sedimentation tanks (PSTs), the Primary Effluent Channel, and three electrical motor control centers (MCCs) — MCC F, MCC G, and MCC H. The four PSTs and the Primary Effluent Channel are constructed of reinforced concrete and have been in continuous service since they were commissioned in the 1970s. The PSTs and Primary Effluent Channel are part of a larger structure, referred to as the Main Structure, that includes adjoining sludge thickeners, aeration tanks, secondary clarifiers, equipment rooms, the Primary Influent Channel, RAS Mixing Box, the Diversion Box, and the Intermediate Pump Station. Each PST is approximately 220 feet long and 41 feet wide with depths between approximately 14 and 16 feet. Each PST is divided lengthwise into two channels ("A" and "B" sides) by a wall that varies in height from approximately 3 to 5 feet and a baffle that extends downward from the ceiling approximately 3 feet. The Primary Effluent Chanel measures approximately 168 feet long, 8 feet wide, and 14 feet deep. The PSTs and Primary Effluent Channel are covered with a monolithic concrete deck slab (aka the PST top deck). The PSTs are equipped with mechanical equipment and controls for sludge and scum removal. Over the course of more than 45 years of service, the coatings on the interior of the PSTs and Primary Effluent Channel have failed, and cracks, spalls, and concrete deterioration have been observed on the PST top deck and interior surfaces of the tanks and channel. Although the in -tank sludge collection mechanisms and ancillary equipment (flights, chains, sprockets, shafts, wear strips, and return rail) were replaced in the last 5 years, the electromechanical units used to operate the mechanisms (aka drive units) are original equipment that are at the end of their useful life. In addition, corrosion has been observed on the metal PST effluent weirs and equipment lift hangers located on the interior of the PSTs. The piping used to convey scum from PST Nos. 3 and 4 to the Sludge Pump Room was relined in 2011 due to leaks. Additionally, the piping used to convey sludge from PST No. 3 to the Sludge Pump Room was capped and replaced with a submersible pump and new piping in 2001 due to leaks. MCCs F, G, and H were installed concurrent with the construction of the PSTs and Primary Effluent Channel in the 1970s. Similar to the PSTs and Primary Effluent Channel, the MCCs Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 1-1 \\sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx have been in continuous service since their original commissioning and are at the end of their expected useful service life. 1.2 Project Objectives The objectives of the project are to rehabilitate and upgrade the PST and Primary Effluent Channel structure, sludge collection mechanism system drive units, primary sludge and scum piping, electrical MCCs, and ancillary systems so they can provide reliable service for at least the next 20 years. The recommended rehabilitation and upgrades include repairing the concrete structure and applying new coatings; replacing the drive units on the sludge collection mechanisms; constructing a new pile -supported enclosure to house replacements for MCCs F, G, and H; adding controls to monitor the operation of the PST sludge collection mechanisms; rehabilitating or replacing the 72 -inch sluice gate located in the Primary Effluent Channel; installing new electrical outlets on the PST top deck; restoring area lighting on the PST top deck; and other improvements. 1.3 PDR Purpose and Objectives The preliminary design phase of the Project advances the Project design to approximately a 30% level. In this PDR the condition assessments, investigations, research, and analyses of the existing facilities is documented and improvements are recommended. Project design criteria, a preliminary project schedule with proposed construction sequencing, and a preliminary opinion of probable construction cost (OPCC) for the recommended improvements are also presented. 1.4 Related Documents Information in the documents listed in Table 1 below was reviewed to develop the Project 30% design. Table 1: List of Reference Documents Year Title 2018 PARWQCP Utilities Locations Plan 2014 Chain and Flight Collector System 2012 PARWQCP Long Range Facilities Plan — Final Re 2011 8 -Inch Scum Pipe Rehabilitation — CIPP 2008 Prepared By City of Palo Alto Polychem Systems ort Carollo lnsituform UV Disinfection Facility — Single Line Diagram — 12 -kV System, Drawing E-2 2003 PST Effluent Channel Stop Log Installation 2001 Sedimentation Tank No. 3 Sludge Pump Installation 1998 PST Equipment Rehabilitation 1996 Aeration Influent Channel Modification 1988 Short Circuit and Coordination Study 1988 Electrical Shop Drawings for Alarm System 1988 Record Drawings for Phase 1 Capacity Expansion Project 1987 Electrical Record Drawings for WQCP Expansion Project 1986 WQCP Capacity Expansion Project — Preliminary Design Report DTN Engineers, Inc RMC Water and Environment Kennedy/Jenks Consultants Kennedy/Jenks Consultants Link -Belt City of Palo Alto Applied Power Autocon CH2M Hill CMC CH2M Hill Page 1-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade \1sfo61kjc-rootlkj-projectslsanfrancisco\pw-proj\2018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_report\draft pdr_07122018.docx Table 1: List of Reference Documents (Continued) Year Title Prepared By 1980 Scum Handling Improvements Kennedy/Jenks Engineers 1979 Shop Drawings for RAS Pipe to FFR Jenks & Harrison 1977/ Design/Record Drawings for the Construction of Advanced Jenks & Harrison 1981 Wastewater Treatment Facilities 1972 Shop Drawings for Alum Frames and Gratings Donico 1970 Installation Drawing — Heavy Duty Sluice Gate Armco Steel Electrical Shop Drawings for the Construction of Regional 1970 Wastewater Treatment Works, Project Unit 1 — Water Autocon Quality Control Plant Record Drawings for the Construction of Regional 1969 Wastewater Treatment Works, Project Unit 1 — Water Quality Control Plant Jenks & Adamson Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 1-3 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcppsl_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page 1-4 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Section 2: Summary of Conditions and Recommendations This section summarizes the existing conditions and recommendations to achieve the project objectives. The assessment of the current condition of the existing facilities is based on review of previous condition assessment reports and the 2018 PST Condition Assessment completed by Kennedy/Jenks Consultants. A summary of condition assessments is provided below in Table 2. Table 2: Summary of Condition Assessments Year Title 2018 PST Condition Assessment Location PSTs, Primary Effluent Channel, 36 -inch RAS pipe, 72 -inch sluice gate, scum and sludge piping, and Electrical Room Prepared By Kennedy/Jenks Consultants (Appendix A of this PDR) 2004 Assessment Summary for Primary Sedimentation Tanks1 PST 1-4 Kennedy/Jenks Consultants 2004 Assessment Summary for Primary Influent and Effluent Channels' Primary Effluent Channel Kennedy/Jenks Consultants 2004 Structural Observations of Reinforcing Steel in Concrete Deck Over Primary Sedimentation Tanks2 PST top deck Mark Thomas & Company 1992 PST Wall and Deck Crack Report Northwest wall of PST4B Kennedy/Jenks and PST top deck above Consultants PST1 1 Part of Appendix N of the Regional Water Quality Control Plant Facility Condition Assessment Final Report, Kennedy/Jenks Consultants, 2006. 2 Appendix J of the Regional Water Quality Control Plant Facility Condition Assessment Final Report, Kennedy/Jenks Consultants, 2006. The 2018 PST Condition Assessment is summarized in Appendix A and included reviews of the PST structure, the Primary Effluent Channel, the section of the 36 -inch return activated sludge (RAS) pipe located above the PST top deck, the portions of the 72 -inch sluice gate located above the PST top deck, mechanical equipment and components located in the PSTs and on the PST top deck, the interiors of scum and sludge piping, access hatches and covers located on the PST top deck, and the scum system located in the Equipment Room. The reviews included: • Visual observations of existing conditions. • Non-destructive testing. This included load testing some of the existing equipment lift hooks located on the interior of the PSTs and measuring the amount of concrete cover on reinforcing steel (the distance from a concrete surface to the reinforcing steel embedded in the concrete). • Destructive testing. This included the collection of concrete samples by coring, then conducting compressive strength and carbonation tests on the samples. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 2-1 \\sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx • Interviews with City staff. The condition assessments were made considering the following improvements pre -determined by the City: • Replace the existing 3 -way drive units for the in -tank sludge collection mechanisms with single -shaft drive units dedicated to the operation of each sludge collection mechanism. • Add sensors on the sludge collection mechanism for remote monitoring of mechanism operation. • Add adjusters to the rear idler sprockets on longitudinal sludge collection mechanisms. • Remove the access hatches in the PST top deck located above the scum skimmers and install guardrails around the openings where the hatches are removed. • Replace the wiper blades on the scum skimmers. • Replace MCCs F, G, and H; and the conductors and conduits used to feed connected loads. • Install valve actuators and controls on the scum system in the Equipment Room for system automation. • Add electrical receptacles around the perimeter of the PST top deck. Tables 3 through 5 provide summaries of the observations/findings from the condition assessment efforts along with a summary of related recommended improvements. More - detailed information on the facility conditions and related repair and rehabilitation recommendations is provided in Section 3. THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK Page 2-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx Table 3: Summary of PST and Primary Effluent Channel Conditions and Recommendations Summary of Condition Location Substrate Coating Recommendation PSTs and Primary Effluent Channel Interior: Floors • Shrinkage cracks (minor) • N/A • Seal cracks (>1/64 inch) Walls • Vertical shrinkage cracks (few weeping) • Exposed aggregate at ETA (above NWL) • Remnants of adhesive from failed waterproof sheeting where sheeting gone • Concrete spalls at openings between PEC and Intermediate Pump Station • Failed • Seal cracks (weeping and >1/64 inch) and • Remnants apply penetrating corrosion inhibiter along of failed surface of crack waterproo • Replace coating (ceiling and down to 1 foot f sheeting below NWL) on walls • Remove remnants of failed waterproof sheeting • Remove remnants of adhesive from waterproof sheeting from surfaces to be coated • Repair spalls Ceiling Ceiling Beams Lift Hangers Effluent Weirs • Shrinkage cracks • Exposed aggregate at ETA • Concrete spalls & exposed, corroded reinforcing at deck openings • Transverse cracks • Exposed aggregate at ETA • Varying degrees of corrosion • Concrete rock pockets and shrinkage cracks • Significant metal weir corrosion • Corrosion on exposed ends of anchor bolts • Failed • Failed • Resurface areas of exposed aggregate and apply penetrating corrosion inhibiter • Replace coating • At openings, clean and/or replace portions of exposed/corroded reinforcing and repair spalls • Seal cracks (>1/64 inch) • Resurface areas of exposed aggregate and apply penetrating corrosion inhibiter • Replace coating • Failed • Replace with new stainless steel • Clean out and fill rock pockets • Failed • Replace weirs with FRP plate • Replace anchor bolts PSTs and Primary Effluent Channel Exterior: Top Deck • Intact and failing past • N/A repairs at cracks • Unrepaired shrinkage cracks Walls (PEC, PST 4) PST, PEC, and PIC Access Hatches • Seal cracks • Replace failed crack repairs • Apply sealer to surface • Cracks • Failure of anchors on some frames • Some bent covers • Minor corrosion • N/A • Seal cracks • N/A • Replace frames that have failed anchors • Replace covers with open grating (City request) Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 2-3 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Table 3: Summary of PST and Primary Effluent Channel Conditions and Recommendations (Continued) Summary of Condition Location Substrate Coating Recommendation Scum Skimmer • Good condition • N/A Access Hatches Covers on PST • Corroded Top Deck Drains • Remove covers (retain frames) (City request) • Install guardrails around the openings (City request) • N/A • Replace 2 The Primary Effluent Channel was inaccessible for complete visual observation during the 2018 Condition Assessment and was observed only from the PST top deck through open access hatches while it was in service. Recommendations presented include those related to observed conditions documented in the 2004 Assessment Summary for Primary Influent and Effluent Channels (Kennedy/Jenks Consultants). It is recommended to perform a more complete visual observation of the channel during the construction phase rehabilitation to confirm the conditions and recommendations, or modify the recommendations to address the actual conditions observed, if needed. Abbreviations: • NWL = Normal Water Level • ETA = Effluent Trough Area • PEC = Primary Effluent Channel • PST = Primary Sedimentation Tank • N/A = Not applicable • PIC = Primary Influent Channel • FRP = Fiber -reinforced Plastic THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK Page 2-4 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade \\sfo6\kjc-root1kj-projects\sanfrancisco\pw-proj\2018\1868004.00-paloaltorwgcp_pst_rehab\09-reports\9.09_reportldraft pdr_07122018.docx Table 4: Summary of Process Mechanical Conditions and Recommendations Location Condition Recommendation Drive Units on Sludge Collection Mechanisms • Functional, but aged and outdated • Replace Sludge Collection Mechanisms • Good Scum Skimmers 72 -inch Sluice Gate 36 -inch RAS Pipeline • Mechanism: Good • Wipers: Worn • Inaccessible for complete visual observation • Assume rendered inoperable in the closed position due to corrosion • Areas of coating failure on section in PEC • Corrosion on valve located at top of riser in PEC • Corrosion on operator gear box and stem mounted on valve located in PEC • Corrosion of operator stand (located on PST top deck) for valve located in PEC • Upgrade for operation remote monitoring • Replace wipers • Perform complete visual observation during construction phase rehabilitation of the PEC • Replace (assumption for bidding purposes) • Replace failed coating on pipeline in PEC • Remove corrosion on valve and coat • Replace valve operator gear box and stem • Replace valve operator stand on PST top deck Sluice Gates in PEC Scum Pipeline for PST -1 and PST -2 Scum Pipeline for PST -3 and PST -4 • Areas of coating failure • Glass Lining: Good • Joints: Corroded • CIPP Lining: Good • Joints: Not visible • Replace failed coating • Install cathodic protection • Protect joints by lining pipeline • Install cathodic protection Sludge Pipelines for PST -1, PST -2 and PST -4 • Glass Lining: Good • Joints: Corroded • Install cathodic protection Sludge Pipeline for PST -3 • Corroded at waterline • Replace corroded section of piping 1 Abbreviations: RAS = Return Activated Sludge PEC = Primary Effluent Channel PST = Primary Sedimentation Tank THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Page 2-5 Table 5: Summary of Electrical Conditions and Recommendations Location Condition Recommendation MCC F • Functional, but aged MCC G • Functional, but aged MCC H • Functional, but aged Conduits between MCCs F, G, & • Reports of corrosion H and connected loads • Reports of collapses PST Top Deck Area Lighting • Some lights not functioning • Replace • Replace • Replace • Replace • Replace fixtures with new LED fixtures/bulbs • Install spare conduits for new wiring to area lighting • Test lighting function with new fixtures during construction • Include allowance in bid docs for replacement breakers/wiring for lights that do not function after fixture/bulb replacement THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK Page 2-6 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade \1sfo61kjc-rootlkj-projectslsanfrancisco\pw-proj\2018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_report\draft pdr_07122018.docx Section 3: Description of Conditions and Recommended Repair and Rehabilitation This section presents more -detailed descriptions of the condition of the existing facilities and proposed repair and rehabilitation. Rehabilitation of the structural aspects of the PSTs and Primary Effluent Channel are presented first followed by a presentation of the rehabilitation and upgrade of the process mechanical components. Rehabilitation for upgrading the electrical components of the Project are presented at the end of this section. 3.1 PST and Primary Effluent Channel Structures This section includes the following components of the PST and Primary Effluent Channel structures: • Concrete components on the interior and exterior of the PSTs and Primary Effluent Channel • Equipment lift hangers located on the interior of the PSTs • Effluent troughs and weirs located on the interior of the PSTs • Access hatches located in the PST top deck 3.1.1 PST and Primary Effluent Channel Concrete Repairs and Coatings The ceiling (underside of the PST top deck) and the top 4 feet of the walls inside the PSTs and Primary Effluent Channel were originally coated with a coal tar epoxy protective coating. Additionally, the inside faces of the exposed, exterior walls of the PSTs and Primary Effluent Channel were lined with a waterproofing material. The coating and waterproofing that remains in the PSTs and Primary Effluent Channel appears to be the originally applied materials. Both materials have failed. The failed coating has exposed the underlying concrete to varying degrees. For example, the coating is completely gone from the ceiling of the PSTs located above the effluent troughs and nearly all gone from the tops of the walls in the same areas. In the remainder of the PSTs and the majority of the Primary Effluent Channel (based primarily on the observations conducted in 2004), much of the coating remains, but there are areas where it is discontinuous (e.g., across cracks in the concrete) or missing as shown in Figure 1 below. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-1 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Figure 1: Typical PST Ceiling Condition Outside of Effluent Trough Area Failure of the protective coating has resulted in varying degrees of concrete surface deterioration. The greatest deterioration has occurred above the effluent troughs in the PSTs. For example, the depth of concrete loss in PST No. 2 has been as much as 1 inch and resulted in exposed aggregate on the ceiling, ceiling support beams, and portions of the walls located above the normal water level (NWL) as shown in Figure 2 below. The depth of deterioration over the PST No. 1 effluent troughs is less, measuring up to approximately 1/2 inch. On areas of the ceiling outside of the effluent trough areas where the coating is gone, the depth of surface deterioration is approximately 1/16 inch. Page 3-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Figure 2: Ceiling Above PST No. 2 Effluent Troughs Coating failure and concrete deterioration is most likely more severe above the PST effluent troughs due to the generation of sulfuric acid related to the cascading of primary effluent over the effluent weirs and into the troughs. It is common for the atmospheric moisture generated by cascading primary effluent to contain hydrogen sulfides. The sulfides contained in the moisture that condenses on the PST surfaces located above the NWL can be biologically converted to sulfuric acid which is aggressive to concrete. It is therefore important to apply an acid -resistant coating to the concrete surfaces above the NWL. If the coating contains discontinuities such as pinholes (which is common), the sulfuric acid can reach the concrete and degrade the concrete beneath the coating. If left unchecked, this will cause failure of the coating and, with prolonged contact, concrete surface degradation similar to that observed. The sulfuric acid changes the composition of the concrete matrix surrounding the embedded aggregate from strong calcium silicates and carbonates to structurally weak calcium sulfate (gypsum) and reduces the pH of the concrete surface, a process known as carbonation. Testing conducted on concrete cores collected from the ceiling above the effluent troughs in PST Nos. 1 and 2 found depths of carbonation measured from the current deteriorated concrete surface ranging from 1/8 to 1/4 inch. If left unchecked, carbonation can encroach on the embedded reinforcing steel, resulting in corrosion of the steel due to a lowered pH. Corrosion of embedded reinforcing steel will generally cause spalling of the concrete cover on the reinforcing, especially if the corrosion is severe. Spalling due to reinforcing steel corrosion was not observed in the PSTs assessed except at the perimeter of some openings through the PST top deck, especially at openings cut into the deck after the original deck construction where the ends of cut steel were left exposed. The specified concrete cover for the reinforcing steel in the PST ceiling was Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-3 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx 1-1/2 inches. Given the combined depth of surface loss and carbonation above the PST No. 2 effluent troughs (approximately 1-1/4 inches), the potential for embedded steel corrosion exists even though spalling was not observed. If present, embedded steel corrosion would be revealed only when the damaged concrete is thoroughly removed, and reinforcing crossing cracks is partially exposed during construction. Aside from areas of exposed reinforcing steel at the perimeter of some openings in the PST top deck, there appeared to be small pieces of corroded metal embedded in the surface of the PST ceilings and ceiling support beams in a few places. In some cases, the corroded metal appeared to be short (approximately to 6 -inch long) sections of misplaced reinforcing steel, i.e., either a remnant that dropped to the bottom of a form before concrete was placed, or a beam stirrup that was improperly supported in the form before concrete placement as shown on the left side of Figure 3, below. In other cases, the corroded metal appeared to be the feet of metal chairs often used to support reinforcing steel above a form prior to concrete placement as shown on the right side of Figure 3, below. None of the pieces of corroded metal observed are a concern from a structural perspective. Figure 3: Examples of Corroded Metal Embedded in Surface of PST Ceiling Depending on their width, the cracks observed in the PST concrete structure (top deck on both the top and bottom surface, top deck support beams, walls, and floor) can provide paths for moisture to reach the embedded reinforcing steel and cause its corrosion. The condition of the reinforcing steel near the top surface of the PST deck was investigated in 2004 by removing the concrete cover where the steel crossed a crack at a few places. The steel was reported to be in good condition, most likely due to the protection provided by a crystalline waterproofing material applied to the cracks and top surface of the deck (2004, Mark Thomas & Company). A section of reinforcing steel exposed in 2004 is shown in Figure 4 below. Research indicates that the waterproofing material was applied to the PST top deck around 1992. Based on recent observations, although some of the cementitious material used to seal the cracks on the top Page 3-4 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx surface of the PST top deck has failed, there was no indication of steel corrosion (such as concrete spalling) observed. Figure 4: Section of PST Top Deck Reinforcing Steel at an Existing Surface Crack Exposed in 2004 The recent conditions assessment included a focused observation of several of the cracks on the underside of the PST top deck and the walls and floor inside the PSTs. The majority of the cracks were found to be tight (less than 1/64 -inch in width). Although some of the cracks in the PST walls showed signs of past leakage (i.e., white crystalline deposits on the concrete surface around the cracks), only one of the cracks observed was actively leaking. No signs of reinforcing corrosion (e.g., concrete spalling, iron oxide staining) were recorded at any of the cracks observed. Although the PST structure has been in service for approximately 50 years (exceeding the average life expectancy of wastewater treatment concrete structures by approximately 10 years (DWQ, 1983)), it appears its service life can be extended by implementing improvements that will arrest the current concrete deterioration and mitigate corrosion of the reinforcing steel. Recommended improvements generally involve the following: 3.1.1.1 PST and Primary Effluent Channel Interior 1. Ceiling (including beams) and walls from ceiling to 1 foot below the normal water level (NWL): a. Remove existing coating and soft and carbonated concrete to sound concrete. b. Remove concrete from around any exposed reinforcing steel, remove corrosion from the steel, and apply a steel corrosion inhibiter directly to the exposed steel Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-5 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx c. Apply a corrosion inhibitor designed to penetrate into concrete to the prepared concrete surfaces to help mitigate corrosion of the embedded reinforcing steel. The inhibitor is designed to migrate through the concrete to form a protective barrier around the reinforcing steel. d. Resurface degraded concrete surfaces to restore the original concrete cover on the reinforcing steel using a repair mortar designed for overhead applications. In large areas, apply this material pneumatically (shotcrete). In small areas, apply this material manually (hand troweling). e. Inject structural epoxy resin into cracks in the ceiling support beams wider than 1/64 inch. f. Apply a protective coating. 2. Walls from 1 foot below the NWL to the floor: a. Inject low -viscosity, hydrophobic, expanding chemical grout into cracks with active leaks. b. Inject structural epoxy resin into non -leaking cracks wider than 1/64 inch. c. Coat the surface of the wall within 1 inch of all cracks using a penetrating corrosion inhibitor. 3. Floors a. Inject structural epoxy resin into cracks wider than 1/64 inch. 3.1.1.2 PST Top Deck 1. Inject structural epoxy resin into discontinuous, non-moving cracks wider than 1/64 inch that don't span beam -to -beam, or girder -to -wall. 2. Inject low -viscosity, hydrophobic, expanding chemical grout into recurring/moving cracks wider than 1/64 inch. 3. Replace existing deteriorated/failed grout/mortar crack repairs. 4. Apply a crystalline waterproofing over the entire deck area. This material is designed to penetrate into the concrete to reduce its porosity and seal cracks less than 1/64 inch wide. This type of product was applied to the PST top deck around 1992. Recommended products include: 1. Protective coating: Elastomeric polyurethane such as Enduraflex 1988, Polibrid 705, or equal. 2. Penetrating corrosion inhibitor: Sika FerroGard, or equal. Page 3-6 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo6\kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx 3. Concrete resurfacers: a. Shotcrete: Sika MonoTop 615, or equal. b. Repair mortar: SikaTop122 Plus, SikaTop 123 Plus, or equal. 4. Structural epoxy resin: Sikadur 35 Hi -Mod LV, or equal. 5. Low -viscosity, hydrophobic, expanding chemical grout: SikaFix HH LV, or equal. 6. Crystalline waterproofing: Xypex (no known equal). 3.1.2 Lift Hangers Lift hangers are cast into the ceiling of each PST above each shaft for the sludge collection mechanisms to facilitate shaft installation and removal for maintenance and repair. The hangers were specified to be 7/8 -inch diameter smooth rods coated with galvanizing. There is a total of twelve hangers in each PST. The majority of the lift hangers are now severely corroded, and there is no indication of galvanizing remaining on them as shown in Figure 5. Additionally, the concrete at the lift hanger embedment is cracked or contains rock pockets as may be seen in the photo on the left in Figure 5. Figure 5: Examples of Lift Hangers The six lift hangers tested in PST No. 1 supported a 900 -pound test load. However, replacement of the existing hangers is recommended due to the extent of hanger corrosion. If the existing hangers are left in place to corrode, they can allow corrosion to migrate to adjacent steel reinforcing in the concrete. Removal should extend to corroded portions of the hangers embedded in the concrete, or at least cutting the hangers off a minimum of 1 inch below the concrete surface if the embedded portions are not corroded. Rock pockets around the remaining hanger ends should be chipped out. The remaining ends should be coated with a corrosion inhibiter and covered with a repair mortar that restores the concrete. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-7 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Recommended replacement hangers are shouldered 316 stainless steel forged machinery eyebolt with a 2 -inch minimum inside diameter and rated for a minimum working angular lift load of 900 pounds. The new eyebolts will need to be aligned with the vertical center line of the existing hangers. Given the condition of the concrete surrounding the existing hangers, it is recommended to extend the eyebolt shaft through the PST top deck slab and secure it to a type 316 stainless steel plate located at the top of deck slab. The stainless steel plate can be recessed into the top surface of the slab so that it is not a tripping hazard. 3.1.3 Effluent Troughs and Weir Plates The concrete effluent troughs were partially filled with primary effluent at the time of the condition assessments. Visible concrete surfaces on the top and around the exterior of the troughs appeared to be in good condition except for some shallow surface scaling. The top edge of each PST effluent trough is configured with a steel weir plate bolted to the outside face of the trough walls. The weir plates were specified to be 1/4 -inch thick and galvanized after fabrication. The plates are now corroded, and there is no indication of galvanizing remaining on them as shown in Figure 6 below. Additionally, the exposed ends of the bolts securing the weir plates to the effluent trough walls are corroded. However, threads are still visible on some bolts. Figure 6: Examples of Effluent Weir Plates It is recommended to replace the existing steel weir plates with fiberglass weir plates. Additionally, it is recommended to replace the existing anchor bolts with new type 316 stainless steel bolts. Corroded portions of the existing anchor bolts, including portions embedded in the trough walls, should be removed, and the concrete patched with repair mortar. Similar to the lift hangers, it is possible that corrosion from the existing anchor bolts has migrated to the reinforcing steel embedded in the trough walls. This will not be known until the existing weirs and the bolts are removed. Recommended concrete and reinforcing repairs are similar to those prescribed for the other areas of the tanks. 3.1.4 PST Top Deck Access Hatches There are two general types of access hatches located in the PST top deck. The majority of the hatches are comprised of aluminum frames cast into the concrete deck with solid (non - Page 3-8 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx perforated), non -hinged, aluminum plank covers. These hatches were installed concurrent with the construction of the Main Structure and will be referred to as the original hatches. The remaining hatches are located over the scum skimmers and are comprised of aluminum frames with solid, hinged, aluminum plate covers. The frames of the scum skimmer hatches appear to rest in aluminum frames cast into the concrete deck, similar to the frames of the original hatches, as may be seen in Figure 7 below. Figure 7: Examples of Effluent Weir Plates Several of the original hatches appear to be in relatively good condition with light corrosion and appear to be functional. However, the frames of other original hatches are pulling away from the surrounding concrete allowing them to bow toward the opening and bear against the edges of the covers making the covers difficult to remove. This is likely an indication that the frames have separated from the anchors welded to the backside of the frames and embedded into the surrounding concrete. At some hatches, sections of the frames have been removed, apparently because they had pulled away from the surrounding concrete far enough that the covers could not be reinstalled. Additionally, some covers are deformed, perhaps an indication of the need to use excessive force to remove them from the bowed frames. It is recommended to review the frames of all the original hatches to assess and inventory which ones are pulling away from the surrounding concrete and should be replaced. It is recommended to use stainless steel for the replacement frames. At the City's request, the aluminum plank covers on all the original hatches should be replaced with grating. It is recommended to use welded aluminum bar grating with a minimum live load rating of 300 pounds per square foot (psf). Each section of new grating should be tethered to their support frame using type 316 stainless steel cable. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-9 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx The scum skimmer access hatches appear to be in good shape and functional. Nonetheless, at the City's request, the covers and all related hardware should be removed. It is recommended to retain the existing frames for these hatches in place. To provide fall protection at the resulting openings, it is recommended to install aluminum guardrail around the openings. 3.2 Process Mechanical Systems This section presents detailed condition assessment findings and proposed rehabilitation and/or upgrading the following elements of the PST process mechanical systems: • Drive units for the sludge collection mechanisms • Sludge collection mechanisms • Scum skimmers • 72 -inch sluice gate • 36 -inch RAS pipeline • Sludge pipelines • Scum pipelines • Scum piping at Scum Pit B and Scum Feed Pumps • PST influent baffle plates • PST top deck drain covers 3.2.1 Drive Units for the Sludge Collection Mechanisms Each PST is currently equipped with a single electromechanical drive unit that simultaneously operates the two longitudinal sludge collection mechanisms (one on the A side and one on the B side) and the separate sludge cross collector. The existing drives are original equipment manufactured by Link -belt and installed concurrent with construction of the PSTs in 1970s. A typical drive is shown in Figure 8. Page 3-10 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo6\kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx R-CA4 2.-4. inr"AZE C-Wa\A1.[tC {CNER MS SHOW N 1t FaR 1ANKS \ . _ .' • %I s'Pms. C\-kP 4 ZY �NRVER • ( CJIS�O1 AS SNCM+\"4 -I t33- e a :De 233 5 Item POAS 2'PRW �Kt VP 1OcAt1 ON% 1FNK 2 tC 3 V tom. 13041 RAit 2: VC= Tgwc UP \D 11Y . V aL ESEttc apps 3�. iewa R7� PRCa i CHtaiN GUPwn 4.2 3 Co q -f4; Ps/') LS 5'4cwA.l e<3 TpwtvtiS tLi.'a 3A,3e ASS,"'6,05 VaA—.p.wir<S 2(4. 2-S, H$ rX2�vE Ut.\� 'LHS.'ac _.� Nt'JRB• CoS .'VCAY-A4 , REOJC£,2 j:l.0 .:. .�'O ¶ k‘: QSrFt3C . Coc. xisJO Rc M ?.PN 44C// v. 'my . ' .4, .: _ B 'S1� ,tt....\NIA t CL>R ' �V ceZt17P.0 P4s1a�� \ :� Jtv'.: \° C OF _,P W _. T•. r;t °_ Y" VAN \kJ % \C7. GRtNE SF"KT E. 94 N 0. \il0 Ckoc sts•-•+1 N BEta cos 2-3 4�t� of ccJ�.CR.\\ CDT 1Yc"CA� X SEE bNC.,- 1 Figure 8: Link -Belt Drive Unit 1970 Shop Drawing These existing 3 -way drive units are high -risk assets: 7F �@t JEER ouvi 1C 4,r; Z o LC)CAT\ON_ • If a drive fails, neither of the two longitudinal collection mechanisms nor the cross collector connected by the unit can be operated. The associated PST must therefore be taken out of service. • A breakdown of any one of the three sludge collection mechanisms necessitates a shutdown of the connected drive unit taking all three associated mechanisms out of service. The associated PST must therefore be taken out of service. • City staff reports that many of the drive unit replacement parts are no longer available and therefore must be specially fabricated which results in a PST being out of service for an extended period when a failure occurs. • City staff reports that replacement 3 -way drive have a long (approximately 6 months) fabrication and delivery period (aka lead time). Each of the four existing 3 -way drive units will be replaced by three individual drive units such that each of the three sludge collection mechanisms at a PST is operated by a single, dedicated drive unit. A proposed preliminary mounting configuration for three single drive units at one PST is shown in Figure 9. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-11 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx A CHAIN DRIVE (TYP OF 3) c_ OF EX STING DRIVE Figure 9: Individual Drive Mounting Configuration Concept The location of the drive shafts and sprockets for the longitudinal sludge collection mechanisms relative to the drive shaft and sprocket for the cross collector on the existing drive units cannot be duplicated using three separate drive units. To facilitate the installation of the individual drives, the spacing between the centerline for the drive shaft for the two longitudinal drives and the centerline of the drive sprocket for the cross collector must be increased by approximately 6 inches compared to the existing drive units as shown in Figure 9. Additionally, the housings of the new drive units will overlap the existing openings for the drive chains in the PST top deck which could affect anchorage of the drive units to the deck. It is anticipated that this condition can be addressed by mounting all three drive units to a common metal base plate that is anchored to the deck. Alternately, it may be addressed by minor concrete work around the openings. In either case, the drive units will be mounted on concrete equipment pads so that their bases are located above the surface of the deck. The drive motors for each drive unit will need to be mounted on top of the speed reducers to maximize space. 3.2.2 Sludge Collection Mechanisms The City recently replaced the in -tank components of the sludge collection mechanisms. This included replacing the original sprockets and chains with plastic sprockets and chains manufactured by Polychem. In addition, the original shafts were replaced with fiber -reinforced plastic (FRP) shafts also manufactured by Polychem. These components were found to be in good condition during the condition assessments. Page 3-12 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx The City requested installation of rear idler sprocket adjusters on the existing longitudinal collectors to allow take-up of slack in the collector chains that results from normal operation. This request was discussed with Polychem and Polychem indicated: • It recommends against the use of rear idler sprocket adjusters on relatively long longitudinal sludge collection mechanisms as those in use at the RWQCP. • For relatively long mechanisms, it recommends removing slack in the chains by removing chain links or replacing full-sized links with half -links. Additionally, the City requested installation of sensors on the sludge collection mechanisms to allow remote monitoring of mechanism operation. Polychem manufactures a system for monitoring the operation of mechanism flights and also manufactures a sprocket monitoring system. The combination of the two monitoring systems is branded by Polychem as the SmartGuard System. The flight monitoring system consists of two mechanical paddles mounted above each drive shaft on the interior of a PST with one paddle located near the drive chain at each end of the flights. As the flights pass over the drive shaft they hit the paddles which triggers an electronic switch in each paddle. If a flight is out of alignment, the two paddles are triggered at different times which can be detected by the City's SCADA system. Additionally, the SCADA system can be programmed to detect a lack of paddle motion within a predetermined period which would indicate improper operation of the mechanism. Given the spacing of the flights on the mechanism and the mechanism speed, it may take five minutes or longer for the system to detect improper mechanism operation. The sprocket monitoring system consists of electronic sensors mounted at every lower -rear idler sprocket on the interior of a PST. The sensors are triggered by magnets embedded in the sprockets. The sprocket monitoring system continuously monitors the rotation and rate of rotation of the sprockets. The City's SCADA system can be programmed to detect improper rotation of the sprockets and stop operation of the sludge collection mechanism in the event improper rotation is detected. The configuration of the sprocket monitoring system allows detection of improper mechanism operation sooner than the detection provided by the flight monitoring system. As a result, the sprocket monitoring system can help reduce the potential for shear pin and chain breaks due to a stoppage of the sludge collection mechanism. To maximize the benefits of remote monitoring of the sludge collection mechanisms, it is recommended to install a monitoring system that includes both flight monitoring and sprocket monitoring on each of the sludge collection mechanisms, i.e., three systems in each PST. For reference, SmartGuard Systems were installed at the Sausalito-Marin City Sanitary District's wastewater treatment plant in 2016. 3.2.3 Scum Skimmers The original scum skimmers and troughs were replaced in 1998. The metal components of the skimmer and troughs are in good condition. City staff have reported that the polymer wipers on the skimmers need replacing. The existing Buna-N wipers are approximately 4 inches wide and clamped to the metallic skimmer blades using %-inch thick metal bars. Figure 10 below shows a Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-13 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx scum skimmer from the interior of PST No. 1. The existing Buna-N wipers will be replaced in kind and the existing clamping bar will be reused. Figure 10: Scum Skimmer as Viewed from the Interior of PST No. 1 3.2.4 72 -inch Sluice Gate The existing 72 -inch heavy-duty sluice gate is located at the northwesterly end of the Primary Effluent Channel. Although City staff has no knowledge of it ever being operated, this gate is designed to allow the discharge of primary effluent directly to the RWQCP outfall and San Francisco Bay. The City anticipates the use of this gate only when necessary under emergency conditions. Such a scenario might be after a significant earthquake that has rendered downstream treatment processes unusable. The gate reportedly has not been exercised since its installation in the 1970s. The gate and the majority of its stem is submerged during normal Primary Effluent Channel operation. Due to the challenging logistics of taking the Primary Effluent Channel offline and dewatering it, an assessment of the gate condition has not been performed. The upper portion of the stem and upper stem guide is visible through access hatches in the PST top deck during normal channel operation. Scale is noticeably visible on the upper guide bracket. However, it is difficult to discern if the scale is from corrosion of the bracket or dried sludge residue. Also, an assessment of the condition of the gate is not contained in the 2004 Assessment Summary for Primary Influent and Effluent Channels (the 2004 assessments focused on structural conditions). Significant corrosion on the exterior of the local control panel for the gate operator located on the PST top deck was observed (given the appearance of the control panel, it appears it may be unsafe to activate the electric actuator). The sluice gate operator and actuator control panel is show in Figure 11. Page 3-14 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade \1sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Figure 11:72 -inch Sluice Gate Operator and Actuator Control Panel It is recommended to conduct a more complete assessment of the gate condition during the Project construction phase. This can be performed after the contractor isolates the northwesterly end of the Primary Effluent Channel using a temporary bulkhead (refer to Section 5 for Primary Effluent Channel isolation, bypass and sequencing details). It is recommended to prepare the bid documents based on the assumption that the 72 -inch sluice gate, actuator, and actuator control panel will be replaced. This scope can be eliminated or revised during construction should the future condition assessment identify the gate does not need to be replaced, or can be rehabilitated without replacement. 3.2.5 36 -inch RAS Pipeline A portion of the existing 36 -inch RAS pipeline is submerged in the Primary Effluent Channel adjacent to PSTs 1 and 2. This portion of the piping and connected valves were installed around 1979. According to the 1979 shop drawings the piping is welded steel with a 0.239 -inch minimum wall thickness and %-inch thick cement mortar lining. Specifications require pipe coating to be coal tar epoxy with a zinc -rich primer. Kennedy/Jenks observed a small portion of this piping in the effluent channel visible through existing hatches while the channel was in service and the pipe appears to be in good condition. Further, the pipeline was recorded to be in good condition during the 2004 condition assessment although there were areas of coating failure. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-15 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx It is recommended that visual observation and non-destructive testing of the submerged piping be performed during construction when the channel is taken out of service to further assess the pipe condition. The design will include repairing any significant corrosion with epoxy filler repair or welded plate repair (depending on the extent of corrosion) and then applying a protective coating to the exterior of the pipe. The repair method will be determined as follows: 1. If the pit indicates metal loss between 25% and 49% of pipe wall thickness, an epoxy filler (EPIT) will be used to fill in the pitted surface prior to the application of the coating system. Before the epoxy filler is applied, the pitted area will be abrasive blasted per SSPC SP10 and cleaned. 2. Pits greater than 50% of the original metal thickness of the wall will have a 0.25 --inch thick repair plate welded over the pit. Installed plates will be surface prepared and coated. 3. Piping segments requiring significant weld repairs are not anticipated, but if encountered may be replaced with new pipe spools. A 36 -inch butterfly valve was installed on the top of the riser located in the Primary Effluent Channel when the pipeline was originally installed. During the 2004 condition assessment, corrosion of the operator gearbox and stem and valve body was observed. The valve and operator as it appeared in 2004 is shown in Figure 12 below. Figure 12:36 -inch RAS Pipeline and Butterfly Valve Located in Primary Effluent Channel (2004) Page 3-16 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx Additionally, the condition of operator for the butterfly valve mounted to the PST top deck was recently observed to be poor as show in Figure 13 below: Figure 13: Operator for 36 -inch RAS Butterfly Valve Located in Primary Effluent Channel It is recommended to: • Replace the existing coating on the RAS pipeline and valve. • Replace the stem and actuator on the RAS valve. • Replace the operator stand located on the PST top deck. • Consider relocating the RAS valve to the section of RAS piping located above the PST top deck. A construction allowance will be included in the bid documents to cover the cost to replace piping segments, if identified as necessary during the condition assessment. 3.2.6 Sludge Pipelines There are four existing sludge lines - Sludge Line No. 1, Sludge Line No. 2, Sludge Line No. 3, and Sludge Line No. 4 — connected to PST Nos. 1, 2, 3, and 4, respectively. The sludge lines were part of the original PST construction in the 1970s. With the exception of Sludge Line No. 3, sludge is conveyed from the cross -collector sump in each sedimentation tank through the sludge lines by the sludge pumps located in the Sludge Pump Room. Sludge Line No. 3 was abandoned, permanently plugged, and replaced with a submersible pump with an exposed Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-17 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx discharge pipeline located on the PST top deck in 2001. In Table 6 below, the size, material, lining, length, and number of fittings for the other three sludge lines is summarized. The information in Table 6 is from the 1969 Record Drawings. Table 6: Sludge Pipeline Overview Fittings Size No. of No. of No. of No. of Pipeline (inches) Material Lining LF 11.25° 22.5° 45° 90° Sludge 6 Welded Glass 180 - 4 2 2 Line Steel No. 1 Sludge 6 Welded Glass 190 - 2 4 2 Line Steel No. 2 Sludge 6 Welded Glass 120 1 - 1 2 Line Steel No. 4 Appendix A includes information on the closed-circuit television (CCTV) condition assessment of Sludge Line No. 1 and Sludge Line No. 2. In summary, both sludge lines have corrosion at the joints, but the glass lining on the remainder of the pipelines appears to be in good condition. The three sludge lines identified in Table 6 are located below the Main Structure foundation slab and are connected to the underside of the slab within a 6 -inch concrete encasement (based on drawing 84 of the 1969 Record Drawing). While the CCTV condition assessments of Sludge Lines No. 1 and No. 2 allowed observation of the pipeline interiors, the condition of the pipeline exteriors is not known. It is possible that the pipelines have external corrosion by virtue of the possible migration of ions, including chlorides, through the concrete encasements to the pipelines over the course of 50 years which could initiate exterior corrosion. Three methods of rehabilitating Sludge Line Nos. 1, 2 and 4 were considered and are described below. 3.2.6.1 Cured in Place Pipe (CIPP) Lining CIPP lining was considered for rehabilitation of the sludge lines. However, this option is not recommended because the 90° bends located on the existing sludge lines may cause challenging working conditions and wrinkling in the CIPP lining. Potential wrinkling combined with the reduction in diameter (approximately 8 mm for a non -wrinkled CIPP lining) may increase the frequency of clogging in the pipe lines if the sludge lines are CIPP lined. 3.2.6.2 Cathodic Protection Two types of cathodic protection systems generally utilized are sacrificial anodes and impressed current. Sacrificial anode systems consist of anodes (aluminum, zinc, or magnesium) buried in the ground, a test station, and direct connections to the pipe to be cathodically protected. Impressed current systems utilize the same components but also include an impressed electrical current to allow the sacrificial anode to protect over greater distances. Page 3-18 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo6\kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx An initial review of the viability of a cathodic protection system has been performed with the conclusion that a sacrificial anode system could provide the needed cathodic protection. The RWQCP site is underlain by Bay Mud, which is highly conductive. It is anticipated that sacrificial anodes will cover the 300 feet needed to protect the pipes without the addition of an impressed current. A detailed check for interferences will need to be performed during detailed design. While cathodic protection won't reduce the interior corrosion, it will prevent exterior corrosion from ions/chlorides that may have migrated into the concrete encasement. 3.2.6.3 Recommendations for Rehabilitation of Sludge Pipelines To protect Sludge Line Nos. 1, 2, and 4 from exterior corrosion, it is recommended to install cathodic protection. Due to the risk of CIPP lining wrinkling and the cost, CIPP lining is not recommended. If the interior corrosion at the pipe joints progresses to the point of failure, then the sludge line can be abandoned and replaced with a submersible pump installation similar to that at PST No. 3. At PST No. 3, RWQCP staff has observed severe corrosion of the replacement pump discharge piping at the water line within the sedimentation tank. It is recommended to replace the entire vertical segment of the pump discharge pipping within PST No. 3. 3.2.7 Scum Pipelines There are two existing scum lines connected to the PSTs - the scum line for PST Nos. 1 and 2 and the scum line for PST Nos. 3 and 4. The scum lines were part of the original PST construction in the 1970s. Scum flows through each scum line by gravity from the scum troughs located at the PSTs to a pit within the Sludge Pump Room. As indicated above, the scum line for PST Nos. 3 and 4 was relined with CIPP in 2011 and is not being evaluated for rehabilitation at this time. In Table 7 below, the size, material, lining, length, and number of fittings for both scum lines is summarized. The information in Table 7 is from the 1969 Record Drawings. Table 7: Scum Pipeline Overview Fittings Size No. of Pipeline (inches) Material Lining LF No. of 17° 22.5° No. of 26° No. of 45° Scum Line 8 Welded Glass 300 - 2 2 1 for PST Steel Nos. 1 & 2 Scum Line 8 Welded CIPP 290 4 2 - 1 for PST Steel Nos. 3 & 4 Appendix A includes information on the CCTV of the scum lines. Similar to the sludge lines, the scum line for PST Nos. 1 and 2 has corrosion at the joints, but the glass lining appears to be in good condition. The scum line for PST Nos. 3 and 4 was previously rehabilitated with a CIPP lining. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-19 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Similar to the original PST sludge lines, the two scum lines described in Table 7 are located below the Main Structure foundation slab and are connected to the underside of the slab with a 6 -inch concrete encasement. While the CCTV condition assessment of the pipeline allowed observation of the pipeline interior, the condition of the pipeline exterior is not known. It is possible that the pipelines have external corrosion by virtue of the possible migration of ions, including chlorides, through the concrete encasement to the pipelines over the course of 50 years which could initiate exterior corrosion. 3.2.7.1 Recommendations for Rehabilitation of Scum Pipelines To protect the Scum Line for PST Nos. 1 and 2 from additional interior joint corrosion, it is recommended to line the entirety of the pipeline with CIPP similar to the previously performed lining of the Scum Line for PST Nos. 3 and 4. To protect both scum lines from exterior corrosion, it is recommended to install cathodic protection on both lines. 3.2.8 Scum Piping at Scum Pit B and Scum Feed Pumps The originally planned scope of improvements requested by the City included the installation of actuators and controls on the valves that are part of the scum piping in the Equipment Room. The intent of these improvements was to automate the feeding of scum to Scum Pit B or the Scum Feed Pumps. Upon further consideration, the City determined that these improvements are not necessary. This determination was made in light of the facts that the City no longer accepts grease at the RWQCP and that the standard operating procedures for the system currently in place are sufficient to mitigate clogging of the scum system. 3.2.9 PST Influent Baffle Plates Primary influent enters each PST through four 18 -inch square openings in the wall common to the PSTs and the Primary Influent Channel. Each opening is equipped with a manually operated sluice gate located in the Primary Influent Channel and a vertically oriented steel baffle plate located in the PST. The baffle plates are designed to dissipate energy from the incoming flow and minimize currents within the PSTs. The baffle plate at one of the openings is shown in Figure 14 below. Page 3-20 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx Figure 14: Typical PST Influent Baffle Plate Four threaded rods anchored to the wall of the PST hold each baffle plate in position with one rod at each corner of the plate. As shown on Figure 14, rags and other stringy materials can accumulate on the rods and top edge of the plates. City staff reports that the rag and stringy material accumulation can inhibit proper closing of the sluice gate. The baffle plates and rods, originally galvanized, are corroded. It is recommended to replace the existing baffle plates and associated support rods at each opening with new stainless steel plates designed without horizontal rods or other features that might collect rags and stringy materials. One approach may be to support the new plates from the ceiling of the PST. 3.2.10 PST Top Deck Drain Covers Several of the existing covers on the PST top deck drains are corroded and some are missing. One of the corroded covers is shown in Figure 15. The covers appear to be from the original construction of the Main Structure. The existing covers will be replaced. Cover details, such as specifying a corrosion resistant material like stainless steel, will be determined during final design. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-21 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx 'qi; ui'; i 11.1- i' Figure 15: Typical PST Top Deck Drain Cover 3.3 Electrical Upgrades This section includes descriptions of the following recommended electrical upgrades at the Main Structure: 1. Replace MCC -F, MCC -G, and MCC -H. 2. Install new conduit and wire between the buckets of the new MCCs and associated equipment. 3. Replace existing and install new receptacles on the PST top deck. 4. Connect the new drive units for the PST sludge collection mechanisms to the new MCCs. 5. Upgrade area lighting on the PST top deck. 6. Connect the new operation monitoring systems for the sludge collection mechanisms to the existing SCADA system. 3.3.1 Existing Electrical and Controls The Main Structure has aged and the electrical distribution equipment, installed around 1969, has outlived its useful life. Page 3-22 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcppst_rehab109-reports19.09_reportldraft pdr_07122018.docx 3.3.1.1 Existing Distribution System There is an existing 12kV medium -voltage power distribution system at the RWQCP. The 12kV system is distributed to at least six load center substations throughout the RWQCP. The Main Structure houses two existing load centers that are associated with the MCCs to be replaced - Load Center 3 (LC3) and Load Center 4 (LC4). LC 3 is rated at 3,000 Ampere, 30-KA interrupting. Its voltage is stepped down to 480V, 3 -phase secondary power through a 2,000kVA, 12kV-to-480V transformer housed within the load center. The transformer feeds a distribution section (also housed within the load center) that is used to power existing MCC -F and MCC -G. These MCCs and connected conductors were installed in 1969. LC 4 is rated at 2,000 Ampere, 30 -kA interrupting. Its voltage is also stepped down to 480V, 3 -phase secondary voltage through a 1,000kVA, 12kV-to-480V transformer that's housed within the load center. The transformer feeds a distribution section (also housed within the load center) that's used to power existing MCC -H. This MCC and connected conductors were also installed in 1969. MCC -F, located in the Sludge Pump Room, is a 480V, 3 -phase, 4 -wire MCC. Some of the key equipment fed from MCC -F includes the PST drive units, PST scum skimmers, Sludge Thickener drives, Sludge Transfer Pumps, Muffin Monsters, Scum Pumps, WAS pumps, RAS pumps, and HVAC components. Existing MCC -F, manufactured by `AutoCon' with Westinghouse components, is shown in the Figure 16. Figure 16: Existing MCC -F MCC -G and MCC -H, located in the Blower Room, are 480/277V, 3 -phase, 4 -wire MCCs. The aeration tank mixer unit drives that were once connected to these MCCs have been removed thereby reducing the overall MCC loads and providing MCC full sections as spare buckets. Key Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-23 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx equipment currently fed from MCCs G and H are the Final (Secondary) Clarifier drives, remote panelboards, and HVAC components. 3.3.1.2 Existing Control System A control panel located in a small air-conditioned room located between the Sludge Pump Room and Activated Sludge Pump Room in the Main Structure communicates with the existing plant SCADA system. City staff indicated the existing obsolete Allen Bradley SLC 500 PLC and associated modules will be replaced in 2018 with an Allen Bradley ControlLogix PLC and associated modules. City staff expects an input/output (I/O) list will be generated during replacement of the PLC and modules. The I/O list will be used to coordinate design of the planned Project improvements. 3.3.2 Alternative Analysis and Recommended Location for MCCs F, G, and H MCCs F, G, and H will be replaced. Five options were evaluated using a scoring system to select the preferred location for the replacement MCCs. Option 3 (constructing a new enclosure southwest of the Sludge Pump Room) received the highest score and is the recommended option. The options and alternative analysis are summarized below: • Option 1 - Existing MCCs Location: This option involves modifying the existing Sludge Pump Room with new walls and new ventilation to provide a separate electrical room to provide a clean environment that can be classified as non -hazardous (in accordance with NFPA standards) to allow the use of electrical enclosures suitable for non- hazardous locations. Installing the new MCCs in the location of existing MCC -F results in clearances at the existing sludge pumps insufficient for maintenance (e.g., after considering code -required clearance at the front of the MCCs, the new wall used to enclose the MCC area would be -1'-6" clear from the sludge pump piping). It would also be challenging to sequence construction to provide continued operations/service. • Option 2 - Expand the Sludge Pump Room: This option involves removing the exterior load -bearing wall of the Sludge Pump Room behind existing MCC -F and constructing a Sludge Pump Room extension with new foundation, slab, exterior walls, and ceiling. These modifications would require detailed geotechnical and structural evaluations to mitigate potential differential settlement and seismic issues and to integrate the new pile - supported extension structure with the existing structure. Similar to option 1, it would be challenging to sequence construction to provided continued operations/service. • Option 3 - New Enclosure Southwest of the Sludge Pump Room: This option involves a stand-alone, pre-engineered structure located adjacent and southwest of the existing Sludge Pump Room. A stand-alone structure is simpler to design/construct compared to expanding the existing room. This option requires confirming the location and protecting/accommodating existing utilities (gas, 12kV duct bank, sewer, communications, etc.). This option also provides an opportunity to provide space for future new equipment within the new enclosure. Page 3-24 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo6\kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx • Option 4 — New Enclosure on Sludge Pump Room Roof: This option was eliminated because it has poor operator access, no line of site between the MCCs and connected loads, difficult access for future equipment replacement/maintenance, complex structural analysis/design, and construction challenges (conduit routing, structural support, drainage, etc.). • Option 5 — New Enclosure at Former Solar Field (northwest of Sludge Pump Room): This option has similar considerations to option 3. However, it was eliminated because the City has reserved this space for other uses and it is further from the pump room compared to Option 3. The options were evaluated using a scoring system presented as a scoring sheet. A copy of the detailed scoring sheet is provided in Appendix B and includes the following for each option: 1. Evaluation criteria that includes code requirements, electrical feasibility/considerations, functionality, construction sequencing, electrical construction costs, building construction costs, structural feasibility, and flood protection. Definitions of these evaluation criteria are provided in Appendix B. 2. Weighting factors on a scale of 1 to 3 to measure the relative importance of the various evaluation criteria. 3. The relative rank of each option (10 = highest rank and 1= lowest rank) compared to the other options for each evaluation criterion. 4. Score based on the sum of the weighting factor multiplied by the rank for each criterion. The scores from Appendix B and key notes for each of the options are summarized in Table 8. THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-25 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Table 8: Summary of Score Sheet Results No. Location Score Key Notes 1 Existing MCCs 78 Insufficient clearances and limited space for new Locations equipment. Ventilation and hazard classification challenges. Not clean environment. Challenging construction sequencing. 2 Expand Sludge 91 Easy access. Pump Room Complex structural design/construction. Challenging construction sequencing. 3 New Enclosure 150 Extra space for future equipment such as 480V Southwest of distribution sections for LC3 and LC4 replacements. Sludge Pump Relatively simple design/construction. Room Coordinate location with utilities. 4 New Enclosure on 62 No line of site to connected equipment and Sludge Pump challenging access. Room Roof Complex structural design/construction. Challenging conduit routing. 5 New Enclosure at 144 Same as No. 3, except location not available. Former Solar Field In summary, locating the new MCCs in a new enclosure southwest and adjacent to the Sludge Pump Room (Option 3) is the preferred alternative because it provides the City with a clean, conditioned, and isolated space; allows new electrical equipment to be constructed above the 100 -year flood plain; and provides the opportunity to provide space for future equipment (e.g. 480V distribution sections for LC3 and LC4 loads can be located in the new enclosure). In addition, critical load downtime during construction can be minimized. 3.3.3 Replacement MCCs and Future Load Centers in a New Enclosure It is recommended to install a new pre-engineered enclosure, measuring approximately 10 feet x 40 feet in plan, southwest and adjacent to the Sludge Pump Room to house the replacement MCCs, provide space for the future installation of replacement 480V distribution sections for LC3 and LC4 under a separate project, house a new lighting panelboard, and house a small wall -mounted transformer for new receptacles on the PST top deck and new building lights/receptacles. The site and structural design criteria for the new enclosure is provided in Appendix F. The loads on the existing MCCs will be consolidated into two new MCCs (labeled as MCC -F and MCC -G) and MCC -H will be eliminated. The loads will be distributed between the two new MCCs to provide the City with redundancy. For example, where the City has multiple pumps Page 3-26 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo6\kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx such as the eight Sludge Pumps, the even -numbered pumps will be connected to MCC -F and the odd -numbered pumps will be connected to MCC -G. The largest MCC will be less than 30 feet long (including two spare sections) and each MCC will be 21 inches deep. Spare room/sections will be provided to allow for variations between manufacturers and to accommodate potential future loads. Replacement of LC3 and LC4 is not in the Project scope. However, Kennedy/Jenks is aware existing LC3 and LC4 are obsolete and need to be replaced. Current practice is to locate load centers or substations outdoors with the MV and LV components in separate enclosures and related transformers located between them. Since space is limited around the Equipment Room area, finding enough space to implement this approach for two replacement load centers will be difficult. However, installing a new enclosure provides an opportunity to house LV switchboards in the enclosure that could carry the LV loads for replacement load centers. Assuming the switchboards will not have drawout breakers (the single -line diagram for existing LC4 indicates drawout breakers, but drawout breakers are not shown on the existing LC3 single -line diagram) an estimated minimum switchboard size is 8.5 feet long by 30 inches deep. The proposed enclosure size would accommodate switchboards of this size. It should be noted that installing MV components or transformers for the replacement load centers in the enclosure is not recommended. Per the City's request, all motors in the Sludge Pump Room, Activated Sludge Pump Room, and Blower Room will be equipped with new control stations and Class 1, Division II power disconnects if they are not currently equipped with these features. 3.3.4 New Receptacles for PST Top Deck Power will be supplied from a new panelboard to support operations and maintenance equipment usage on the PST top deck. Stanchions will be provided along the deck perimeter, at permanent equipment, and in the middle of the PST top deck (near the access hatches located near the midpoint of PST Nos. 2 and 3) for: • Dedicated receptacles for power tools and maintenance receptacles. • Power for the City -owned spider boxes (power distribution center with multiple receptacle types) for powering large equipment. Providing power to the stanchions in the middle of area of the PST top deck can be accomplished by one of the following options: • Locating conduit on the underside of the deck on the interior of the PST which is a highly corrosive and classified area; • Locating conduit on the top surface of the deck which requires a low -profile ramp over the conduits to avoid a tripping hazard; • Locating conduit in the top deck by sawcutting the existing concrete which could compromise the structure; or • Locating conduit overhead which could create bird perches and nuisance issues. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-27 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Based on feedback from the City, the conduits will be located on the surface of the deck and a low -profile ramp will be designed over the conduits to minimize tripping over the conduits. The receptacles will be positioned to provide a clearance between the ramps and access hatches of approximately 7 feet. Receptacles will be provided approximately every 50 feet at the perimeter of the deck. 3.3.5 Sludge Collection System Electrical and Control Improvements Sludge collection system electrical and controls improvements include: • New conduit and wire for the new sludge collector drive units and monitoring systems • New controls for the sludge collector monitoring systems A chain and sprocket monitoring system identified for the sludge collectors is one made by Polychem (a division of Brentwood Industries) named the Smart Guard Collector Monitoring System. The Smart Guard system identifies flight misalignment and monitors sprocket motion which assists in preventing damage to the chains, flights and attachment links. The monitoring system at the head shaft counts the flights over a preset time and can identify flight misalignment within a specified distance. In the lower rear sprocket, magnets are embedded in the sprocket and a sensor clicks on and off as the sprocket turns. If the chain or sprocket are malfunctioning the timing of the sensor engaging with the sprocket magnets will generate an alarm, warning, or even shut down the collector system before damage occurs. The chain and flight collector monitor signals SCADA for an early warning detection. The local control panel in the Main Structure would receive the signals from the collector monitoring system. 3.3.6 Incorporation of Electrical and Control Systems The existing local control panel in the Main Structure will have a reduced number of control wires due to the installation of smart MCCs. Existing loads utilizing variable frequency drives (VFDs) will be connected to the panel using ethernet cables for all signals and loads with across -the -line starters will have smart overloads. The smart overloads can provide detection of overload conditions (or Ready signal), motor run status, SCADA-calculated motor elapsed time, current of each leg, phase imbalance, and ground fault. The I/O list generated by the City will reduce Contractor's cost. Contractor can utilize the list to expedite the identification of wires to be removed and to locate spare input and output points. In the control room where the local control panel is located, there is a control rack which has space available to install new Ethernet switches for connecting the power monitors and smart MCC switches. 3.3.7 72 -inch Sluice Gate A 72 -inch, heavy-duty sluice gate is located at the north end of the primary effluent channel. This gate allows for bypassing secondary treatment and discharging primary effluent to the Bay. The gate reportedly has not been exercised since its installation in the 1970's. Due to the difficulty of taking the primary effluent channel offline an internal visual assessment of the gate has not been performed. Significant corrosion was observed at the local control panel at the top deck and it appears unsafe to activate the electric actuator. Page 3-28 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo6\kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx During the construction phase, the contractor will construct a bypass to isolate the primary effluent channel and Kennedy/Jenks will inspect the condition of the gate. The design will assume replacement of the 72 -inch sluice gate and actuator. This scope can be eliminated or revised during construction should the future condition assessment identify the gate does not need to be replaced or can be rehabilitated without replacement. 3.3.8 Existing Deck Area Lighting The existing PST top deck area lighting consists of an array of pole -mounted fixtures. The City indicated some of the lighting is either malfunctioning or the lamps are burnt out. The existing area lights will be retrofitted with new LED fixtures. Kennedy/Jenks recommends testing the lighting function and electrical continuity at each light fixture. This testing could be done during design or construction. If done during construction, the bid documents should include an allowance for installing conduits and wiring that may be necessary to resolve potential electrical continuity issues. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3-29 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page 3-30 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Section 4: Design Criteria In this section the structural, mechanical, and electrical design requirements applicable to the PST rehabilitation and electrical upgrades are defined. The architectural and structural/foundation design requirements for the new electrical enclosure are summarized in Appendix F. 4.1 Structural Codes and Standards: • 2016 California Building Code (CBC) • American Concrete Institute (ACI) • International Concrete Repair Institute (ICRI) • Association for Testing Materials International (ASTM International) • Cal/OSHA 4.2 Mechanical Longitudinal and Cross Collector: 1. Drive Motor: a. Phase: 3 Phase b. Hertz: 60 Hz c. Voltage: 480 V 2. Longitudinal Collector Flights: a. Speed: 2 fpm 3. Cross Collector Flights: a. Speed: 4 fpm 4. Standards: a. American Gear Manufacturers Association (AGMA) b. American Society of Mechanical Engineers (ASME) c. American National Standards Institute (ANSI) Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 4-1 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx d. ASTM International (ASTM) e. Cal/OSHA f. Institute of Electrical and Electronics Engineers (IEEE) Standard g. National Electrical Manufacturers Association (NEMA) Standard h. Underwriters Laboratories (UL) Publication 4.3 Electrical The electrical systems shall be heavy-duty industrial type with design emphasis placed on safety, reliability, maintainability, and economics. 4.3.1 Codes and Standards The electrical design will comply with the following codes, standards and regulations: • NEC (NFPA 70) National Electrical Code 2014 Version • NETA International Electrical Testing Association • NEMA 250 Enclosure for Electrical Equipment (1000 Volts Maximum) • National Electrical Manufacturers Association (NEMA) • Institute of Electrical and Electronics Engineers (IEEE) • American National Standards Institute (ANSI) • Underwriters' Laboratory (UL) • Other applicable county building codes 4.3.2 Electrical Design Calculations and Studies 4.3.2.1 Studies The performance of a short-circuit and protective device coordination study for the electrical distribution system during construction will be specified. It will be specified that the study will be performed by a professional electrical engineer registered in California. The related required report will show the fault currents present at different locations throughout the system, based on the maximum fault current available from the power supply feeder. The maximum available fault current on the facility feeder will need to be provided by the service utility, City of Palo Alto Utilities. The report will be required to show a tabulation of protective devices, time -current characteristic curves of each device and their settings. It will be specified to perform an arc -flash hazard analysis at the same time as the short circuit study to generate code -compliant warning Page 4-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx labels for all major electrical gear. Each label will be required to show the incident energy that may be present in an arc flash event and to list personal protective equipment requirements. These labels will be installed by the electrical contractor. The performance of a harmonic analysis for the electrical distribution system during construction will be specified. The harmonic distortion limits specified in IEEE 519 are intended to be evaluated at the point of common coupling (PCC). This is typically designated as the utility connection point. It is advisable to perform a harmonic analysis of the entire system at some point after construction of the Project to confirm compliance with IEEE 519. 4.3.2.2 Voltage Drop Systems shall be designed with branch and feeder voltage drops limited to 5% at the farthest outlet, and motor voltage drops limited to 10% starting and 5% running at full load. 4.3.3 Power Distribution System 4.3.3.1 Motor Control Centers (MCCs) The MCCs will have tin-plated copper buses and rated at 65,000 AIC minimum. The incoming sections will be protected with a 250 -kA rated SPD. The MCCs will be indoor type MCCs with NEMA 1A gasketed enclosures. The MCCs will have NEMA Class 2B wiring and will have individual section dimensions of approximately 90 inches H x 20 inches W x 20 inches D. The minimum horizontal bus rating will be 600 amperes and vertical bus rating of 300 amperes with no neutral bus. A ground bus will be provided in all sections. The new MCCs will be smart MCCs with smart overloads. The smart overloads can provide detection of overload conditions, ready signal, motor run status, calculated motor elapsed time, current of each leg, phase imbalance, and ground fault. All indicating lights will be full -voltage cluster LED push -to -test type. 4.3.3.2 Variable Frequency Drives (VFD) VFDs will be mounted in MCCs without bypass starters. The VFDs will be networked in the MCCs via Ethernet to switches in the MCCs and compatible with Allen Bradley Ethernet protocols. 4.3.3.3 Dry -type Transformers and Panelboards Each MCC will have a transformer and panelboard mounted within it. The transformer will be a general-purpose dry type transformer suitable for lighting and small motor loads. The rating will be 480V -208/120V, 3 -phase for lighting, receptacles, and other small loads. The panelboard will be furnished within the MCC. The panelboard will have a copper bus, 120 -kA rated SPD for surge protection, and a main circuit breaker for disconnect purposes and back-up short-circuit protection. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 4-3 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx 4.3.4 Raceway System 4.3.4.1 Interior Process Areas • Galvanized rigid steel: All exposed installations, plus concrete -encased instrument signal and loop powered circuits, and motor power for VFD-controlled motors. • Stainless steel hardware. • Stainless steel boxes and disconnect switches. • Existing cable trays will be utilized, and new cable trays provided, if warranted. Existing conduit in some areas will be reused. Existing conductors will be removed. Wire brush mandrels will be pulled through all conduits to confirm their usability prior to wire installation. 4.3.4.2 Outdoor Process Areas • PVC -coated galvanized rigid steel: All exposed circuits. • PVC Schedule 40: Concrete -encased power and control circuits (except VFD-to-motor power). 4.3.4.3 Outdoor Belowground Areas • PVC Schedule 40: All power cables. • PVC Schedule 40: Control Cables (not analog) and Fiber Optics. • Galvanized rigid steel: All analog control and instrumentation and loop -powered circuits. 4.3.5 Conductors All cables will be tagged at both ends and at intermediate manholes and pullboxes to clearly identify origination and destination. 4.3.5.1 Low Voltage Power and Control Cables All low voltage power cables will be copper with XHHW-2 insulation. Cables within control panels will be type THHN or THWN. 4.3.5.2 VFD Cables Motors controlled by VFDs will be fed with the type of cable recommended by the VFD manufacturer. In the case of smaller motors, this may be standard low voltage power cable. For larger motors, this will be a shielded, twisted assembly specifically designed to mitigate the negative effects of transient voltages and harmonics that can be present on the load side of a voltage inverter found in VFDs. Page 4-4 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj12018\1868004.00-paloaltorwgcp_pst_rehab109-reports\9.09_reportldraft pdr_07122018.docx 4.3.5.3 Low Voltage Instrumentation Cables All instrumentation cables will be #16 AWG, 600 -Volt rated, twisted and shielded, stranded copper conductors. 4.3.6 Luminaires Lighting illumination levels at working surfaces for each area will be provided as recommended by IES (Illumination Engineering Society). The lighting design then will be checked for compliance with California's Title 24 Energy Efficiency Standards, and ASHRAE 90.1. The following will be the criteria in selecting the lighting luminaires for a particular area: 4.3.6.1 Exterior LED -type fixtures will be used for all general-purpose outdoor "wall packs" or pole -mounted site and area lights. Enclosed, gasketed, and corrosion -resistant luminaires will be used in chemical and other corrosive areas. Voltage will be 120 V for wall packs and site area voltage will be determined at design. Outdoor illumination will be designed to achieve an average of 1- to 2 -foot candles on the ground with a uniformity ratio less than or equal to 8:1. 4.3.6.2 Interior LED -type linear fixtures will be used in all interior spaces where new lighting is to be installed. Voltage will be 120 V. Indoor illumination will be designed to achieve an average of 30 -foot candles at 30 inches above the floor with a uniformity ratio less than or equal to 4:1. 4.3.6.3 Exterior Doors Wall -mounted LED downward facing sconces will be used at the exterior of all building exits where new lighting is to be installed. Lighting at exit doors will be provided with battery backup to operate for at least 90 minutes following an outage. Voltage will be 120 V. 4.3.6.4 Emergency Lights Battery -operated emergency lights will be used in the new electrical enclosure. Emergency lights will be halogen. Battery backup will be provided for a minimum of 90 minutes following an outage. Voltage will be 120 V. 4.3.6.5 Lighting Control Lighting fixtures will be controlled by any of the following means: • On/off switches located at each structure, building, or room. • Light (photocell) sensors. • Area lights to be replaced with new LED fixtures shall be on existing control systems. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 4-5 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page 4-6 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Section 5: Preliminary Project Schedule This section presents the preliminary schedule developed for the project covering the necessary activities from final design through construction. 5.1 Final Design Final design is anticipated to begin in July 2018. The estimated duration, including reasonable review periods is approximately six months. Preliminary and final design of the new electrical enclosure are pending reporting for potholing, geotechnical, and survey activities. 5.2 Public Bidding Advertising the bid, issuing documents to potential bidders, responding to questions and issuing addenda for a project of this size is estimated to cover a five -week period to receive competitive public bids. Following bid evaluation, an award can be made, and the applicable documents signed for issuing a notice to proceed within eight to twelve weeks (time necessary for City Council approval) from bid receipt if a low, responsible, responsive bid is received and accepted. 5.3 Construction and Operational Constraints Construction of the recommended improvements in the PSTs will require PST shutdowns. The City will allow PST shutdowns only during dry -weather seasons, i.e., between April 15th and October 15th of any given year. Additionally, the City will allow only one PST to be out of service at any given time. It is anticipated that the recommended improvements in two PSTs can be constructed during one dry -weather period. The overall project construction period will therefore need to span two dry -weather seasons. Given the schedule for final design, construction of the PST improvements is anticipated to occur during the dry -weather seasons of 2019 and 2020. Construction of the recommended improvements in the Primary Effluent Channel will require isolating and dewatering sections of the channel. This can be done by installing a temporary bulkhead across the width of the channel at each end of an isolated section, or, in the case of the channel ends, making use of an existing wall in lieu of a temporary bulkhead. Each isolated section will be located adjacent to an out -of -service PST as shown in Figure 17 below. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 5-1 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx Figure 17: Primary Effluent Channel Temporary Bulkhead Layout A bypass of each isolated section of the channel will be required to accommodate the operation of the upstream, in-service PSTs. The design hydraulic capacity of each bypass will be based on the number of upstream, in-service PSTs and a design peak hourly flow of 40 MGD evenly divided between three in-service PSTs. This design peak hourly flow is based on a 2017 peak hourly dry -weather flow of 37 MGD recorded on April 20, 2017 (S.C. Chin, E-mail, June 11, 2018). By comparison, the ADWF from 2012 to 2017 was 20.3 MGD. Bypass concepts that convey primary effluent via gravity and/or pumped flow will be considered during final design. A pumped bypass system will require redundant/backup power sources and pumps provided by the contractor to ensure continued service and reliability for the City. A gravity bypass system would utilize temporary piping connected to each bulkhead and installed within and through the isolated sections of the channel. Final design will also consider options to provide continued service of the intermediate pumping station which is connected to the portion of the primary effluent channel adjacent to PST No. 1. It is recommended that the bid documents include a design concept for the temporary bulkheads and bypasses that includes critical design parameters such as design flows, maximum water elevations, etc. The contractor will be responsible for developing and submitting a final design of the bulkheads and bypasses for favorable review by Kennedy/Jenks and the City. The design of the temporary bulkheads and bypasses will need to consider existing obstructions in the channel such as the horizontal and vertical segments of the 36 -inch RAS piping (shown in Figure 17). The possibility of removing a section of the horizontal segment of existing piping between PST Nos. 1 and 2 will be evaluated during final design. The possibility of temporarily reconfiguring the vertical segment of piping will be evaluated as well. The installation and removal of the temporary bulkheads and bypasses will require full shutdowns of the Primary Effluent Channel. Shutdown planning will need to be coordinated with the City. The new electrical enclosure and recommended electrical upgrades can be built mostly independent of the rest of the recommended improvements except for coordination of switching Page 5-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade \1sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx over to the new MCCs. Switching over to the new MCCs will require careful planning and coordination with the City's operation of the RWQCP. 5.4 Overall Schedule and Sequencing The overall schedule, sequencing and target dates are summarized below. Design: 60% Design 90% Design 100% Final Design Bid/Award: Bid Advertisement Bid Opening Staff Report Council Approval Construction: Mobilization PST -1 and PST -2 PEC Inspection Electrical Enclosure PST -3 and PST -4 PEC/72-Inch Sluice Gate Early September Late October Early December Mid -December Mid -January 2019 January to April 2019 April 2019 May 2019 Dry Season 2019 Dry Season 2019 2019, possible into wet season and 2020 Dry Season 2020 Dry Season 2020 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 5-3 \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page 5-4 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Section 6: Preliminary Opinion of Probable Construction Cost An engineer's Opinion of Probable Construction Cost (OPCC) for the recommended improvements was prepared using a combination of commercial cost estimating software, cost indexes, OPCCs from similar projects, vendor quotes, and contractor bids from similar projects. The OPCC is included in Appendix E and should be considered to have an accuracy of +50% to -30%, consistent with a Class 4 estimate as defined by the Association for the Advancement of Cost Engineering (AACE) International. The following factors were used to prepare the OPCC: • 20% percent design and estimating contingency • 3% annual escalation Appendix E provides information regarding the source of cost data, estimate assumptions, and specific inclusions and exclusions. In addition, the following allowances are being carried as separate line items in the OPCC to provide contingencies for specific areas of uncertainty identified during preliminary design: • Soil Characterization and Disposal ($35,000): Soil spoils may be generated during construction of the foundation for the new electrical enclosure. Depending on the foundation type, the final design will require the contractor to sample and characterize soil spoils in accordance with state laws and landfill requirements to determine soil disposal requirements. If needed, the bid documents will include line items and assumed quantities for disposal of soil spoils as non -hazardous and Non-RCRA California hazardous waste in anticipation of these possibilities. Potential contaminants of concerns may include lead, VOCs, asbestos -containing materials, and PCBs. • Allowance for Repair of Reinforcing Steel and Associated Concrete at PSTs ($100,000): The full extent and location of existing reinforcing steel corrosion is unknown and won't be revealed until construction. An allowance is included considering the potential need to repair or replace reinforcing steel based on experience on similar projects/situations. • Additional Concrete and Reinforcing Repairs ($200,000): The interior of the Primary Effluent Channel was not visible during the Condition Assessment because, at the time, the channel was in service and filled with primary effluent. In addition, the condition of the interior of only two PSTs have been assessed at the time of submitting this PDR. There is the possibility that defects and deterioration not observed to date will be encountered after the Primary Effluent Channel is dewatered and entered, upon future PST condition assessments, and during construction. An allowance is included to provide for additional repairs if they are found to be necessary. The primary effluent channel will be inspected during construction. • 36 -inch RAS Piping Segment Replacement ($75,000): Piping segments requiring significant repairs or replacement with new pipe spools are not anticipated, but an allowance is included as a contingency should the need arise when the Primary Effluent Channel is isolated and the piping is inspected and tested during construction. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 6-1 1lsfocadlprojects 1pw-proj1201811868004.00-paloallorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx • Additional Conduit Repair and Replacement ($150,000): The City indicated some existing conduits in the PST top deck are corroded and/or collapsed. There is the possibility defects or issues will be encountered during construction (e.g. when testing area lighting after replacing lighting fixtures on the top deck). A contingency is included to provide conduit repair/replacement necessary. Page 6-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx References Applied Power, 1988. Short Circuit and Coordination Study. Carollo, 2012. PARWQCP Long Range Facilities Plan — Final Report. CH2M Hill, 1986. WQCP Capacity Expansion Project — Preliminary Design Report. Chin, Siew Ching, "Re: Draft Definition Workshop 2 Slides — 2017 Hourly Flow Data." Message to Josh Andresen, June 2018, E-mail. City of Palo Alto, 2018. Secondary Treatment Upgrade Request for Proposal, Table 1. Flow and Load Projections. Division of Water Quality, 1983. List of Useful Lives and Allowable Parameters, Bulletin 54C, Appendix E, California State Water Resources Control Board, Sacramento, CA. Joyce, J., 2001. An overview of Methods and Approaches for Estimating and Solving Odor and Corrosion in Collection Systems, Odor and Corrosion in Collection Systems and Wastewater Treatment Plants, Water Environment Federation, Alexandria, Va. Kennedy/Jenks Consultants, 2018. PST Condition Assessment. Kennedy/Jenks Consultants, 2004. Assessment Summary for PSTs. Kennedy/Jenks Consultants, 1992. PST Wall and Deck Crack Report. Mark Thomas & Company, 2004. Structural Observations of Reinforcing Steel in Concrete Deck Over Primary Sedimentation Tanks. Munger, C.G. & Vincent, L.D.,1999. Corrosion Protection by Protective Coatings -Second Edition, National Association of Corrosion Engineers, Houston, TX. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page i \\sfo61kjc-rootlkj-projectslsanfrancisco1pw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page ii Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Appendix A: Summary of Condition Assessments Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page A-1 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page A-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx Summary of Condition Assessments 1.1 Condition Assessments The condition of the interior of Primary Sedimentation Tank (PST) No. 1 and the PST top deck was assessed by Donald L. Ervin and Sonny Sin of Kennedy/Jenks Consultants (K/J) on 3 April 2018 with support from two subcontractors, Testing Engineers, Inc. and National Plant Services (NPS). The assessment consisted of: • Observing existing conditions to identify concrete defects, structural distress, and deterioration; • Prodding visibly deteriorated concrete surfaces with a screwdriver to assess the integrity of the surfaces and estimate depth of deterioration; • Power -washing select areas of the tank interior concrete surfaces to remove residues from the primary sludge and soft, degraded concrete (power -washing conducted by National Plant Services); • Measuring the depth of concrete cover over the existing reinforcing (conducted by Testing Engineers, Inc.); and • Pull -testing existing lift hangers cast into the tank ceiling (testing conducted by Testing Engineers, Inc.). In addition, concrete core samples were collected from the PST top deck located above the effluent channels for offsite compressive strength and carbonation testing (coring and offsite testing conducted by Testing Engineers, Inc.). The condition of the interior of PST No. 2 and the exposed, exterior faces of the PST No. 4 and Primary Effluent Channel wall were assessed by Sonny Sin on 4 June 2018 with support from Testing Engineers, Inc. and National Plant Services. The assessment of the interior of PST No. 2 was the same as that conducted on PST No. 1 except that pull -testing of existing lift hangers was not performed. Photographs from the condition assessments of the PSTs and PST top deck are provided in Attachment 1. A report on the concrete and lift hanger testing is provided in Attachment 2. Assessments of the condition of the interior of the sludge lines for PST Nos. 1 and 2, and scum lines for all four PSTs were conducted on two occasions: • 13 April 2018: PST No. 1 sludge line and scum line for PST Nos. 1 and 2. • 4 June 2018: PST No. 2 sludge line and both the scum line for PST Nos. 1 and 2 (conducted a second time) and scum line for PST Nos. 3 and 4. The assessments were led by Nick Lazarakis of K/J and done using a closed-circuit television (CCTV) system that involved the insertion of a camera into the pipes and observation of the camera image on a remote monitor. This work was performed by National Plant Services. Reports on the pipe assessment are provided in Attachment 3. A limited assessment of the condition of the interior of the Primary Effluent Channel was conducted by Donald L. Ervin, Josh Andresen, and Nick Lazarakis of K/J on 12 June 2018. The assessment involved observing the condition of the parts of the channel that were visible through the access hatches located in the concrete deck above the channel while the channel was in service. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 1 VAsfo6Akjc-footAkj-projects\sank anciscoApw-projA2018N1868004.00-paloaltorwgcp pst_rehabA09-reportsV9.09 report \appendix a_cond it ion assessment \appendix a - condition assessment- 20180712.doc 1.2 PST Interior Condition Assessment Findings General Conditions on the interior of PST Nos. 1 and 2 are generally the same except on surfaces above the normal water line (NWL) in the areas located above the effluent troughs; deterioration of the concrete ceiling and beam surfaces are more severe in PST No. 2 compared to in PST No. 1. Tank Floor In both PST Nos. 1 and 2, shrinkage cracks and areas with craze cracks were observed on the concrete floor, but none of the cracks appeared to exceed 1/64 inch in width. Some sections of the floor also had light to medium scaling. Otherwise, the concrete floor surface appeared to be in good condition. The tank floor did not have a coating. Tank Walls Above the NWL in both PST Nos. 1 and 2, existing coating along the top of the walls was observed. It has failed and is peeling or completely gone in some places. Concrete surfaces previously covered by the coating exhibited a layer of soft concrete measuring approximately 1/8 inch in depth on the main part of the tank (not at the effluent troughs) and up to approximately 1 inch in depth at the effluent trough area that could be removed readily when prodded with a flat -tipped screw driver and during power -washing. Wall surfaces below the NWL appeared to be in good condition, although vertical cracks were visible: • Tank 1A: A total of approximately 89 feet of vertical cracks were visible on the wall shared with the aeration basins. Despite the hydrostatic pressure from the aeration basins, none of the cracks were visibly leaking, although efflorescence was visible along the cracks indicating past leakage. None of the cracks observed exceeded 1/32 inch in width. • Tank 1 B: Vertical cracks at approximately 10 -foot intervals along the wall shared with Tank 2A were visible. They ranged in length from approximately 3 to 10 feet. Some cracks extended to the base of the wall. Despite the hydrostatic pressure from Tank 2A, only one crack was visibly weeping. Most of the other cracks had efflorescence. A total of approximately 145 feet of vertical cracks were visible on the wall of Tank 1 B. None of the cracks observed exceeded 1/32 -inch in width. • Tank 2: A total of approximately 200 feet of vertical cracks were visible. On the wall shared with the Primary Influent Channel (at the southwest end of the tanks), there were two diagonal cracks originating from the corners of the one of the influent openings in PST No. 1, each approximately 6 feet long. There was no visible seepage or efflorescence along these cracks. These cracks were not accessible for close observation due to the sludge trough in the PST floor. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 2 \\sfo6Akje-rootAkj-projects\sanlranciscoApw-projA20L8V1868004.00-paloaltorwgep_pst_rehabV09-reportst9.09_reportiappendix a_condition assessment\appendix a - condition assessment- 20180712.doc Tank Ceiling Support Beams Remnants of coating were visible on the concrete beams, but the coating has failed. On many beams, there was no coating left on the underside, and the exposed concrete edges were noticeably deteriorated, exhibiting exposed aggregate. The deterioration was most severe on beams located in the area of the effluent troughs. Their bottom edges are jagged with exposed coarse aggregates. The surface of the concrete was weak: • 1/8 to 1/2 inch of material readily came loose on the beams over the PST No. 1 effluent troughs when prodded with a flat -tipped screw driver. • Over 1 inch of material readily came loose on the beams over the PST No. 2 effluent troughs when prodded with a flat -tipped screw driver. There were pieces of rusting metal exposed at the surface of the of the bottom of the beam in a few locations. Many beams have cracks on their vertically faces that extend across the bottom of the beam. The cracks on the vertical faces are oriented at an angle off vertical. From a distance, the contrast between the light-colored concrete in the cracks and the dark -colored coating on each side of the cracks made the cracks look wide, but up close most turned out to be only hairline cracks or shallow cracks that could not be chased much beyond the surface. These cracks were approximately evenly spaced along the entire length of the beams and are not consistent with the typical characteristics of structural cracks in concrete beams. They are most likely caused by shrinkage or insufficient concrete cover below beam ties. Tank Ceiling Similar to the underside of the beams noted above, much of the tank ceiling away from the effluent troughs appeared to have substantial cracking, emphasized by the difference in color between the concrete at the cracks and the existing coating on each side of the cracks. The cracks were generally less than 1/64 -inch wide if not untraceable beyond the surface. At a few locations, small spots of rust were visible. Their appearance gave the impression that the spots were from slab reinforcing or reinforcing support chairs that had too little or no concrete cover. No efflorescence was visible along the cracks. Based on these observations, the cracks did not appear to have compromised the integrity or water -tightness of the ceiling slab. Nearly all of the ceiling over the effluent troughs in both tanks exhibit exposed aggregates and efflorescence. The surface deterioration extended up around the openings for the access hatches in the ceiling. The thickness of mortar layer lost was estimated to be approximately 1/4 to 1/2 inch at PST No. 1 and up to approximately 1 inch at PST No. 2. There were also diagonal shrinkage cracks originating from the corners of the hatch openings. The underside of the concrete effluent troughs toward the wall shared with the Primary Effluent Channel showed surface scaling and heavy staining of a rusty, orange color. This may have been from the rusting steel weir plates mounted to the trough walls and steel lift hangers cast into the underside of the troughs. Exposed, rusting reinforcing steel was visible at the corners of some hatch openings. Lift Hangers A total of 12 lift hangers were identified in PST No. 1. These hangers were round steel bars embedded into the tank ceiling. Their extent of corrosion varied greatly, with some wrapped in rusticles or rust shells and others merely rust -stained. The rust on some of the hangers was removed with a power grinder, and the cross-sectional diameter of the remaining intact metal Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 3 VAsfo6Akjc-rootAkj-projects\sank anciscoApw-projA20181868004.00-paloaltorwgcp pst_rehabA09-reportsV9.09 report\appendix a_cond it ion assessment \appendix a - condition assessment- 20180712.doc bars was measured. The reduction in bar diameters range from 1% to 43% from the original 7/8 - inch (0.875 -inch) diameter shown on the record drawings. Prior to pull -testing the hangers, the condition of the hangers and the concrete around the hangers was assessed. The concrete at half of the hangers showed cracks, rock pockets, or spalls that could compromise the hangers' anchorage and those hangers were not tested. The remaining hangers were tested to 900 pounds and all passed. A copy of the test report is provided in Attachment 2. The condition of the hangers in PST No. 2 was similar, but no hangers were tested. Based on the condition of the hangers in both PST No. 1, the critical nature of the hanger usage, and the likelihood that future hanger deterioration could not be eliminated, it was decided that the hangers in all of the PSTs would need to be replaced and no additional existing hangers needed to be tested. Concrete Testing: Two of the four concrete cores collected at PST No. 1 were tested for carbonation and two were tested for compressive strength. Test results show: • The depth of carbonation is at least 1/4 -inch deep. This is measured from the existing (deteriorated) concrete surface. • An average concrete compression strength above 7,000 psi. 1.3 PST Top Deck Condition Assessment Findings The PST top deck has multiple cracks and patching repairs. The cracks measure between 1/32 to 1/64 inch in width and are of various lengths. Many of the cracks are characteristic of shrinkage cracks that may have formed during initial concrete curing. Other cracks may be from thermal expansion and contraction of the deck. Some of the existing crack repairs appeared to have been ineffective. In many cases either the cracks remained or the patches over the cracks had shrunk, cracked, and could easily be broken off when prodded with a flat -tipped screwdriver. The overall concrete surface was otherwise intact and appeared water -tight. 1.4 Primary Effluent Channel Interior Condition Assessment Findings The Primary Effluent Channel is continually in service and taking it out of service requires the installation of a bypass, so condition assessment was limited to a visual evaluation made through the openings in the concrete deck over the channel. There was substantial concrete spalling along the bottom edge of some openings in the deck resulting from the corrosion of the exposed ends of reinforcing steel that was cut when the openings were cut into the deck. The top of channel walls that were visible through the access hatches appeared to be in good condition with slight surface scaling resulting from failure of the existing coating. Remnants of the original sheet waterproofing material were observed. The adhesive used to bond the original sheet waterproofing material was also visible where the sheet waterproofing is gone. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 4 VAsfo6Akje-rootAkj-projects\sanlranciscoApw-projA2018V1868004.00-paloaltorwgep_pst_rehabA09-reportsV9.09 report\appendix a_cond it ion assessment\appendix a - condition assessment- 20180712.doc 1.5 PST No. 4 Exterior Wall Condition Assessment Findings A few vertical shrinkage cracks with efflorescence were observed. In addition there was: • A small spall at the top of wall near the entrance to the Equipment Room • A small surface spall likely from impact • A few discontinuous diagonal shrinkage cracks near the entrance to the Equipment Room 1.6 Primary Effluent Channel Exterior Wall Condition Assessment Findings Numerous vertical shrinkage cracks were observed: • Width < 1/32" wide, some discontinuous, others full height • Some cracks are damp, others weeping • Most cracks have efflorescence • Stains on some cracks; potentially rust stains indicating reinforcing corrosion 1.7 PST Process Mechanical Condition Assessment Findings 1.7.1 PST Influent Baffles The existing steel baffle plates are corroded, but intact and functional. 1.7.2 Drain Covers The existing drain covers are corroded and some are missing. 1.7.3 Sludge Collection Mechanisms The various component of the existing sludge collection mechanisms inside the PSTs appear to be in good condition. 1.7.4 Drive Units for Sludge Collection Mechanisms The drive units are old and show wear. 1.7.5 72 -inch Sluice Gate Only the portions of the gate above the NWL and above the PST top deck were observed. Observations included: • Control panel is severely corroded. • Heavy deposits of primary effluent residue or corrosion on the upper stem guide located in the channel interior. 1.7.6 Sludge Piping Access points for the CCTV condition assessment of the sludge piping were in the Pump Room (PR) and sludge sump inside the tank. NPS provided the inspection reports included Attachment 3. The reports include Granite XP, Pipeline Assessment Certification Program (PACP) scoring. Also included is a summary of defect abbreviations. The scoring follows the National Association of Sewer Service Companies (NASSCO) PACP scoring guidelines. Table 1 below is a guide to assist readers in interpreting the scoring reports. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 5 \\sfo6\kjc-root\kj-projects\sanfrancisco\pw-prof\2018\1868004.00-paloaltorwgrp_pstrehab\09-repons\9.09report\appendix a_condition assessment\appendix a - condition assessment - 20180712.doc Table 1: Scoring Report Guide Column No. Title Description 1 Grade Information is entered into the row corresponding to its grade. Defects are graded on a 1 to 5 scale with 1 being the best condition and 5 being the worse. 2 & 7 Amount of Defects Quantity of defects. Structural defects represent physical damage to the pipeline itself. The repeated structural defect identified in the CCTV reports is chemical attack (corrosion). O&M defects represent various types of foreign objects that may interfere with the operation of the pipeline. Examples of O&M defects identified in the CCTV reports include fine deposits, rocks, and grease. 3 & 8 Segment Grade Grade x Amount of Defects 4 & 9 Pipe Rating Summation of Segment Grades 5 & 10 Quick Rating XXXX: Most severe rating XXXX: Quantity of defects for most severe rating XXXX: Second most severe rating XXXX: Quantity of defects for second most severe rating 6 & 11 Pipe Index Rating Amount of Defects / Pipe Rating 12 Overall Pipe Rating Summation of Structural Pipe Rating and O&M Pipe Rating 13 Overall Pipe Rating Index Overall Pipe Rating / Amount of Structural and O&M Defects In summary, the entire length of Sludge Lines No. 1 and No. 2 were successfully CCTV'd, except a few low spots where the camera was underwater. The steel pipe's glass lining was partially coated with grease, but appeared to be in good condition, except at the joints. There was a significant amount of sediment along the bottom of the lines. Most joints along the pipelines were corroding. Scum Piping Access points for the CCTV condition assessment of the scum piping were in the Pump Room (PR) and cleanouts located outside and to the northeast of the Primary Effluent Channel. The reports included in Attachment 3 provide documentation of the scum piping CCTV work. In summary, on 13 April 2018, 156 feet of the total 300 feet of Scum Line No. 1 and 2 was successfully CCTV'd, except approximately 40 feet where the camera was underwater. Scum Line No. 1 and 2 was then re-CCTV'd on 4 June 2018 and 213 feet of 300 feet was successfully CCTV'd, except approximately 35 feet where the camera was underwater. The steel pipe's glass lining was partially coated with grease, but appeared to be in good condition except at the joints. There was a significant amount of sediment and rocks along the bottom of the line. Many of the joints along the pipeline were corroding. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 6 VAsfo6Akje-rootAkj-projects\sanlranciscoApw-projA2018V1868004.00-paloaltorwgep_pst_rehabA09-reportsV9.09 report\appendix a_cond it ion assessment\appendix a - condition assessment- 20180712.doc Scum Line No. 3 and 4 was successfully CCTV'd for 155 feet of the total 290 feet. Scum Line No. 3 and 4 was lined with CIPP in 2011. The lining appeared to be in good condition, but was partially coated with grease. Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 7 \\sfo6\kjc-root\kj-projects\sanfrancisco\pw-proj\2018\1868004.00-paloaltorwgcp_tst_rehab\09-reports\9.09_report\appendix a_condition assessment\appendix a - condition assessment - 20180712.doc Attachments • Attachment 1 — Condition Assessment Photographs • Attachment 2 — Condition Assessment Testing Results • Attachment 3 — CCTV Results Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page 8 \sfo6\kjc-root\kj-projects\santranciscoApw-projA20L8U868004.00-paloaltorwgep_pst_rehabA09-reportsV9.09 report\appendixa conditionassessment\appendixa-conditionassessment- 20t8on2.doc Attachment 1 Condition Assessment Photographs Fig : Coating degradation and concrete surface disintegration on face of wall over trough. Fig : Coating degradation and concrete disintegration on face and lower edges of roof beam. Fig : Corrosion of lifting hanger, coating degradation, and concrete disintegration. Fig : Rock pocket in tank ceiling concrete around lifting hanger. Fig : Exposed rusting reinforcing on tank ceiling. Fig : Exposed rusting reinforcing at corner of hatch opening in tank roof. Fig : Closeup of transverse cracks in ceiling beam. W11111111rr.t 19111111111111111111111111 Fig : Shrinkage cracks and existing crack repair. Fig : Existing patching repair. Attachment 2 Condition Assessment Testing Results %iv TESTING ENGINEERS, INC. Quality Assurance Services Materials Consulting Since 1954 April 27, 2018 TEI Project No. L057 Kennedy/Jenks Consultants, Inc. 2350 Mission College Boulevard, Suite 525 Santa Clara, California, 95054 Attn: Xiangquan Li/Donald Ervin P: 650.852.2824/650.852.2800 E: XiangquanLi@kennedyjenks.com / DonErvin@kennedyjenks.com SUBJECT: CONSULTING SERVICES AND STRUCTURAL TESTING PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT (RWQCP) PRIMARY SEDIMENTATION TANK (PST) REHAB — TANK 1 2501 EMBARCADERO WAY PALO ALTO, CA 94303 Mr. Xiangquan Li & Donald Ervin, At your request, Testing Engineers, Inc. (TEI), conducted consulting and structural testing services at Primary Sedimentation Tank 1 for the following items: 1. Macro Sections and Depth of Surface Deterioration by pH Measurement of cores extracted from the roof deck. 2. Compressive strength testing cores extracted from the roof deck. 3. Perform pull testing on the existing lift hangers in the tank These services were performed on Tuesday, April 3rd, 2018 by (3) TEI personnel. The laboratory testing followed on April 17th and April 20th. The work was performed in accordance with the scope of work provided in our proposal that was revised on March 15, 2018. PROCEDURE & RESULTS Coring A total of (3) approximately 3.73 -inch diameter and (1) 2.91 -inch concrete cores were extracted from the roof of Primary Sedimentation Tank 1 of the Palo Alto RWQCP. Two cores were extracted from both the A and B sides of the tank for compressive strength testing amd the macro sections and depth of surface deterioration by pH measurements testing. Sampling was performed in substantial Corporate Office — 2811 Teagarden Street — San Leandro, California 94577 — (510) 835-3142 — FAX (510) 834-3777 Palo Alto RWQCP PST — Tank 1 April 27, 2018 Page 2 of 6 TEI Project No. L057 conformance with the criteria set forth in the Standard Test Method for Obtaining and Testing Drilled Cores and Sawed Beams of Concrete (ASTM C42). Samples were removed using a water-cooled, diamond tip core bit. Sample locations were identified by Kennedy and Jenks (K/J) personnel (Don Ervin) in the field. The roof was scanned using a surface penetrating radar device to avoid cutting any reinforcing steel during the coring process. This instrument is capable of locating reinforcing steel to a depth of approximately 16 inches in concrete. After coring the resulting core holes were filled with a high strength non -shrink grout approved by K/J. Compressive Strength Testing on Cores Compressive strength testing was performed on core samples in accordance with the K/J specifications. Compressive strength tests were completed in substantial accordance with ASTM C42. All cores were tested on April 17, 2018. Compressive Strength test results are presented on the attached Concrete Core Compressive Strength Sheet. Macro Sections and Depth of Surface Deterioration by pH Measurement In addition to cores extracted for compression testing, additional cores were extracted at each location for pH testing to determine the depth of carbonation/surface deterioration in the concrete. Carbonation of concrete is caused by the exposure of the concrete to carbon dioxide in the atmosphere and it has the effect of lowering the pH. Fresh concrete typically has a pH between 12 and 13. Testing was performed by using a 1 percent phenolphthalein indicator solution. The indicator solution will turn the concrete pink when the pH is in excess of 9 and will be colorless at pH level below 9. Following is a table indicating the approximate depths of carbonation. The carbonation depth was measured from the inside tank side of the core. In addition, photographs of the cores are attached to this letter. pH Testing and Carbonation Depth Location Core No. Approximate Depth of Carbonation (in.)* Half —1 Half - 2 Tank 1A east side of opening 1 <0.25 <0.25 Tank 1B east side of opening 3 <0.13 <0.25 *Carbonation depth measurements are approximate. Measurements were made visually without any magnification and are accurate to the degree that method warrants. Pull Testing on Lift Hangers We planned on pull testing the (12) lift hangers in Tank 1 with (6) hangers being located in both the "A" and "B" sides of the tank. However, only (6) of the hangers were tested because there were either cracks in the concrete or the hanger was too deteriorated. The hangers were numbered from 1 to 12 going from east to west and south to north. A 900 -pound proof load was applied for a duration of 2 minutes. If the hanger sustained the proof load with no visible signs of failure, this was considered a passing test. A passing test result is only applicable to the date and time the hanger was tested by our office and is not a guarantee of future load carrying capacity and performance. Below is a table of our test results and observations by Kennedy Jenks and our representatives: The results printed in this report relate only to the item(s) tested. This report can be reproduced only in its entirety unless written permission from TEI is obtained. Palo Alto RWQCP PST — Tank 1 Page 3 of 6 April 27, 2018 TEI Project No. L057 Hanger Hanger Diameter* — Bot., in. Hanger Diameter* — Side., in. Test Load Pass or Fail Notes Before Test After Test Before Test After Test 1 NT NT NT NT NT Not tested due to concrete cracking and honeycombing 2 0.627/0.550 0.521/0.526 NT NT NT Not tested due to deterioration of hanger 3 NT NT NT NT NT Not tested due to concrete cracking 4 NT NT NT NT NT Not tested due to concrete cracking 5 NT NT NT NT NT Not tested due to concrete cracking 6 NT NT NT NT NT Not tested due to concrete cracking 7 0.864/0.869 -- 0.921/0.912 -- Pass 8 0.867/0.861 -- 0.910/0.905 -- Pass 9 0.982/0.978 0.585/0.540 1.054/0.895 0.700/0.720 Pass Held test load, but rust shell broke free after test. Reduced thickness 10 0.960/0.979 -- 0.889/0.901 -- Pass 11 0.530/0.520 0.740/0.730 Pass Rust shell on hanger removed with hammer 12 0.740/0.690 0.820/0.770 Pass Rust shell on hanger removed with hammer *Measurements taken vertically and horizontally on hanger bars. If you have any questions, or if we may be of further service, please contact me at (510) 835-3142 extension 173 or by email at Colin.Stock@testing-engineers.com. TESTIING ENGINEER NC. in R. Stock, PE Consulting Division Manager The results printed in this report relate only to the item(s) tested. This report can be reproduced only in its entirety unless written permission from TEI is obtained. Core Location Map Palo Alto RWQCP PST — Tank 1 Page 4 of 6 April 27, 2018 TEI Project No. L057 as)"4.-\\: „ • • • r • • • • • • • " Core 4 Cote 3 Core 2 Gore 1--� The results printed in this report relate only to the item(s) tested. This report can be reproduced only in its entirety unless written permission from TEI is obtained. Palo Alto RWQCP PST — Tank 1 Page 5 of 6 April 27, 2018 TEI Project No. L057 CONCRETE CORE COMPRESSION TEST LAB. NUMBER: K0763 CLIENT NUMBER: KEN010 SAMPLE NUMBER 258773 PROJECT NUMBER: PROJECT NAME: Permit #: N/A L057 Palo Alto RWQCP PST 1 ISSUE DATE:4/17/18 LOCATION: PST 1 Sides A and B — See Core Location Map Sampling Method: Systematic (Per K/J) Deviated from Standard: No Date of placement, if known: Cored By: Date & Time Cored: Time placed in sealed bag or non- absorbent container: Received By: Date Received: Date & Time Trimmed & returned to container: Approx. 48 Yrs ago Sean Hughes 4/3/ 18@ 11:00am 12:00 pm B. Green, TEI 4/16/18 4/17/18@9:00am DATE TESTED TIME TESTED 4/17/2018 1:27 pm 4/17/2018 1:27 pm CORE ID 2 4 DIAMETER In. 3.73 3.73 CROSS-SECTIONAL AREA In. 10.92 10.92 LENGTH RECEIVED (Roof Thickness) In. 7.20 7.50 LENGTH TRIMMED In 6.60 6.80 WEIGHT after trimming Lbs. 6.465 6.625 DENSITY pcf 155 158 LENGTH TESTED In. 6.80 7.00 CALIPER SERIAL No. (12" #2) (12" #2) LENGTH/DIAMETER RATIO 1.82 1.88 CORRECTION FACTOR -- -- SERIAL No. COMPRESSION MACHINE 85028 85028 ULTIMATE LOAD Lbs. 87,810 106,770 ULTIMATE STRENGTH Psi 7,980 9,780 CORRECTED ULTIMATE STRENGTH Psi 7,980 9,780 AGE TESTED (after cored) Days 14 14 AVERAGE STRENGTH (At Date Tested) Psi -- 8,880 SPECIFIED STRENGTH Psi -- -- MAXIMUM AGGREGATE. SIZE In. 1+ 1+ EMBEDDED METAL none none REMARKS Type 1 Type 1 *Cores were tested under wet conditions, parallel the cast plane and in general accordance with ASTM C42. *Compressive strength testing and density was performed for investigative purposes Reviewed By: Green oncrete Lab Supervisor FOR: The results printed in this report relate only to the item(s) tested. This report can be reproduced only in its entirety unless written permission from TEI is obtained. Palo Alto RWQCP PST — Tank 1 Page 6 of 6 TEI Project No. L057 April 27, 2018 Concrete pH with Phenolphthalein - Pictures 1111111111111 CORE 1 CORE 1 Core 1* CORE 3 CORE 3 Core 3* * The right end of the cores in the above photographs correspond to the inside of the sedimentation tank The results printed in this report relate only to the item(s) tested. This report can be reproduced only in its entirety unless written permission from TEI is obtained. Attachment 3 CCTV Results CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 E)(1) Pipeline Inspection and Integration Software Project Summary CI TY OF PALO ALTO Main ID Date Address Start MH Finish MH Pipe Asset length Surveyed Length PR SLUGE-PR SLUGE. PR SCUM -PR SCUM. 5/14/2018 5/14/2018 CLEAN OUT SCUM -CLEAN OUT 5/15/2018 SCUM. SLUDGE PUMP T1 T2 -SLUDGE 5/15/2018 Number of inspections: 4 Project Summary WWTP BASIN 1 PALO ALTO WWTP BASIN 1 PALO ALTO WWTP BASIN 1 WWTP BASIN 1 PR SLUGE PR SLUGE. PR SCUM PR SCUM. SP CLEAN OUT SCUM CLEAN OUT SCUM. XXX SP SLUDGE PUMP T1 SLUDGE PUMP T1 T2. XXX T2 Tuesday, May 15, 2018 12:42 PM Subtotal Total 99.4 63.5 99.3 63.4 92.0 92.0 100.0 100.0 354.9 ft 354.7 ft 354.9 ft 354.7 ft Page 1 of 1 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Wit Kb Pipeline Inspection and IntegraHon Software Main Inspection with Pipe -Run Graph and Images Project Name: CITY OF PALO ALTO Start date/time: 5/14/2018 Pipeline segment ref: PR SLUGE-PR SLUGE. Width: Direction: Length surveyed: Downstream 99.3 City: PALO ALTO Height: Material: 8 SP Surveyed by: R.ZI EGLER Location code: Street: WWTP BASIN 1 Weather: Additional info: PR SLUGE \( Omitted: 74.1 ft At 0.0 ft Nffla START WITH FLOW - Start Inspection With the Flow At0.Oft AMH - Manhole START AT CLEANOUT PR SLUDGE 4/At0.Oft MWL - Water Level At 5.7 ft LRD -Alignment Right Down Rating Category: O&M ALIGNMENT CALLED WITH NO DIRECTION /At6.5ft5/7 DSF - Deposits Settled Fine Category: O&M 0.0 ft 10.0 ft 20.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 1 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO PR SLUGE-PR SLUGE. PALO ALTO WWTP BASI N 1 Start date/time: Width: Height: Material: Location code: Weather: 5/14/2018 8 SP Direction: Length surveyed: Downstream 99.3 Surveyed by: R.ZI EGLER Additional info: Omitted: 15.3 ft Omitted: 52.7 ft ti 1/At28.5ft10/2 SCP - Surf ceCToaion M�ta_I Pipe Category: Structural '-fil lF 0 4.'2550:;01 74 EDE 11P4c.9re crwF . 1 At28.8ft Category: O&M :,.g J A ELM Ara 1-c At 29.6 ft 20.0 ft Category: O&M F..131'2010 PR. SLUGE 40.08 Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 2 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF 4 Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO PR SLUGE-PR SLUGE. PALO ALTO WWTP BASI N 1 Start date/time: Width: Height: Material: Location code: Weather: 5/14/2018 8 SP Direction: Length surveyed: Downstream 99.3 Surveyed by: R.ZI EGLER Additional info: Omitted: 42.3 ft At66.0ft6/6 S01: DSF - Deposits Settled Fine Category: O&M eMINNAM M moo gira Omitted: 25.7 ft V v v IAt46.0810/3 DAGS - Deposits Attached Grease Category: O&M rAt59.2ft5/6 DSF - Dopusite Se d Fir e Category: O&M MO: lc 50.08 60.0 ft 70.08 Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 3 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF 4 Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO PR SLUGE-PR SLUGE. PALO ALTO WWTP BASI N 1 Start date/time: Width: Height: Material: Location code: Weather: 5/14/2018 8 SP Direction: Length surveyed: Downstream 99.3 Surveyed by: R.ZI EGLER Additional info: Orritted: 84.3 ft At93.0ft6/6 y F01: DSF - Deposits Settled Fine Category: O&M At94.2ft LR- AlignmentRight Category: O&M o :} `a ail �At97.086/6 DSF -Deposits Settled Fine Category: O&M 4/A199.3 ft AEP - End of Pipe end of inspection ■ At99.4ft BM STOP - Inspection stopped Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 4 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Wit Kb Pipeline Inspection and IntegraHon Software Main Inspection with Pipe -Run Graph and Images Project Name: CI TY OF PALO ALTO Start date/time: 5/14/2018 Pipeline segment ref: PR SCUM -PR SCUM. Width: Direction: Length surveyed: Downstream 63.4 City: PALO ALTO Height: Material: 10 SP Surveyed by: R.ZI EGLER Street: PALO ALTO WWTP BASIN 1 Location code: Additional info: Weather: PRSCUM1i At20.9ft41 SO 1: MWLS - Water Level Sag Category: Structural Omitted: 19.3 ft 1 At 0.0 ft NES START WITH FLOW - Start Inspection With the Flow y At 0.0 ft AMH - Manhole START SCUM LINE ifAt0.Oft MWL - Water Level 4iAt5.0ft LR- AlignmentRight Category: O&M At a.6 ft5/6 DSF - Deposits Settled Fine Category' O&M 10.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 1 of 2 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO PR SCUM -PR SCUM. PALO ALTO PALO ALTO WWTP BASIN 1 Start date/time: Width: Height: Material: Location code: Weather: 5/14/2018 10 SP Direction: Length surveyed: Downstream 63.4 Surveyed by: R.ZI EGLER Additional info: \jrAt63.4ft MSA- Abandoned Survey BLOCKAGE At63.5ft STOP - Inspection stopped 60.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 2 of 2 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Pipeline Inspection end IntegraHon Software Main Inspection with Pipe -Run Graph and I ma9es Project Name: CITY OF PALO ALTO Start date/time: 5/15/2018 Pipeline segment ref: CLEAN OUT SCUM -CLEAN OUT SCUM. Width: Direction: Length surveyed: Downstream 92.0 City: PALO ALTO Street: PALO ALTO WWTP BASIN 1 Height: Material: Location code: 10 XXX Surveyed by: R.ZI EGLER Additional info: Weather: CLEAN OUT SCUM I,O Orritted: 66.1 ft AtO.Oft NM START WITH FLOW - Start Inspection With the Flow At 0.0 ft AMH - Manhole START CLEAN OUT SCUM ir At 0.0 ft MWL - Water Level e rI ocKage At 3.0 ft MGO- General Observation DEGRIS 20.0 ft At 10.9 ft 12/3 SCP - Surface Corrosion Metal Pipe Category: Structural 0.0 ft 10.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 1 of 5 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF 4 Project Name: Pipeline segment ref: City: CITY OF PALO ALTO CLEAN OUT SCUM -CLEAN PALO ALTO OUT SCUM. Start date/time: Width: Height: Material: 5/15/2018 10 XXX Direction: Length surveyed: Surveyed by: Downstream 92.0 R.ZI EGLER Street: PALO ALTO WWTP BASIN 1 Location code: Additional info: Weather: Onitted: 4.1 ft V Omitted: 59.2 ft tit At 12.08 LU - Alignment Up Category: O&M At 21.5 ft5/6 OBR - Obstacle Rocks Category: O&M '7,451,49Mt14 V.,111 na.a7 614E. 1. it At 24.1 84/8 OBR -Obstacle Rocks Category: O&M 121 ft /13/2018 7: At 26.9 ft10/10 OBR - Obstacle Rocks Category: O&M ti. 10.0 it 20.0 ft 30.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 2 of 5 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: CITY OF PALO ALTO CLEAN OUT SCUM -CLEAN OUT SCUM. Start date/time: Width: Height: 5/15/2018 10 Direction: Length surveyed: Surveyed by: Downstream 92.0 R.ZI EGLER City: PALO ALTO Material: XXX J Street: PALO ALTO WWTP BASIN 1 Location code: Additional info: Weather: Omitted: 35.18 Omitted: 28.2 ft 50.08 if At 35.1 ft 5/5 OBR -Obstacle Rocks Category: O&M At 40.1 81/5 SCP - Surface Corrosion Metal Pipe Category: Structural AT JOINTS 60.0 fl Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 3 of 5 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: CITY OF PALO ALTO CLEAN OUT SCUM -CLEAN PALO ALTO OUT SCUM. Start date/time: Width: Height: Material: 5/15/2018 10 XXX Direction: Length surveyed: Surveyed by: Downstream 92.0 R.ZI EGLER Street: PALO ALTO WWTP BASIN 1 Location code: Additional info: Weather: Onitted: 67.6 ft IAt71.286/5 DSZ - Deposits Settled Other Category: O&M 20 80.0 ft 70.0 ft 4f At 91.8 ft 5/6 DSF - Deposits Settled Fine Category: O&M CLEAN OUT SCUM. Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 4 of 5 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: CITY OF PALO ALTO CLEAN OUT SCUM -CLEAN PALO ALTO OUT SCUM. Start date/time: Width: Height: Material: 5/15/2018 10 XXX Direction: Length surveyed: Surveyed by: Downstream 92.0 R.ZI EGLER Street: PALO ALTO WWTP BASIN 1 Location code: Additional info: Weather: Omitted: 88.68 o,r o N N W 23 F Ul (n 4 At 92.0 ft MSA- Abandoned Survey DEBRI 90.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 5 of 5 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 RA. N41T )4 Pipeline Inspection and Integration Software Main Inspection with Pipe -Run Graph and Images Project Name: CITY OF PALO ALTO Pipeline segment ref: SLUDGE PUMP T1 T2 -SLUDGE Start date/time: Width: 5/15/2018 Direction: Length surveyed: Downstream 100.0 City: PALO ALTO Height: Material: Location code: 8 XXX Surveyed by: R.ZI EGLER Street: WWTPBASIN 1 Additional info: Weather: SLUDGE PUMP T1 12 Orritted: 83.0 ft D At0.0ft »))) START WITH FLOW - Start Inspection With the Flow At 0.0 ft AMH - Manhole SLUDGE SUMP T1 T2 At 0.0 ft MWL - Water Level At 11.9 ft MGO - General Observation REPORTS ALIGHNEMT CHANGE WITH NO DIRECTION GIVEN Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 1 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO SLUDGE PUMP T1 PALO ALTO WWTP BASI N 1 T2 -SLUDGE Start date/time: Width: Height: Material: Location code: 5/15/2018 8 XXX Direction: Length surveyed: Surveyed by: Downstream 100.0 R.ZI EGLER Additional info: Weather: Onitted: 16.8 ft Omitted: 64.5 ft ir At 19.08 MGO- General Observation ALIGNMENT CALLED NO DIRECTION GIVEN �At28.2ft MGO- General Observation JOINT CORROSION Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 2 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO SLUDGE PUMP T1 PALO ALTO WWTP BASI N 1 T2 -SLUDGE Start date/time: Width: Height: Material: Location code: 5/15/2018 8 XXX Direction: Length surveyed: Surveyed by: Downstream 100.0 R.ZI EGLER Additional info: Weather: J Omitted: 37.4 ft tirAt47.3ft Omitted: 43.9 ft IAt38.389/3 DAGS - Deposits Attached Grease Category: O&M At 39.5 ft MGO- General Observation CORROS ION MWLS - Water Level Sag Category: Structural v v v 40.08 Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 3 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO SLUDGE PUMP T1 PALO ALTO WWTP BASIN 1 T2 -SLUDGE Start date/time: Width: Height: Material: Location code: 5/15/2018 8 XXX Direction: Length surveyed: Surveyed by: Downstream 100.0 R.ZI EGLER J Additional info: Weather: Omitted: 60.5 ft Omitted: 20.7 ft itAt68.1 ft 4/6 DSF - Deposits Settled Fine Category: O&M [68ft101 1" At 68.6 ft MCU - Camera Underwater Category: O&M /At69.4ft MWLS - Water Level Sag Category: Structural 60.0 tt 70.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 4 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO SLUDGE PUMP T1 PALO ALTO WWTP BASI N 1 T2 -SLUDGE Start date/time: Width: Height: Material: Location code: 5/15/2018 8 XXX Direction: Length surveyed: Surveyed by: Downstream 100.0 R.ZI EGLER Additional info: Weather: o o o o 0 � 0 and N � 5 Onitted: 70.2 ft Omitted: 11.1 ft At72.4 89/2 DAGS-DPp_.�._s__t� attached Grease Category: O&M I/ At 84.9 ft9/3 SCP - Surface Corrosion Metal Pipe Category: Structural 70.0 ft 80.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 5 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 R„i 4 (TiF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO SLUDGE PUMP T1 PALO ALTO WWTP BASI N 1 T2 -SLUDGE Start date/time: Width: Height: Material: Location code: 5/15/2018 8 XXX Direction: Length surveyed: Surveyed by: Downstream 100.0 R.ZI EGLER Additional info: Weather: Onitted: 83.9 ft 1' At 87.8117/. DAGS - Deposits Attached Grease Category: O&M N./ ifAt95.9ft LL - Alignment Left Category: O&M i At 96.5 ft4/. SCP - Surface Corrosion Metal Pipe Category: Structural 100.011 Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 6 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 1TF Project Name: Pipeline segment ref: City: Street: CITY OF PALO ALTO SLUDGE PUMP T1 PALO ALTO WWTP BASI N 1 T2 -SLUDGE Start date/time: Width: Height: Material: Location code: 5/15/2018 8 XXX Direction: Length surveyed: Surveyed by: Downstream 100.0 R.ZI EGLER Additional info: Weather: Onitted: 91.3 ft 1IAt96.5ft10/. SCP - Surface Corrosion Metal Pipe Category: Structural At 96.5 ft LL - Alignment Left Category: O&M it At 100.0 ft MSA- Abandoned Survey END 100.0 ft Main Inspection with Pipe -Run Graph and Images Tuesday, May 15, 2018 12:40 PM Page 7 of 7 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Certificate No: 123 Owner: Surveyed by: R.ZI EGLER Work order: Location details: Pipeline segment ref: PR SLUGE-PR SLUGE. Downstream manhole No: PR SLUGE. PACP Sewer Repor Drainage area: Sheet number: Survey Customer CITY OF PALO ALTO Start date/time: Street: 2018/05/14 13:07 WWTP BASIN 1 Upstream manhole No: PR SLUGE Rim to invert: Grade to invert: Width: Shape: Material: Ln. method: Pipe joint length: C SP Total length: 99.4 Purpose: Sewer category: Pre -cleaning Date cleaned: Weather: Location code: Additional info: z Easting: Starting access point: Northing: Elevation: Rim to invert: NI -FE Pipeline Inspection and Integration Software City: PALO ALTO Grade to invert: Rim to grade: Rim to grade: Sewer use: Direction: Flow control: Height: D 8 Length surveyed: 99.3 Year laid: Coordinate system: Year renewed: Media label: GPS accuracy: Structural O&M rade Amount olStructural Structural Structural PipeStructural Quick Structural Pipe Amount of O&M O&M Segment O&M Pipe Rating Defects Segment Grade Rating Rating Rating Index Defects Grade O&M Quick O&M Pipe Rating Rating Index Overall Pipe Overall Pipe Overall Pipe Rating Rating Index 1 0 0 2 0 0 3 1 3 4 0 0 5 0 0 3 3100 3 3 3 9 18 0 0 1 4 0 0 25 4129 1.923077 28 2 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 1 of 3 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/14 Upstream manhole No: PR SLUGE Pipeline segment ref: PR SLUGE-PR SLUGE. Sheet number: Distance (Feet) Video Ref. (Meters) Group/ Modifier/ Continuous Descriptor Severity Defect Value S/M/L Inches (mm) AL 1st Joint Circumferential Location At/From Image Ref. Family Rating Remarks 0.0 2 AMH START AT CLEANOUT PR SLUDGE 0.0 544 MWL 0 5.7 42 LRD 10 PR SLUGE-PR SLUGE. PR SLUGE_PR SLUGE..jpg O&M 1 ALIGNMENT CALLED WITH NO DIRECTION 6.5 60 DSF 10 5 7 PR SLUGE-PR SLUGE. PR SLUGE__PR SLUGE.3.j pg O&M 2 28.5 166 SCP 10 2 PR SLUGE-PR SLUGE. PR SLUGE__PR SLUGE.4.jpg S 3 28.8 166 LL 10 PR SLUGE-PR SLUGE._PR SLUGE_PR SLUGE.6.jpg O&M 1 29.6 179 MCU PR SLUGE-PR SLUGE. PR SLUGE__PR SLUGE.9.j pg O&M 4 46.0 261 DAGS 10 10 3 PR SLUGE-PR SLUGE. PR SLUGE__PR SLUGE.10.j pg O&M 2 59.2 301 DSF 5 5 6 PR SLUGE-PR SLUGE._PR SLUGE_PR SLUGE.11.jpg O&M 2 66.0 316 DSF SO1 5 6 6 PR SLUGE-PR SLUGE._PR SLUGE_PR SLUGE.12.jpg O&M 2 93.0 388 DSF F01 10 6 6 O&M 2 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 2 of 3 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/14 Upstream manhole No: PR SLUGE Pipeline segment ref: PR SLUGE-PR SLUGE. �a" P*4 - F Sheet number: Distance (Feet) (Meters) Video Ref. Group/ Modifier/ Continuous escriptor Severity Defect Value S/M/L Inches (mm) Joint Circumferential Image Ref. Family Rating Remarks Location 1st 2nd At/From to 94.2 433 LR 10 PR SLUGE-PR SLUGE._PR SLUGE_PR SLUGE.14.jpg O&M 1 97.0 464 DSF 6 PR SLUGE-PR SLUGE._PR SLUGE_PR SLUGE.15.jpg O&M 2 99.3 544 AEP end of inspection PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 3 of 3 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Certificate No: 123 Owner: Surveyed by: R.ZI EGLER Work order: Location details: Pipeline segment ref: PR SCUM -PR SCUM. Downstream manhole No: PR SCUM. Start date/time: PACP Sewer Repor Street: Drainage area: Sheet number: Survey Customer CITY OF PALO ALTO 2018/05/14 14:22 PALO ALTO WWTP BASIN 1 Rim to invert: Width: Shape: Material: Ln. method: Pipe joint length: C SP Upstream manhole No: PR SCUM Rim to invert: NI -FE Pipeline Inspection and Integration Software City: PALO ALTO Grade to invert: Rim to grade: Grade to invert: Rim to grade: Sewer use: Direction: Flow control: Height: D 10 Total length: Length surveyed: Year laid: Year renewed: Media label: 63.5 63.4 Purpose: Sewer category: Pre -cleaning Date cleaned: Weather: Location code: Additional info: z Easting: Starting access point: Northing: Elevation: Coordinate system: GPS accuracy: Structural O&M rade Amount olStructural Structural Structural PipeStructural Quick Structural Pipe Amount of O&M O&M Segment O&M Pipe Rating Defects Segment Grade Rating Rating Rating Index Defects Grade O&M Quick O&M Pipe Rating Rating Index Overall Pipe Overall Pipe Overall Pipe Rating Rating Index 1 0 0 2 0 0 3 0 0 4 1 32 5 0 0 32 4800 4 0 0 1 2 0 0 1 4 0 0 6 4121 3 38 3.8 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 1 of 2 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/14 Upstream manhole No: PR SCUM Pipeline segment ref: PR SCUM -PR SCUM. �a" P*4 - F Sheet number: Distance (Feet) (Meters) Video Ref. Group/ Modifier/ Descriptor Severity Continuous Defect S/M/L Value Inches 1st (ram) 2nd % = Joint Circumferential Location At/From to Image Ref. Family Rating Remark, 0.0 0 AMH START SCUM LINE 0.0 0 MWL 0 5.0 41 LR 45 PR SCUM -PR SCUM._PR SCUM_PR SCUM.0.j pg O&M 4 8.6 62 DSF 10 5 6 PR SCUM -PR SCUM. PR SCUM_PR SCUM..jpg O&M 2 20.9 149 MWLS S01 15 PR SCUM -PR SCUM. PR SCUM —PR SCUM.1.j pg S 2 63.1 208 MWLS F01 10 0 S 4 63.4 343 MSA PR SCUM -PR SCUM. PR SCUM —PR SCUM.2.j pg BLOCKAGE PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 2 of 2 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Certificate No: 1234 Owner: Surveyed by: R.ZI EGLER Work order: Location details: Rpeline segment ref: CLEAN OUT SCUM -CLEAN OUT SCUM. Downstream manhole No: CLEAN OUT SCUM. Start date/time: PACP Sewer Repor Street: Drainage area: Sheet number: Survey Customer CITY OF PALO ALTO 2018/05/15 09:15 PALO ALTO WWTP BASIN 1 Rim to invert: Upstream manhole No: CLEAN OUT SCUM Grade to invert: Width: Shape: Material: Ln. method: Pipe joint length: Total length: C XXX 92.0 _ Purpose: Sewer category: Pre -cleaning Date cleaned: Weather: Location code: Additional info: z Easting: Starting access point: Northing: Rim to invert: NI -FE Pipeline Inspection and Integration Software City: PALO ALTO Grade to invert: Rim to grade: Rim to grade: Sewer use: Direction: Flow control: Height: D 10 Length surveyed: 92.0 Elevation: Year laid: Coordinate system: Year renewed: Media label: GPS accuracy: Structural Grade Amount of Structural Structural Structural PipeStructural Quick Structural Pipe Amount of O&M O&M Segment Defects Segment Grade Rating Rating Rating Index Defects Grade O&M O&M Pipe Rating O&M Quick O&M Pipe Rating Rating Index Overall Pipe Overall Pipe Rating Overall Pipe Rating Index 1 0 0 2 0 0 3 2 6 4 0 0 5 0 0 6 3200 3 0 0 2 4 1 3 1 4 3 15 26 5341 3.714286 32 3.555556 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 1 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/15 Upstream manhole No: CLEAN OUT SCUM Ib P•4 I 1 F N4A Pipeline segment ref: Sheet number: CLEAN OUT SCUM -CLEAN OUT SCUM. bi'stance (Feet) (Meters) Video Ref. Group/ Modifier/ Continuous Descriptor Severity Defect S/ M/ L f Circumferential Image Ref. Location At/ From to 0.0 AMH START CLEAN OUT SCUM 0.0 664 MWL debri blockage 3.0 77 MGO 10.9 118 SCP 12.0 138 LU 21.5 175 OBR CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM..jpg DEGRIS 12 3 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.O.j pg S 3 45 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.1.j pg O&M 4 10 6 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.2.jpg O&M 2 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 2 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/15 Upstream manhole No: CLEAN OUT SCUM Fit" P.r l Ti F Pipeline segment ref: Sheet number: CLEAN OUT SCUM -CLEAN OUT SCUM. Distance (Feet) (Meters) Video Ref. Group/ Modifier/ Descriptor Severity Continuous Defect S/M/L illik Value Inches 1st (mm) 2nd Joint % Circumferential Location At/ From to Image R_....: .m'q '4a"` - Remarks 24.1 227 OBR 60 4 8 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.3.jpg O&M 5 26.9 267 OBR 90 10 10 O&M 5 35.1 354 OBR 80 5 5 O&M 5 40.1 384 SCP J 1 5 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.4.jpg S 3 AT JOINTS 71.2 475 DSZ 20 6 5 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.5.jpg O&M 3 20 91.8 555 DSF 10 5 6 CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM. 6.j pg O&M 2 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 3 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/15 Upstream manhole No: CLEAN OUT SCUM Pipeline segment ref: Sheet number: CLEAN OUT SCUM -CLEAN OUT SCUM. Distance (Feet) (Meters) Video Ref. Group/ Modifier/ Continuous Descriptor Severity Defect S/ M/ L Value Inches (mm) 1st 2nd 9/0 Joint Circumferential ImageR-; `tit".y Remarks Location At/ From to 92.0 672 MSA CLEAN OUT SCUM -CLEAN OUT SCUM._CLEAN OUT SCUM_CLEAN OUT SCUM.7.jpg DEBRI PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 4 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Certificate No: 1234 Owner: Surveyed by: R.ZI EGLER Work order: Location details: PACP Sewer Repor Drainage area: Sheet number: Survey Customer CITY OF PALO ALTO Pipeline segment ref: Start date/time: Street: SLUDGE PUMP T1 T2 -SLUDGE 2018/05/15 10:37 WWTP BASIN 1 Downstream manhole No: SLUDGE PUMPT1T2. Rim to invert: Width: Shape: Material: Ln. method: Pipe joint length: C XXX Upstream manhole No: SLUDGE PUMP T1 T2 Rim to invert: NI -FE Pipeline Inspection and Integration Software City: PALO ALTO Grade to invert: Rim to grade: Grade to invert: Rim to grade: Sewer use: Direction: Flow control: Height: D 8 Total length: Length surveyed: Year laid: Year renewed: Media label: 100.0 100.0 Purpose: Sewer category: Pre -cleaning Date cleaned: Weather: Location code: Additional info: z Easting: Starting access point: Northing: Elevation: Coordinate system: GPS accuracy: Structural O&M rade Amount olStructural Structural Structural PipeStructural Quick Structural Pipe Amount of O&M O&M Segment O&M Pipe Rating Defects Segment Grade Rating Rating Rating Index Defects Grade O&M Quick O&M Pipe Rating Rating Index Overall Pipe Overall Pipe Overall Pipe Rating Rating Index 1 0 0 2 2 4 3 3 9 4 0 0 5 0 0 13 3322 2.6 0 0 3 6 1 3 3 12 0 0 21 4331 3 34 2.833333 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 1 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/15 Upstream manhole No: SLUDGE PUMP T1 T2 Pipeline segment ref: SLUDGE PUMP T1 T2 -SLUDGE Ib P*4 I 1 F Sheet number: Distance (Feet) (Meters) 0.0 Video Ref. 0 Group/ Modifier/ escriptor Severity AMH Continuous Defect S/M/L Value Inches 1st ;.int Circumferential (mm) Location 2nd At/From to Image Ref. Family Rating Remarks SLUDGE SUMP T1 T2 0.0 0 MWL 10 0 SLUDGE PUMP T1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2..jpg 11.9 118 MGO SLUDGE PUMP T2 -SLUDGE SL UDGEPUMPT1 T2 SLUD—PUMP TIT2.0.)pg REPORTS ALIGHNEMT CHANGE WITH NO DIRECTION GIVEN 19.0 147 MGO SLUDGE PUMP T1 T2 -SLUDGE SL UDGEPUMPT1 T2 SLUDGE PUMP T1T2.1.jpg ALIGNMENT CALLED NO DIRECTION GIVEN 28.2 219 MGO SLUDGE PUMP T1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.2.jpg JOINT CORROSION 38.3 294 DAGS 10 9 3 O&M 2 39.5 330 MGO SLUDGE PUMP T1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.3.jpg CORROSION PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 2 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/15 Upstream manhole No: SLUDGE PUMP T1 T2 Pipeline segment ref: SLUDGE PUMP T1 T2 -SLUDGE �a" 10.r l Ti r Sheet number: Distance (Feet) Video Ref. Group/ Modifier/ Peters) Descriptor Severity Continuous Defect Value /M/L Inches 1st -',int (mm) 2nd Circumferential Image Ref. FamI,,;` Location .. -t0 Rating Remarks 47.3 381 MWLS 5 SLUDGE PUMP T2 -SLUDGE SL UDGE PUMP_T1 T2 SLUDGE PUMP T1T2.4.jpg S 2 68.1 444 DSF 15 4 6 SLUDGE PUMP 1 T2 -SLUDGE SL UDGE PUMP_T1 T2 SLUDGE PUMP T1T2.6.jpg O&M 3 68.6 495 MCU SLUDGE PUMP 1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.7.jpg O&M 4 69.4 444 MWLS 20 SLUDGETPUMP 1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1 T2.5.j pg S 2 72.4 538 DAGS 10 9 2 SLUDGE PUMP 1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.8.jpg O&M 2 84.9 605 SCP 9 3 SLUD T1 PUMP T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.9.jpg S 3 PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 3 of 4 CUES, Inc. 3600 Rio Vista Avenue Orlando, FL 32805 Phone: 407-849-0190 Fax: 407-425-1569 Surveyed by: R.ZI EGLER Owner: Start date/time: 2018/05/15 Upstream manhole No: SLUDGE PUMP T1 T2 Pipeline segment ref: SLUDGE PUMP T1 T2 -SLUDGE Sheet number: Distance (Feet) Video Ref. Group/ Modifier/ Meters) Descriptor Severity Continuous Defect Value S/M/L Inches 1st , .int (mm) 2nd Circumferential Location At/ From to Image Ref. Famil.'t Rating Remarks 87.8 649 DAGS 5 7 SLUD T1 PUMP T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.10.jpg O&M 2 95.9 707 LL 90 SLUDGE PUMP 1 T2 -SLUDGE SL UDGE PUMP_T1 T2 SLUDGE PUMP T1T2.11.jpg O&M 4 96.5 710 SCP 4 SLUDGE PUMP 1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.12.jpg S 3 96.5 773 SCP 10 SLUDGE PUMP 1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.13.jpg S 3 96.5 773 LL 90 SLUDGE PUMP 1 T2-SLUDGE_SL UDGE PUMP T1 T2 SLUDGE PUMP T1T2.14.jpg O&M 4 100.0 854 MSA END PACP Sewer Report Tuesday, May 15, 2018 12:41 PM Page 4 of 4 Appendix B - Color Coded Chart W` NASSCO'S PIPELINE ASSESSMENT CERTIFICATION PROGRAM® (PACP®) Section 4 — Structural Defect Coding C CRACK 4-3 CL Longitudinal CC Circumferential CM Multiple CS Spiral CH Hinge (2, 3, 4) X COLLAPSE 4-37 X Collapse No descriptors and no modifiers used. S sss SSC SCP SZ SURFACE 4-51 DAMAGE Surface Spalling Surface Spalling Coating Chemical Attack Other BRICKWORK 4-97 DB Displaced MB Missing DI Dropped Invert F FRACTURE 4-9 FL Longitudinal FC Circumferential FM Multiple FS Spiral FH Hinge (2, 3, 4) J JOINT 4-43 JOS Offset Small JOM Offset Medium JOL Offset Large LF LINING 4-67 FEATURES LFAC Abdn'd Connection LFAS Annular Space LFB Blistered Lining LFCS Service Cut Shifted BRICKWORK 4-97 MMS Mortar Missing Small MMM Mortar Missing Med. MML Mortar Missing Large B BROKEN 4-17 BSV Soil Visible BVV Void Visible J JOINT 4-43 JOSD Offset Small Defect JOMD Offset Medium Defect JOLD Offset Large Defect Pipeline Assessment Certification Program Version 7.0.2 September 2016 LF LINING 4-67 FEATURES LFD Detached LFDC Discoloration LFDE Defective End LFDL Delamination H HOLE 4-21 HSV Soil Visible HVV Void Visible J JOINT 4-43 JSS Separation Small JSM Separation Med. JSL Separation Large LF LINING 4-67 FEATURES LFOC LFRS LFUC LFW LFZ Overcut Service Resin Slug Undercut Service Wrinkled Other B-1 D DEFORMED 4-25 (Rigid) DR Deformed Rigid No modifiers used. J JOINT 4-43 JAS Angular Small JAM Angular Medium JAL Angular Large WF WELD 4-85 FAILURE WFC Circumferential WFL Longitudinal WFM Multiple WFS Spiral WFZ Other D DEFORMED 4-25 (Flexible) DFBR Bulging Round DFBI Bulging Inv.Curv. DFC Creasing DFE Elliptical S SURFACE 4-51 DAMAGE SRI Roughness Increased SAV Aggregate Visible SAP Aggregate Projecting SAM Aggregate Missing RP POINT REPAIR 4-89 RPL RPLD RPP RPPD Liner Liner Defective Patch Patch Defective D DEFORMED 4-25 (Brick) DTBR Bulging Round DTBI Bulging Inv.Curv. S SURFACE 4-51 DAMAGE SRV Reinforcement Visible SRP Reinforcemt.Projecting SRC Reinforcemt.Corroded SMW Missing Wall RP POINT REPAIR 4-89 RPR RPRD RPZ RPZD Replacement Replmt. Defective Other Other Defective Copyright © 2016, NASSCO Appendix B - Color Coded Chart NASSCO'S PIPELINE ASSESSMENT CERTIFICATION PROGRAM® (PACP)® Section 5 — Operation and Maintenance D DEPOSITS 5-3 (Attached) DAE Encrustation DAGS Grease DAR Ragging DAZ Other D DEPOSITS 5-4 (Settled) DSF Fine DSGV Gravel DSC Hard/Compact DSZ Other I INFILTRATION 5-19 IS Stain ISB Barrel ISC Connection ISJ Joint ISL Lateral OB OBSTACLES 5-31 OBSTRUCTIONS OBR Rocks OBS Built In Structure OBZ Other Section 6 I INFILTRATION 5-19 IW Weeper IWB Barrel IWC Connection IWJ Joint IWL Lateral V VERMIN 5-45 VR Rat VC Cockroach VZ Other D DEPOSITS 5-4 (Ingress) DNF Fine (silt/sand) DNGV Gravel DNZ Other I INFILTRATION 5-19 ID Dripper IDB Barrel IDC Connection IDJ Joint IDL Lateral G GROUT TEST 5-49 & SEAL GTP Grout Test Passed GTPJ Joint GTPL Lateral GTF Grout Test Failed GTFJ Joint GTFL Lateral Construction Features T TAP 6-3 TB Break-In/Hammer TBI Intruding TBD Defective TBC Capped TBA Activity TBB Abandoned L LINE (of sewer) LD Down LL Left LLD Left Down LLU Left Up 6-21 T TAP 6-3 TF Factory Made TFI Intruding TFD Defective TFC Capped TFA Activity TFB Abandoned L LINE (of sewer) LR Right LRD Right Down LRU Right Up LU Up 6-21 T TAP 6-3 TR Rehabilitated TRI Intruding TRD Defective TRC Capped TRA Activity TRB Abandoned A ACCESS 6-25 POINT ACB Catch Basin ACO Cleanout ACOM Mainline ACOP Property ACOH House R ROOTS 5-11 (Fine) RFB Barrel RFL Lateral RFC Connection RFJ Joint I INFILTRATION 5-19 IR Runner IRB Barrel IRC Connection IRJ Joint IRL Lateral G GROUT TEST 5-49 & SEAL GTU Grout Test Unable GTUJ Joint GTUL Lateral GRT Grout Test Location T TAP 6-3 TS Saddle TS! Intruding TSD Defective TSC Capped TSA Activity TSB Abandoned R ROOTS 5-11 (Medium) RMB Barrel RML Lateral RMC Connection RMJ Joint I INFILTRATION 5-19 IG Gusher IGB Barrel IGC Connection IGJ Joint IGL Lateral IS INTRUDING SEALING MATERIAL 6-15 ISSR Sealing Ring ISSRB Broken ISSRH Hanging ISSRL Loose ISGT Grout ISZ Other A ACCESS 6-25 POINT ADP Discharge Point AEP End of Pipe AJB Junction Box AM Meter AMH Manhole A ACCESS 6-25 POINT AOC Other Structure ATC Tee Connection AWA Wastewater Access AWW Wetwell AZ Other R ROOTS 5-11 (Ball) RBB Barrel RBL Lateral RBC Connection RBJ Joint R ROOTS 5-11 (Tap) RTB Barrel RTL Lateral RTC Connection RTJ Joint OB OBSTACLES 5-31 OBSTRUCTIONS OBB Brick or Masonry OBC Object Through Connection OBI Object Intruding Through Wall OB OBSTACLES 5-31 OBSTRUCTIONS OBJ Object in Joint OBM Pipe Material in Invert OBN Construction Debris OBP External Pipe Cable Section 7 Features Miscellaneous M 7-1 MISCELLANEOUS FEATURES MCU Camera Underwater MGO General Observation MGP General Photograph MJL Joint Length M 7-1 MISCELLANEOUS FEATURES MLC Lining Change MMC Material Change MSC Shape/Size Change MSA Survey Abandoned MWL Water Level M 7-1 MISCELLANEOUS FEATURES MWLS Water Level Sag MWM Water Mark MY Dye Test MYV Dye Visible MYN Not Visible Pipeline Assessment Certification Program Version 7.0.2 September 2016 B-2 Copyright © 2016, NASSCO Appendix B - Color Coded Chart NASSCO'S PIPELINE ASSESSMENT CERTIFICATION PROGRAM® (PACP)® Section 2 — Header Form Fields 14 Weather 2-5 1 2 3 4 5 = Dry = Heavy Rain = Light Rain = Snow = Dry Weather/Wet Ground 20 Inspection Technology 2-8 CC LA SO SS ZM ZZ CCTV Laser = Sonar = Sidewall Scanning = Zoom Other 30 Pipe Use 2-12 CB DP FM LG LP Combined Pipe Dam Pipe Force Main Levee Gravity Pipe Levee Pressure Pipe 34 Material 2-14 E-4 FRP Fiberglass Reinforced Pipe OB = Orangeburg/Pitch Fiber PCCP = Pre -Stressed Concrete Cylinder Pipe PCP = Polymer Concrete Pipe PE = Polyethylene 36 Coating Method 2-16 E-23 PO = Polyurethane PU = Polyurea PVC = Polyvinyl Chloride XX = Not Known ZZ = Other 15 Pre -Cleaning 2-5 H = Heavy Cleaning L = Light Cleaning (Jetting) N = No Pre -Cleaning X = Not Known Z = Other 21 Inspection Status 2-8 BM CI NA NE = Buried & Marked = Complete Inspection No Access Does Not Exist 30 Pipe Use 2-12 PR SS SW XX ZZ Process Pipe Sanitary Sewage Pipe Stormwater Pipe Not Known Other 34 Material 2-14 E-4 PP PSC PVC RCP RMP SB Polypropylene Plastic/Steel Composite Polyvinyl Chloride Reinf. Concrete Pipe Reinf. Plastic Pipe Segmented Block 58 GPS Accuracy 2-27 L = Survey Level M = Sub -Meter N = Nearest Meter 17 Flow Control 2-6 B Bypassed D Dewatered Using Jetter L Lift Station N Not Controlled P Plugged 21 Inspection Status 2-8 NF NI NO SD = Not Found = Traffic Not Opened = Surcharged/Debris 33 A B C E H 0 Shape 2-13 E-1 Arched Barrel = Circular = Egg -Shaped Horseshoe Oval (elliptical) 34 Material 2-14 E-4 SP Steel Pipe VCP Vitrified Clay Pipe WD Wood XXX Not Known ZZZ Other 18 Purpose 2-7 A Maintenance B Infiltration/Inflow Invest. C Post -Rehabilitation D Pre -Rehabilitation E Pre -Acceptance F Routine Assessment 28 Location Code 2-11 A Primary Major Arterial Road B Secondary Road C Local/Rural Street D Easement/Right-of-Way E Woods 33 Shape 2-13 E-1 R = Rectangular S = Square T = Trapezoidal U = U -Shaped with Flat Top Z = Other 35 Lining Method 2-15 E-17 CIP = Cured -In -Place Pipe FF = Fold and Form FP = Formed -In -Place Liner GP = Grout -In -Place Liner GRC = Glass Reinf. Cement N = None SC = Continuous Slip Liner 18 Purpose 2-7 G X = Capital Improvement Program Assessment = Resurvey SSES = Pre -Existing Video Not Known 28 Location Code 2-11 F G H J K = Sidewalk = Parking Lot = Alley = Ditch = Building Creek (or any waterway) 34 Material 2-14 E-4 ABS Acrylonitrile Butadiene Styrene AC Asbestos Cement BR Brick CAS Cast Iron CLC Clay -Lined Concrete C,MP C:nrriinatpri Mortal Pinp 35 Lining Method 2-15 E-17 SE = Sectional Slip Liner SL = Spray Liner SN = Segmented Panel SP = Segmented Pipe SW = Spiral Wound XX = Not Known ZZ = Other 19 Direction 2-7 D = Downstream U = Upstream 28 Location Code 2-11 L = Railway M = Airport N = Levee/Floodwall 0 = Dam P = Levee Pump Station Y = Yard Z = Other 34 CP CSB CSU CT DIP Material 2-14 E-4 Concrete Pipe Conc. Segments Bolted Conc. Segments Unbolted Clay Tile Ductile Iron Pipe 36 Coating Method 2-16 E-23 CT = Coal Tar CM = Cement Mortar EP = Epoxy PE = Polyethylene Pipeline Assessment Certification Program Version 7.0.2 September 2016 B-3 Copyright © 2016, NASSCO Appendix B: Score Sheet for Motor Control Centers Location Options Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page B-1 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page 8-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx City of Palo Alto RWQCP PSTs Rehab and Equipment Room Elec Upgrades Project K/J 1868004*00 Score Sheet Motor Control Centers Location Options Kennedy/Jenks Consultants Evaluation Weighting Option #1 (Existing MCC Locations) g Option #2 (Expand Sludge Pump Room) ( P g Option #3 (New Encl Adjcnt to Sludge Pump Room SW Wall) 1 g Option #4 (New Enclosure on Sludge Pump Room Roof) g Option #5 (New Enclosure SE of Sludge Pump Room) g Criterial Factor Rank3 Score4 Comments Rank Score Comments Rank 10 Score 20 Comments - Separate, isolated room - Positive air displacement system provides controlled environment Rank 10 1 1 2 1 2 2 10 Score 20 2 1 6 3 6 4 20 Comments - Separate, isolated room - Positive air displacement provides controlled environment - Longer conduit runs btwn transformers and new MCCs - Crane needed for future new switchboards installed to replace LCs 3 & 4. - Access for operators requires climbing stairs - Maintenance of equipment is more difficult - Significant coordination with existing embedded conduit - Potential to damage existing conduits - Roof drainage considerations - Complexity of routing conduits above & below slab - Coordination with existing embedded conduits - Modifications needed to distribute loading to existing foundation (assuming foundation adequate) - Potential seismic improvements - Load distribution to existing piles challenging - Need for more comprehensive analysis of existing structure Roof well above flood elevation Rank 10 5 7 10 8 5 10 9 Score 20 10 7 30 24 15 20 18 Comments - Separate, isolated room - Positive air displacement provides controlled environment Transformers located nearby would be preferred. - Ease of access for operators - Easy access for maintenance MCC F, G & H could remain intact for optimal cutover sequencing - Feeders to Load Centers 3 & 4 are longest - Construction relatively straightforward - Pile -supported concrete slab - Comparatively unobstructed construction access - Free-standing structure - Pile -supported concrete slab - Pre-fab'd enclosure Construct new slab above flood elevation Code Requirement Coordination 2 1 2 - Not feasible to create a separate room (insufficient clearances) - Class 1/Div 2 unless ventilated at 6 air changes per hour minimum (isolate from tunnel, keep doors closed) - Coordinate with controls for existing Muffin Monster - Coordinate with existing gutter for control circuits 5 10 - Create separate, isolated room with new wall - Positive air displacement provides controlled environment Electrical Feasibility / Considerations 2 1 2 - VFD's not in a controlled environment - No redundancy (less space available to split loads btwn MCCs) - Not a clean environment 7 14 Less space available for MV transformers 10 7 20 7 Space for MV transformers is available - Central location for operators - Easy access for maintenance. Functionality 1 10 10 Same locations as currently laid out 10 10 - Easiest location for operators to access - Location near existing MCC F familiar to operators Construction Sequencing 3 1 3 More frequent shutdowns during construction 7 21 - More complex to construct - Existing MCC F will not be able to remain intact for cutover. 10 30 MCC F, G & H could remain intact for optimal cutover sequencing Electrical Cost 3 3 9 - Construction cost will be high, amount of labor will be significant. - Contingency for reuse of conduits 5 15 New, separate MCC room is in the closest location resulting in shorter conductor lengths 10 3 8 9 30 9 16 18 Construction cost lowest, feeders to load centers 3 and 4 are shortest - Pile -supported concrete slab - Construction close to existing structure - Structure separate from, but adjacent to, existing - Pile -supported concrete slab - Pre-fab'd enclosure Construct new slab above flood elevation Building Cost 3 10 30 Equipment pad on existing floor 1 3 - Pile -supported slab extension - Modifications to existing structure - Sequence with electrical improvements Structural Feasibility 2 10 20 Addition of new, raised slab on existing floor is straightforward 1 2 - Modifications to existing load- bearing wall - Need for more comprehensive analysis of existing structure - Potential need for seismic improvements Flood Protection 2 1 2 - Meeting minimum goal of Elev 10.5 (NAVD88) feasible - Meeting goal of Elev 11.0 (NAVD88) more difficult 8 16 Modify floor to be above flood elevation Total Score 78 91 150 62 144 1 Evaluation Criteria Code Requirement Coordination : 1) Ventilation requirements to meet NFPA, 2) Code & maintenance clearances Electrical Feasibility/Considerations: General assessment of desirable electrical attributes, such as ease for placement of future power equipment nearby Functionality: Ease of access for operators and maintenance purposes Construction Sequencing: equipment downtimes during cutover to new MCC Electrical Cost: Cost of electrical components (including conduit and wire) Building Cost: Cost of the building and support structures required Structural Feasibility: Complexity of required structural improvements Flood Protection: Difficulty of meeting goal of Elev 11.0 (NAVD88) 2 Weighting Factor: Measurement of relative importance of various Evaluation Criteria 3 Ranks are relative to other options in the same evaluation criterion. 10 = highest rank, 1 = lowest rank 4 Score = Rank multiplied by Weighting Factor sfo6\MC-Root\KJ-Projects\SanFrancisco\PW-Proj\2018\1868004.00-PaloAltoRWQCP_PST_Rehab\09-Reports\9.09_Report\Appendix B_MCC Location Alternative Evaluation Score Sheet \Appendix B_MCC Location Alternative Evaluation Score Sheet.xlsxRevl Page 1 of 1 THIS PAGE INTENTIONALLY BLANK Appendix C: 30% Design Drawings Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page C-1 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page C-2 Draft Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx 2 3 4 5 6 7 8 9 10 11 12 13 FILENAME: 186800400-01-G-000 A E3 C D E F G CITY OF PALO ALTO PALO ALTO, CA REGIONAL WATER QUALITY CONTROL PLANT (RWQCP) PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT REDWOOD CITY AREA MAP NOT TO SCALE PROJECT LOCATION PROJECT NORTH LOCATION MAP B.S. PARK ENTRANCE ROAD 100 200 PROJECT LOCATION 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED DLE / Qp,OFE5SI0pq� FO�\,D L. F�Fyc n N0. RCE 50653 1" s� * EXP 0811: 9/30/19 * 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT TITLE SHEET AND PROJECT LOCATION VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 ® 1" IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. O1 -G-0001 SHEET NO. OF XX 2 3 5 6 7 8 9 10 11 12 13 A B C D E F G t ost Saved By: cto 4-12-18 02:36pm 1 2 3 4 5 6 7 8 9 10 11 12 13 11 XREFS:I XR—PaloAlto—Border 186800400-01—G-0002 7-10-18 1 A B C D E F G ABBREVIATIONS CIVIL/GENERAL SYMBOLS SURVEY CONTROL REFERENCE SYMBOLS & AND JB JUNCTION BOX L ANGLE LCP LOCAL CONTROL PANEL @ AT INCH SUPERSCRIPT LDCC LOW DENSITY CELLULAR CONCRETE 0 PHASE, DIAMETER LTG LIGHTING A AIR OR PNEUMATIC MFR MANUFACTURER AB ANCHOR BOLT, AGGREGATE BASE MGD MILLION GALLONS PER DAY (M) MODIFIED AC ASPHALT CONCRETE MH MANHOLE ALUM ALUMINUM MJ MECHANICAL JOINT APPROX APPROXIMATE (-LY) MATL, MTL MATERIAL ARCH ARCHITECT (-URAL) MAX MAXIMUM ARV AIR RELEASE VALVE MECH MECHANICAL AVG AVERAGE MFR MANUFACTURER AW - MIN MINIMUM BF BLIND FLANGE MISC MISCELLANEOUS BFP BACKFLOW PREVENTER MW MALE PIPE THREAD BFV BUTTERFLY VALVE MW MONITORING WELL BM BENCH MARK N NORTH BFPV BACKFLOW PREVENTER VALVE NC NORMALLY CLOSED BLDG BUILDING NFC NOT FOR CONSTRUCTION BO BLOW OFF VALVE NO NORMALLY OPEN CB CATCH BASIN NPSH NET POSITIVE SUCTION HEAD CI CAST IRON N.T.S. NOT TO SCALE N/A NOT APPLICABLE CIP CAST IRON PIPE (N) NEW CMP CORRUGATED METAL PIPE NOM NOMINAL g CENTERLINE CY CUBIC YARD OC ON CENTER CLR CLEAR (-ANCE) OD OUTSIDE DIAMETER CLSM CONTROLLED LOW STRENGTH MATERIAL COL COLUMN P PIPE CONC CONCRETE PG PRESSURE GAUGE ASSEMBLY PL PROPERTY LINE CONN CONNECT (-S, -TION) CONST CONSTRUCT (-TION) PP POWER POLE CONT CONTINU (-ED, -OUS) PSI POUNDS PER SQUARE INCH PSIG POUNDS PER SQUARE INCH -GAUGE (D) DEMOLISH PROP PROPOSED DI DUCTILE IRON R RADIUS DIA DIAMETER (R) RELOCATE DIP DUCTILE IRON PIPE RCP REINFORCED CONCRETE PIPE DIM DIMENSION RED REDUCE (R) DWG DRAWING REF REFERENCE REINF REINFORCING (-MENT) EA EACH REQ'D REQUIRED EL ELEVATION RR RAILROAD ELEC ELECTRIC (-AL) R/W RIGHT-OF-WAY ENCL ENCLOSURE RWL RAINWATER LEADER ENGR ENGINEER EP, EOP EDGE OF PAVEMENT SCHED SCHEDULE EQUIP EQUIPMENT SD STORM DRAIN ETC ET CETERA SECT SECTION EXIST, (E) EXISTING SHT, SH SHEET EXP JT EXPANSION JOINT SIM SIMILAR EXT EXTERIOR SPEC SPECIFICATION SQ. SQUARE (F) FUTURE IN2 SQUARE INCHES FT FEET (FOOT) SS STAINLESS STEEL, SANITARY SEWER FC FLEXIBLE COUPLING STA STATION FCA FLANGED COUPLING ADAPTER STD STANDARD FF FINISHED FLOOR SURF SURFACE FH FIRE HYDRANT SWBD SWITCH BOARD FM FLOW METER FIN GD FINISH GRADE T TYPE FLEX FLEXIBLE TB THRUST BLOCK FLGD FLANGED TBM TEMPORARY BENCH MARK FRP FIBERGLASS REINFORCED PLASTIC TEL TELEPHONE THK. THICK GPD GALLONS PER DAY T.O.P. TOP OF PAVEMENT GPM GALLONS PER MINUTE T.O.S. TOP OF SLAB GS GALVANIZED STEEL TYP TYPICAL GV GATE VALVE GALV GALVANIZE UG UNDERGROUND GEN GENERATOR GND GROUND V VENT GP GUARD POST VCP VITRIFIED CLAY PIPE VERT VERTICAL HB HOSE BIBB VTR VENT THROUGH ROOF HDPE HIGH -DENSITY POLYETHYLENE W WIDTH; WIDE HVAC HEATING, VENTILATING & AIR CONDITIONING WP WEATHER PROTECTED HT HEIGHT HORIZ HORIZONTAL WS WELDED STEEL HP HORSEPOWER WSP WELDED STEEL PIPE WWF WELDED WIRE FABRIC ID INSIDE DIAMETER WWM WELDED WIRE MESH IE INVERT ELEVATION W/ WITH INV INVERT W/O WITHOUT GENERAL CIVIL NEW EXISTING HORIZONTAL DATUM: VERTICAL DATUM: DETAIL DESIGNATION DETAIL A DESIGNATION GUY WIRE e SPOT ELEVATION 18.00 x 35.5 INTERMEDIATE CONTOUR INDEX CONTOUR --120 — 1zD — BURIED CABLE MARKER 0 0 TRAFFIC BOLLARD 4 SIGN 2 2 ��'�� `i, TREE/SHRUB I, o C 4 i fin/ �,.� 1 • A BENCHMARK NOTE: C8 SHEET DRAWN ON C3 SHEET DRAWN ON DETAIL SECTION DRAWING NUMBERING SYSTEM BUILDING PIPELINE EXAMPLE: 110-C-2001 SHEET TYPE BUILDING/PROCESS AREA DISCIPLINE FENCE x x x x CHAINLINK BURIED ELECTRICAL E E E E OVERHEAD POWER LINE OH OH OH OH RIGHT-OF-WAY RAW R/W PROPERTY LINE P/L P/L EASEMENT BUILDING/PROCESS AREA DISCIPLINE SHEET TYPE FIBER OPTICS 01 - GENERAL 110 - PRIMARY CLARIFIERS 130 - AERATION TANKS/BLOWER ROOM A - ARCHITECTURAL C - SITE DEVELOPMENT (CIVIL) CE - CIVIL EROSION CONTROL CL - CIVIL LOCATION CY - CIVIL GRADING CY - CIVIL YARD PIPING X - DEMOLITION E - ELECTRICAL EP - ELECTRICAL PROCESS EF - ELECTRICAL FACILITY EL - ELECTRICAL LIGHTING EC - ELECTRICAL SPECIAL SYSTEMS FP - FIRE PROTECTION G - GENERAL M - MECHANICAL (HVAC) I - INSTRUMENTATION AND CONTROL L - LANDSCAPING D - PROCESS P - PLUMBING R - RENDERING 5 - STRUCTURAL 0000 - GENERAL 1000 - DEMOLITION 2000 - PLANS 3000 - ELEVATIONS 3000 - SECTIONS 4000 - ENLARGED VIEWS 5000 - DETAILS 6000 - SCHEMATICS, DIAGRAMS, SCHEDULES FO FO FO FO STORM DRAIN SD SD SD SD WATER W W W W WATER (FUTURE) POWER POLE Oa $ LIGHT 1 37 (E) FLOW LINE DIRECTION OR — CENTERLINE PROJECT BENCHMARK 0 BM EDGE OF PAVEMENT (IN PLAN) BLOCK WALL TO BE DEMOLISHED //�/��///�////////�/ TREE TO BE REMOVED X CLEAN OUT tCO FIRE HYDRANT a AIR RELEASE VALVE BLOW OFF VALVE •-� VALVE p� v. SHEET INDEX 01-0-0001 TITLE SHEET AND PROJECT LOCATION 110-E-0001 ELECTRICAL LEGEND AND ABBREVIATIONS 01-0-0002 DRAWING NUMBERING SYSTEM, SYMBOLS, LEGEND, SURVEY 110-E-2001* ELECTRICAL SITE PLAN CONTROL, AND SHEET INDEX 110-E-2002" ELECTRICAL SEDIMENTATION TANKS DECK DEMOLITION PLAN 01-0-0003* GENERAL NOTES 110-E-2003 ELECTRICAL SEDIMENTATION TANKS AND THICKENERS DECK PLAN 01-G-2001* EXISTING SITE PLAN AND STAGING AREAS 110-E-2004 ELECTRICAL SITE PLAN EQUIPMENT AND BLOWER ROOM 110-E-3001" MCC -G ELEVATION 110-X-2001* UTILITY DEMOLITION AND PROTECTION PLAN 110-E-3002* MCC -F ELEVATION 110-X-2002 SEDIMENTATION TANKS AND THICKENERS DECK DEMOLITION PLAN 110-E-4001 NEW ELECTRICAL BUILDING 110-X-2003 SEDIMENTATION TANKS AND THICKENERS BELOW DECK DEMOLITION 110-E-5001* ELECTRICAL DETAILS I PLAN 110-E-5002* ELECTRICAL DETAILS II 110-X-3001 SEDIMENTATION TANKS AND THICKENERS DEMOLITION SECTIONS 110-E-6001 ELECTRICAL SINGLE LINE DIAGRAM I- MCC G 110-X-5001 SEDIMENTATION TANKS AND THICKENERS DEMOLITION DETAILS 110-E-6002 ELECTRICAL SINGLE LINE DIAGRAM II - MCC F 110-E-6003 ELECTRICAL SINGLE LINE DIAGRAM 111 - LOAD CENTERS 3 AND 4 110-C-2001* UTILITY RELOCATION PLAN 110-E-6004* ELECTRICAL DIAGRAMS I 110-C-2002 SEDIMENTATION TANKS AND THICKENERS DECK MODIFICATION PLAN 110-E-6005" ELECTRICAL DIAGRAMS II 110-0-2003 SEDIMENTATION TANKS AND THICKENERS BELOW DECK 110-E-6006* CONDUIT AND WIRE SCHEDULES 1 MODIFICATION PLAN 110-E-6007* CONDUIT AND WIRE SCHEDULES II 110-0-3001 SEDIMENTATION TANKS AND THICKENERS MODIFICATION SECTIONS 110-C-5001 SEDIMENTATION TANKS AND THICKENERS MODIFICATION DETAILS 110 -EL -2001* MCC BUILDING - POWER, LIGHTING, AND SIGNAL PLANS 110 -S -000V STRUCTURAL GENERAL NOTES, SPECIAL INSPECTION, AND TESTING 110-1-0001 P1D PROCESS LEGEND SCHEDULE 110-1-0002 PID INSTRUMENTATION LEGEND 110-S-2001* MCC BUILDING STRUCTURAL PLAN AND SECTION 110-I-5001" INSTRUMENTATION DETAILS 110-1-6001 PROCESS AND INSTRUMENTATION DIAGRAM TYPICAL PST *DRAWINGS NOT INCLUDED IN 30% SUBMITTAL CATCH BASIN MANHOLE ® 0 CONCRETE (E) CONC . ASPHALTIC CONCRETE PAVEMENT (IN PLAN) (E) AC ASPHALTIC CONCRETE PAVEMENT SECTION) (E) AC (IN AGGREGATE BASE (IN SECTION) ��.� 7���1 ,.�.�y� ve. ys •• s:. ,3, �:1i'aY.•Y�!'s�•: � y. _ :�i :: ?Ci ENS � \i �i \i n. UNDISTURBED EARTH (IN SECTION) A j X17/ x xicH Y Y Y Y x T T T: SLOPING GRADE (IN PLAN) T iow Low 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL ROFESSION4 ,f�\D L. e,� Q. o° i N0. RCE 50633 A ce EXP DATE: 9/30/19 * USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED R THIS DOJECT,INDSHALLN OT50UMENT EDFO ANE OTHER PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION SYMBOLS, OF KENNEDY/JENKS CONSULTANTS®. Kennedy/.leaks Consultants ENGINEERSBSCIENTISTS CITY 0 F PA LO A LTO 0 REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT VERIFY SCALES. BAR IS ONE INCH ON ORIGINAL DRAWING DATE JULY 2018 DRAWING NO. ol-G-0002 DRAWN ROO DRAWING NUMBERING SYSTEM, LEGEND SURVEY CONTROL, AND SHEET INDEX ®1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY N Q q), �+/V1L e� f OF CIO SHEET NO. OF XX CHECKED/APPROVED DLE REV DATE BY DESCRIPTION A B C D E F G 1 2 3 4 5 6 7 8 9 10 11 12 13 as t Soved By: c o 4-12- 18 02:36pm 2 3 4 5 6 7 8 9 10 11 12 13 11 XREFS:j XR—PoloNto—Borde A B C F o - S 2G 1 1+ I Thoekener14f/uenyy Box 1 I See defa,�/Is 517.134 1I --1 L Li/'(Bon - —.:1 ®I l/B°Rise _ I1 7 �Ji 11 L — — t 1 '5,14m 77-ao t� I rl j LI F LI °Ilrr '- 1 5cfn Trough Ach I hss THiCIk) NER DRIVE ®I 1 1 11 I LF I I ME�' ANISM NO. (gee .. et', /'f/. g b0 /9 'nisei- d I Ie I1 TH/CXEr/ER DRIVE MEC/i'AN/5M MO. 2 i (See specs/ /C14/urn d11fng 1 I Rec'/. Pafik1n - I I5cum Tough I I 1Ylccess II JJ Ji 11 li Ii it II I 11 I 1 t 1fi` l I. L _J I, i I ------11 Thickener TH/C/ , 4 TH/CWVER DR/>/E� K MEC�d1 NISM N0. 4 I(See bets.) il h Acg55 J I 4 11 • {i-----1.1-1---LL-- � L //UUER /DRIVE I 1 /nlYuenf Fad MEC .14N/5A4 NO./ See defs..6 34 (see 1,5oecs) I I j1 II 61 II 1 (E) 8" DI/CML SLUDGE I I I C Df REMOVE(E) i COLLECTOR DRIVE I LL ° JL— T -r-1 LECTOR I MlCHAN/5M I/VE NO. 4 (..lee Specs) 1 11 I II (E) DAVIT CRANE _LL _LL L 17 FT --T-- / 'A/u1.7.1 3,-4, 11 (2-Pcs)1 yo II 0 it N II II II p L� ° J_L ,-T T-1 I -1L NN REMOVE (E) COLLECTOR DRIVE 1 1 O I 71 - TOR MEIC}/ANISM NO. 3 (,.0'e#e Specs) 5, N m ti 1L L - T TT - I i 1 ` / Sr/. Flgndrn,f 1177 I 1 1 Part,,} Wall I 11 Seel d/e/ai/ 5 . . 6 I I I! I I I I IT- Deck 8mg I II I LSee No}J I he/ow II II IL —Il L _LII ___1_1l —T� I I i 1 -' /r1.m Gr I 11 (2pc)TybI sC J1 /yam A�'v%II/" 1 TROUGH 1 DR/V; t1 //0. 3 I I (See Stec ) �.. 1i II II I II �-j_ __ 1 Graliny �n'7}mucus J 1 under rlbIrt,oe/ well; I I ECUDR/V4 ✓1 I NO. /ROUGH4 I I (See /Nets) �. I I� I1 I I 1 1 Id111_ `wl 1 11----JJ JJ-----_LL ----L r TT I T- T, (E) GANTRY (TYP) /// I' x'wln cr/y (3 4o) 7,° b d b 11 I 1 I� REMOVE (E) COLLECTOR DRIVE iJiLAVE ECTORNO.2,tW,CHA/J/9/eS�csi/f IV4 i I(5'e h I I I li Ii J-----J1----JJ Li_----JL T — l- 0 h h 1 I II REMOVE (E) COLLECTOR DRIVE I, I"o -L- a 1--0 -J-L- e --LL J CO LECTOR M L(1AN/5M G IVE . l ( e Specs) //.4,,,c % 4 um . GroNO/i/71:11r g 11 1 1 11 (C 110-X-3001 II ti 110-X-300 ti ti I - REMOVE HATCH LID AND HARDWARE OF (E) ALUM HATCH OVER SCUM REMAIN (TYP OF 23 HATCHES) SKIMMER. ALUM HATCH FRAME TO I I II 1 I 1 I ee'Alfe Grtg. 1 I 1 Con}/.1./fus undo 1 I (6 ,t S7P I/ I i >��' y� I ii II 1. 1J---JL_----JL----- I I II II 1 I 1 1 SCUJV) TROUG/,, 1 1 1 1 1 I 1 (see 1 S) - I LL _ L JJ J1 11 L JL LL LL • -n " Ff ° i " Tr " IT • - ° ,,, f -f -TT - 1 Scum Trdukh D /ve Sup I shall spaln ono'c%r- yrofed geenXng. (Typ.)11 'Deck a/0enlri_g 'See Note be}'ow JJ U L L 1L 1L LL LLL 1 I L 11tl ----TT --- --rr---- --) r ----7 1---- ---- j.T II 1 �'n1 I 1 �/1r;4/um I I �2-Pc.J .7.0.- 1 I1 1 I SCUM 1 TROUGH, DRFvt1 NO. /, I 1 I J_ R I 1 I 11 + __LL LL .L L 1L 1L 11 LJ- _LL 11 " ! T1 • -1-1 - ▪ Tr ,-r------T T— ° TI- TT • -TT- 11 11 /%21.141 i irn O4'. (3.isf 7. -6/7 1L L LL _LL ----_LL U _- LL Ir 1 2 I . /.z' SfL Nandi -ad i See Defni/ 5/7.56 AERAT/O/V TANKS DECK PLAN 0 10 20 1,10' 10' I u Nose Rack 2 G.le 2/f hose con Fla h ttN It 2WGV e2%"hose coon. Hose Rack -1 1 1 al -4 REMOVE (E) 72" SLIDE GATE ACTUATOR REMOVE (E) GRATE AND ASSOCIATED FRAME PLAN NORTH 10-X-3001 l/z "Alum . Grc» `ing (X Rec%ng u/or Pofterr REMOVE (E) GRATE AND ASSOCIATED FRAME 2%S'PVC —Secure tb bo/tom srde of deck slab w,/h approved hangers. (E) 36" WS RAS Alum. Grafmg (/-P Rect. Po/fern INTERMEDIATE PUMPING STATION 1 1L_ 1 DIVERSION BOX RAS MIXING BOX II II II I 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO CHECKED/APPROVED DLE QROVESSIONA „D L. F�LF2L H OO N0. RCE SOfi335' Z * EXP OATS: 9/30/19 * N USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS G. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS CITY LO OF PA ALT O REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS DECK DEMOLITION PLAN VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-X-2002 SHEET N0. A B C D E F G REV DATE 13Y DESCRIPTION 8 OF XX 1 2 3 4 5 6 7 9 10 11 12 13 _ask save y: c 0 4-12- d 18 02:36pm 2 3 4 5 6 7 8 10 11 12 13 kLozorokis 1 XREFS:1 XR—PoloAl FILENAME: 186800400-110—X-2003 7-1 B C D E F G to 5///doe eed PUMPS "Tu79/co/% 6"/u5 4 B/udG �6"�e Conc. 6147.ke/` ,dge /h.44J /THICKENER NO. 4 Slue Pocket _ - I 45 6'ff56 L 5/ud e Line w g/6" Scum Line Trough Inv EL 3.50 (Level)/ 6'C/. 6'/L Scum Line �}- Scum Trough ' . aX � r 6 '4Y56/L Sludge Line w/6' 5 'l- ' Cok7c. ✓acke/ 'Inv ,t) 7 ' .-Stud e (/e✓el 45° Pockef -0',2'.->.....„ De/Yee /e cieor Inv E/450 Trqu' h �i 4:6 ter 154/_9 7� /13/779/5° 3d "%5.. jcL /i?v E/../.00 6"C/ G \ (/eve11 Scum \ Inv El 4.50 (Slope Line M pocket) / >1_ (TYP) Skrdgqe ( I />ocke/ 6'91/5 G/L Sjudge Line w/e CO ,c <Jacke/ HI C KEA ER NO. 2 SC`ni \ Ma/9,1'1-3 1 3 1/S G/L. / SfucJge L/ne w/6 "Conc. Jarcf�e/ Scum Line ` 45°(/ ‘ /0"K S jez //e/o/ 73' ks ,Oro/.4 L/17? - .671/ 2/ 375 Slue/ e Packet .. THICKENER NO. / 4'o'Yer/ oFise/ usmy 75' bends See Sec/ 3-.8 5/73/ See /emit 5h. 33 5//de Go/e Rodney- Hun/ Ser. 240L or approved eguo/ (Ty,P,1 /NA-LC/ENT WELL REMOVE (E) BAFFLE PLATE. SEE TYPICAL EXISTING INFLUENT BAFFLE PLATE DETAIL ON 110-X-5001. (TYP OF 16) REMOVE (E) PUMP DISCHARGE PIPING. SEE PST NO. 3 SLUDGE PUMP DETAIL ON 110-X-5001. -/nv E/. 7.75 ✓Z-6" verf oflse/ /151/79 2255' bends /nu-El0/7 /eve/J -6'14!.3.6"„/L 5/uo'ge L,ne W/6 'conc . jocke //71/ E/-0.75(Leve,J /n✓ E/ 050 - L 4'G'Ver/ o//se/ .."(....,...,c./5//79 /5' bends > . /art/ 275 using 2275 'bends l/e// offset (s/rg 773 6/170 nv 5/ -7.50 Sludge Pockef T -Rods (See Specs Equ/p iv/fgrs. Dwgs for de/a//s) Ty'p ea. 70/79 TANK 4 8 (equ omen/ !JO/ shown TANK 4A (Equip/77cm' no/ .shown) - - 3"GS Ffr/✓en/ 5om(✓/er TANK 2 8 (EQ //pmenf no/ shown] TANK De,/Yee/ /0 \ (Equipment c%rpi/es(23°J no/ shown) TANK /8 TANK / A AERAT/ON w_d"4V.SG/L Scum L✓ne "d6° /tine.. Jocke/ - (uniror,D 5/0,03 be/weep con/ro/ e/e✓a/Ions) TANKS _12 3G"d/5. / C.L Ac/ivafed Sludge Re/urn Line w/6' Conc. jocke/ (um/3rm S/0De be/weep con/ro/ e%vo/ions/ (8h113535cum/7e w/GCbnc J004 -e/ (/1/7.,/019 slope he/weep confro/ e%vo//onsj SECTIONAL PLAN 10 20 1"=10, 4"05 5,:o nazi' 5/ne Heoa'er 14///'/79 "G5' 5/7/ -ay L7ne. 7 /7. each /a/7k See Scum Trough Etet/a/ion 52.33 03 c/(rom)-- 8"G4:S. G/L 1 /0/779 -Ka0' 7/' 47533- 4 6.5.Scum Touggh S/ coy Line..5`ee 5/5.39 / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / r / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / 72a .S//de Ode gee Sec/ C -C 5h.3/ Eff/ueni We/rs each Tank,) See de/all PLAN NORTH C/eonov/ ("See Del '2'512.. /42) 1 / 1 / :LI It r� %J i { / i 4 REMOVE (E) WEIR. SEE / ( EFFICAL EXISTING EFFLUENT WEIR DETAIL ON i I 110-X-5001. (TYP OF48) { 6'.3'5 Er7Yuen ` 5bm0 e - Cost in hose s/ n See Sec/ C-0 5h. 3/ UV_ � (E) 36" WS RAS G/eorrou/ (58e Del "7 Sh 142) INTERMEDIATE PUMPING STATION DIVERSION BOX RAS MIXING BOX 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED DLE 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS C. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS 8 CITY LO OF PA ALT O REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS BELOW DECK DEMOLITION PLAN VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 ® 1" IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-X-2003 SHEET NO. OF XX 2 3 5 6 7 9 10 11 12 13 A B C D E F G Z ast Saved By: cto 4-12-18 02:36pm 1 2 3 4 5 6 7 8 9 10 11 12 13 11 XREFS:j XR—PoloNto—Borde E S A C D E F G Et? Gal? ROOMS TH/CKEA/ER NO (Equip. not Shown) /A/FLUENT CHANNEL 2.2 Deck E/. 2150 of H.Rs i^ NW E/. /8.50 SECTION CD 10 20 1"=10' 4,o/F/,000 El /07j ones /6° ar Chorine/ 5A»m./.,m/ axn/ m„ .e and i/a,i /roCH o Mxkeleh 11' 3d0' 104' REMOVE (E) BAFFLE PLATE. SEE TYPICAL EXISTING INFLUENT BAFFLE PLATE DETAIL ON 110-X-5001. (TYP OF 16) SECTION cI!II 0 5 10 Scum Trough /Jove no/ shown 0/7 /his Secfion REMOVE (E) WEIR. SEE TYPICAL EXISTING EFFLUENT WEIR DETAIL ON 110-X-5001. (TYP OF 48) SCUM TROUGH 1 .. ,-EFFLUENT WE/RS 5 De/a,/ 517,32 See De/o// .51733--„\ Z7 SECTION CO 0 5 10 1/8".10" EFFLUENT CHANNEL ri 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO CHECKED/APPROVED DLE QRocEss/oNa 49�X-D L. F�Fv, wp O (ENO. RCE SOfi332 * EXP DATE: 9/30/19 *, USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS G. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS CITY LO OF PA ALT O REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS DEMOLITION SECTIONS VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-X-3001 SHEET NO. A B C D E F G REV DATE BY DESCRIPTION 4 8 OF XX 1 2 3 5 6 7 9 10 11 12 13 _ask save y: c o 4-12— 18 02:36pm d 1 2 3 4 5 6 7 8 9 10 11 12 13 kLozorokis 1 XREFS:1 XR—PoloAl FILENAME: 186800400-110—X-500 A C3 C D E F G REMOVE (E) WEIR ELE VAT /0 /V 34" Chamfer for Mas/ic E/. /8.08 -) .50.) P/o%_/3 °%".Y%Z'53 " Ga/v offer fahr/co/ion Typ. s/o/%d hofe 6 5 aces 6, 2'.-0° C.C. =/2O 274r TYPICAL EXISTING EFFLUENT WEIR DETAIL REMOVE (E) GROOVED COUPLING (E) BASE ELBOW 2 4 SECTION Norma/ H/e//- 1 5ethng E/. /8.42 $ECT I OA/ • ,* "Prod: s/g x 6 "hook anchor ho/fs with hex nui 4"39. 4 Washer (E) AUTO OIL LEVEL MONITOR REMOVE (E)4" DI PIPE (E) GUIDE RAILS (E) LIFT CHAIN (E) CONCRETE PROTECTIVE COATING d PST NO. 3 SLUDGE PUMP DETAIL 0 11 (E) SLUDGE PUMP REMOVE (E) BAFFLE 4 -/"dio boils (Go/vf9— TYPICAL EXISTING INFLUENT BAFFLE PLATE DETAIL 2 3 1/2"=1'-0" 5proy Lme 5uppor/ rk/. See del be/ow - (Deck E/ P150 of HR E/ /8.67 Nam. N<L. E/. /8.50 j REMOVE (E) RUBBER WIPER p„O h /1'4'G.5 Spray Line 3/4"=t-0" EXISTING SCUM TROUGH SECTION 0 1 2 _6°1''.Anchar Bo//s 4'v/hex vie cw. (pra,/: /%k"j _. S 5proy_ e Header spray /kocir e Sapp. Bre Yee de/ below 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED DLE 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS DEMOLITION DETAILS VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 ® 1" IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-X-5001 SHEET NO. OF XX 1 2 3 5 6 7 8 9 10 11 12 13 A B C D E F G t ast Saved By: cto 4-12-18 02:36pm 2 3 4 5 6 7 8 1 9 10 11 12 13 II XREFS:I XR—PaloAlto—Oorde FILENAME: 186800400-110—C-2002 7-09-18 05:065r0 NickLazar A B C D E F G L- k i it 1 11 Thickener 1 1,7f/uen Sox I See defo1/Is 5h. L34 I c - I I II it 17— vl c-i /"NB. on I I TH/CK�ii= /B°Rise __ I MEC�7Pv_ ®I — l (gee »e. (E) DAVIT CRANE dd I I ° I' 5 7 o /7 Acfrss 01 rl II , 1 1 (E) 8" DI/CML - 5,9.1177 E m Tro gh Acr $'5 TH/C NER DRIVE MEq' AN/5M WO. II -n L 1 —r I1 1 1 . 'I. 11 1J i; I it J1 e r 111 1 o I I I 1 II II I® 1 II II 1 k. 3 - ..'¢'Um 7 Ough i1 e53 I 11 I1 1 j i! I 1 �1 1 I LI II 1! 11 L, 1 1 Ifb 11 II /%2' /um ir1 img 0 1 Re Palk n ----- __II . N» -71---- --1-1-------51 1' II I1 11 I lacy,/ 7ouah II ei -1 I 141ccess 11 1 11 1 /8 Riser TH/C/< /ER DRIVE MEC/11AV/5M 4/0.2 (sec pees) I I II II I I ----- ----II Thickener i TH/c ER DRIVE 11 /nf/ueni 5Jhr MECki NI5M NO. / See defs. 5'134 (5ee I3pecs) II I I1 L° -----1_L _LI 110-C-3001 1111111111110111111 111111111 1111111111 11111 111111111 111111111111111.11', 11111111111111111111 1111111111666116111 41 411111iim°in (E) GANTRY (TYP) I IT a CUT BACK (E) STEEL LIFT HANGER ON CEILING BELOW AND REPLACE W/ 316 SS EYEBOLT (TYP OF 32). REPAIR ADJ CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR (TYP) REPAIR CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR ALONG EDGE OF (E) OPNGS (TYP) I Q ° -LL T---- i —1 II _ IT 111111111 1111111 IIIIIIIII1MIIIIIIIAu 11 I WISP. Handrail 14n c�n 1 I Parb bef Wa// gee' 5/e/w/ 5h. -6 I II I1 1 i I I II II I IIluIIIIIIII -,;i /7eck ,n 1 11 !I i I 1 See Na -he/ow 1 1 J_I , _1J ° _ LI 1 i —L L J___ . ° Gra/ing ¢o 7 //n;. under R4?,- oe/ SCUM (TROUGH DR/V 'NO. 4 (See P1ees9 -r-I- 1 I 7r I —r1 T —lam �� (-r ,T i i 1; ll11mm�ll11ill i I 1 I I I I I 1 REMOVABLE ALUM I i COMPONENT GUARDRAIL I I AROUND (E) HATCH OPNG (TYP) 1 1 1 I 1 Ii L Jli L _ LL h L 1L— L J� �L L _ JJ— 11 "111111111111 .1 /12 '4/u/17.16i'rq —n (Z-Pc5)l t11/o eQ 33 01z Nz ti � I L 1 1L— 1 • -I- COLLECTOR DRIVE (TYP OF 12) —iT 1 111111111111 i1 11 1111111111 ' H II IIIIIIIIIII1111I IIIIIIIIIIIIIIIIIIII. 111111111111111111 -11 o I j 11811111111111611 - - 1111111111111111 !1 6 r:- T GV `2%hose con REPLACE (E) 72" ACATE 11111111111111111 1 REPLACE (E) ALUM COVER AND ASSOCIATED FRAME WI WELDED ALUM BAR GRATING (E) GUARDRAIL TO REMAIN Tj— ii 1 I 11 L_ LL ll -- 111111111111111i1166 ! 11111111111111111 0 h ---JJ-----1J—� M111111111111 .1 111111111111111;111 I 0 O 11 II S▪ G i1 --_—J1- ---J-- --J-L ° _L -_Ind\ _ 1 lT 1 1 111111111111111r 1G _---11 111111111111111 11. 1111111111111111 , -I -77 jl T Tr 11 II I i1 5C4/ 17 -ROUGH I I DR/ el NO 3 I (see L JJ Li - - I 1 II REPLACE (E) ALUM COVER W/ WELDED ALUM BAR GRATING (TYP OF 68 OVER SEDIMENTATION BASINS ONLY) II I l II II 1-L_- J �i • Till II �I I II IIIIIIIIIIIIIIIIIIII 11111111111111111111 0111111111mfi1ull 11111111111111.4 41 11111811111111111111 111811in iii C0/7/1/4.17,.:, mo./o rsu/)orr Tt?"4 ?y/, 11 1 - --1 I-----1-7-----�1 11111111111111111111 61111111111111111111 11 —1 —r 1— ? 1 -17 7T ET —i-r 7 1 1 1 11,1miniI" 1 1 1 1 REPAIR CRACKS AND DAMAGE I 11 I1@11111111111111 I 11 II 1 TO REINF AND CONC WHERE 1 1 I I THEY OCCUR ALONG EDGE OF 1 CS, I 1 1 1 , 1 1 (E) OPNGS (TYP) Z I REPAIR CRACKS AND DAMAGE I 1 1 - sCU� TROUGH TO REINF AND CONC WHERE I /JR/� NO. -2 Q I I THEY OCCUR ALONG EDGE OF 1 1 1 (See' c •.) (E) OPNGS (TYP) 1 1111111111111111 1 1� LL -111111n11n11111661J1 I I ti 33 0°2 II I No k 1, it I 1I Io 1 1 JL----1-L---- L----LL- -Ll �`. 1-----L-I-----J_L L 1L- 1L ll LJ _11 7--_---7----- 1- PI —(T f T r--=----7--=--)-1--=--Tr—=— TT- —=---T . 1 1111IIII1111I1111'.I 1 1 IIIIIIIIIIIIIIIIIIII Q 1 pd111111111111111 1 11 1 11111111111111111111 II 1 1I� 11 l o t /' l /uin G�/y. h k i (3 's2 7, -5.r -_j 1 h 101oning 11 LI ithi llima' LL _L.!_ LL J1 1_1 �L 11111111111111111 1111111111'11 11111 111 '11 Scum Tod frh Drive Sup w'r. shallsp4n onc'c%or 1 (Type I I °edk ooen4'o I5ee A/ofe /?-o' 11111111111111111 �J u _Li 1L 1L J_L LL _11 LL L (11111111111111111 Ti-- , r----F-----I�-----I-.-----7-r---- ----- l n�11111lnn11rl � ,'illlllllllllC611 11111111111111.1 ,11 11.1111111' 111111111111111111 61111111111111111111 1 1119111111111191111 11161111m11mel m . G, afing J 7.,° I 1 J1_ 811 r L5 J)_i L it 1 m 1 -ii 2/2"o v 2%Znose cone F-1 119:111111111111111 19'x61111111111111111 DECK PLAN 20 L'4.'//umGT,II z-Pes) 7.40 6 1IIIIIIIIIIIIIIIIII SCUM 1 TROUGH DR/4E N0. / (5eel Specs) 11 11 A111811118 111111111111111111 (E) SHIP LADDER PLAN NORTH REPLACE (E) ALUM COVER AND ASSOCIATED FRAME W/ WELDED ALUM BAR I GRATING REPAIR CRACKS ON ROOF AND TREAT ROOF SURFACES WITH CRYSTALLINE WATERPROOFING REPAIR CRACKS AND DAMAGE TO REINF , AND CONC WHERE THEY OCCUR ALONG EDGE OF (E) OPNGS of deck slab nnfh approved hangers. (E) 36" WS RAS Rect. Peillern INTERMEDIATE PUMPING STATION 1 DIVERSION BOX RAS MIXING BOX 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED DLE 4 USE OF DOCUMENTS 'THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, M AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS a Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS 8 IPAYLO6 ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS DECK MODIFICATION PLAN VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NC). SHEET NO. 2 3 5 6 7 9 10 11 12 13 A ask Saved By: cto 4-12-18 02:36pm 1 2 3 4 5 6 7 8 10 11 12 13 17, FILENAME: 186800400-110-C-2003 B C D E F G fa S/udae eed PUMPS "Tub/co/% ( 6 "Res 4 .Stride 2/ Liacke,4 Doge 1/7.44) c) ct 44 THICKENER NO. 4 Scum Trough Slue Poo kei_ 6"lvsG/L Siudge Line w/6" Conc../ocke/ Inv El 3.50 (Level/ .- Sludge Packet tDetec /e cieor /5/„FO7.,poes1 above (a9°2_) - Inu E/ 4.5o \ \ (Level) NO. 3 3 "G5. /n/'/uer. / 5omp/er Lbw' (under /ounver- scum/G -- q 7— Trqu'gh -) —'7 -Q:6 4'er� fse/ )�O/ u3in9 /5° -' 34'1/5./CL /i9:i E/ /00 G"CL6» \ (/eve// Scum Inv E1450(Slope L/ne /\ Pocket) , Pocket ` 6'91!56/L 5/ridge Line w/e`Co+c c%cke/ j Sc`m Ti-ough -1 1( 6". ne5 G/L. / SfucJge Line \ w/6 "Co,,c. ;Jarcfee/ Scum Line `\ 45°(/ 1 Slue/ e Packet .. THICKENER NO. / Pert ofr.se1 usmy d5' bends See Sec/ 3-8 9173/ 8o/Y/e ,o/o% See deini/ 517 33 /8"Sq. 5/ide Go/e Rooney- Hun/ Ser. 240L or noproved equo/ (Tyy�/ INFLUENT WELL REPLACE (E) PUMP DISCHARGE PIPING. SEE PST NO. 3 SLUDGE PUMP DETAIL 110-C-5001. nve/.8.75 • \ ✓,eV "-` Per/. afire/ L.15.79 22!/z° bends BAFFLE PLATE. SEE TYPICAL INFLUENT BAFFLE PLATE DETAIL ON 110-C-5001. (TYP OF 16) 5/&c/ge Line W/6 'conc . locket /nY E/-0.75(Leve, ) /nv. c/ -goo K./eve/1 /n✓ E/ 050 - 4'6'14r.1 o/fse/ 1 using /5° bends \ �:/nvE/.275 2=E°tVed o!s f using 22fz'heads \ bier/ of se/ <s// 87L'15e'id nv 5/ -2.50 5/edge Pocke/ T-Rc3ds (see Specs / Equip iv/fgrs. Dwgs for de/ails) Ty'p ea. Tank TANK 4 8 (eguomen/ no/ shown ) TANK 44 (Equipmen/ no/ .shown) 81114/.5. 4/L scum L✓ne "d6" /ono. locket (urrorrn..9/0,05 between con/ro/ e/e✓a/Ions) De,'Yed /o \ (Equipment no/shown) c%rpi/es(26" ) TANK / 8 • TANK / A 10 20 AEA'AT/ON TANKS REPAIR CRACKS IN FLOOR (TYP ALL 4 TANKS) 3G"I4/8 / C. L F(C/i✓ofed ...5/de/?e Return Line w, 6 ' Conc. Jocke/ (un/Farm S/00e between con/ro/ e/evo/ions/ r,-8'WS.G/L 500m///e / w/G'Cbnc joc/4e/ I/ (unarm s/ape he/iueen Con/ro/ e/evn//onsj SECTIONAL PLAN 1"=10, ,3E5 S,oaz' Line 'geode/. ,v//%"GS 5gray Line. Ty,a. each /oak See Scorn 71ough J E/evo/ion 517.33 /i XL/1-- r 8/WS. G/L Lair/ /roe' 6/' 4'6.5. /cum Tough S/.royLine.See5/39 72a Shoie Go/e gee Sec/ C -C 5h.3/ Eff/ueni Weirs (/2 each Tank) See de/a,/ PLAN NORTH C/eons_. (See G. FRP WEIR. SEE TYPICAL EFFLUENT WEIR DETAIL ON 110-C-5001. (TYP OF 48) 34'6 S Er7Yuen/ 5'omo/er (cost in /Rise slob/ See Sec/ C-0 5h. 3/ 200 (E) 36" WS RAS G/eonou/ (See De/ "7 Sh. /42) INTERMEDIATE PUMPING STATION DIVERSION BOX RAS MIXING BOX 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED DLE 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS 0. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS 8 CITY LO OF PA ALT O REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS BELOW DECK MODIFICATION PLAN VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 ® 1" IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-C-2003 SHEET NO. OF XX 1 2 3 5 6 7 9 10 11 12 13 A B c D E F G Z ast Saved By: cto 4-12-18 02:36pm 1 2 3 4 5 6 7 8 9 10 11 12 13 11-18 09:45am E: 186800400-110 A B C D E F G CUT BACK (E) STEEL LIFT HANGER AND REPLACE W/ 316 SS EYEBOLT (TYP OF 32); REPAIR ADJ CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR (TYP) /NFL UENT CHANNEL EQ U/P. R00MS Deck Et 2150 of HRs N IN M E/. /850 APPLY PROTECTIVE COATING TO ALL TANK INTERIOR CONC SURFACES ABOVE ELEV 17.50 SECTION NOTES: 1. CALLOUTS IN THIS SECTION APPLY TO ALL FOUR (4) TANKS. 1"=10' REPAIR CRACKS WHERE THEY OCCUR ON SLAB TOP SURFACE AND TREAT SURFACE WITH CRYSTALLINE WATERPROOFING REPAIR CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR ON GIRDER, BEAMS, AND COLUMNS (TYP) -o d REPAIR CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR IN TROUGHS. REPLACE (E) WEIRS (TYP) 90 REPAIR CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR ALONG EDGE OF (E) OPNGS (TYP) SCUM TROUGH / EFFLUE / T WE/R5 See De/a// 51.33-,\ 'See D:ta// 517,32 REPAIR CRACKS, DEFECTS, AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR ON CEILING (TYP) SECTION E!II 0 5 10 w 1 , REPAIR CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR ON WALLS (TYP) INFLUENT BAFFLE PLATE (TYP OF 16) EFFLUENT CHANNEL APPLY PROTECTIVE COATING TO ALL CHANNEL INTERIOR CONC SURFACES ABOVE ELEV 16.50 CUT BACK (E) STEEL LIFT HANGER AND REPLACE W/ 316 SS EYEBOLT (TYP OF 16); REPAIR ADJ CRACKS AND DAMAGE TO REINF AND CONC WHERE THEY OCCUR (TYP) REPAIR CRACKS AND DAMAGE TO REINF AND CONC IN SPACE AROUND TROUGHS (TYP) SECTION EII C 0 5 10 118',=1' 0" 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO CHECKED/APPROVED DLE RDFLSSIONq�� D L. 44_ev, ENO. RCE 506332^.. * EXP DATE: 9/30/19 #, N Q USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS MODIFICATION SECTIONS VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-C-3001 SHEET NO. A B C D E F G REV DATE BY DESCRIPTION 8 OF XX 1 Last Saved By: cto 4-12-18 02:36pm 2 3 4 5 6 7 9 12 13 2 3 4 5 6 7 8 9 10 11 12 13 17, FILENAME: 186800400-110-C-5001 7-11 A C D E F G E LE VA T / 0 N '-1 3/q" x x 12'-5 >" FRP WEIR PLATE. 6 Spoces cm 2'-0' c.c. _ /200° TYPICAL EFFLUENT WEIR DETAIL GROOVED COUPLING 4 o < a (E) BASE ELBOW 2 4 (E) AUTO OIL LEVEL MONITOR 4" DI PIPE (E) GUIDE RAILS (E) LIFT CHAIN (E) CONCRETE PROTECTIVE COATING 1' SECTION PST NO. 3 SLUDGE PUMP DETAIL 0 1 (E) SLUDGE PUMP 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED OLE 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS 8 CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT SEDIMENTATION TANKS AND THICKENERS MODIFICATION DETAILS VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 ® 1" IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-C-5001 SHEET NO. OF XX 1 2 3 5 6 7 9 10 11 12 13 A B C D E F G t ast Saved By: cto 4-12-18 02:36pm 1 2 3 4 5 6 7 8 9 10 11 12 13 s 11 XREFS:I XR—PaloAlto—Border 1 E—stamp—SSchuler I«-- 7-10-18 09:09am NickLazar° FILENAME 186800400-110—E-000 A B C D E F G a A AC ND ADJ AF AFD AFF AIC AL ALT NM ANN APPROX AS AT ATS AUTO AUX AWG BCG BLDG C CAB CAP CB CC CHH CL CKT CMH CO COMM COND CONT CPT CP CR CS CT CWP DC DIA DIAG DISC DISTR DN DP DPDT DPST DWG (E) EA EACH EF EXHAUST FAN EHH ELECTRICAL HANDHOLE EL, ELEV ELEVATION ELEC ELECTRIC, ELECTRICAL ELEM ELEMENTARY EMERG EMERGENCY ENCL ENCLOSURE EFFL EFFLUENT ED EQUAL EQPT EQUIPMENT ETM ELAPSED TIME METER FACP FIRE ALARM CONTROL PANEL FDR FEEDER FF FINISHED FLOOR FLEX FLEXIBLE FLUOR FLUORESCENT CIRCUIT BREAKER AUX. CONTACT, CLOSED WHEN BREAKER IS CLOSED AMMETER, AMPERES ALTERNATING CURRENT ANALOG TO DIGITAL ADJUSTABLE AMPERE FRAME ADJUSTABLE FREQUENCY DRIVE ABOVE FINISHED FLOOR AMPERES INTERRUPTING CAPACITY ALUMINUM ALTERNATOR AUTO/MANUAL CONTROLLER ANNUNCIATOR APPROXIMATE AMMETER SWITCH AMMETER TRIP AUTOMATIC TRANSFER SWITCH AUTOMATIC AUXILIARY AMERICAN WIRE GAGE CIRCUIT BREAKER AUX. CONTACT, CLOSED WHEN BREAKER IS OPEN BARE COPPER GROUND BUILDING CONDUIT, CONTACTOR CABINET CAPACITOR CIRCUIT BREAKER CONTROL CABLE, CLOSING COIL COMMUNICATION HANDHOLE CHLORINE CIRCUIT COMMUNICATION MANHOLE CONDUIT ONLY COMMUNICATION CONDUCTOR CONTINUED, CONTINUATION CONTROL POWER TRANSFORMER CONTROL PANEL CONTROL RELAY CONTROL SWITCH CURRENT TRANSFORMER COLD WATER PIPE DIRECT CURRENT DIAMETER DIAGRAM DISCONNECT DISTRIBUTION DOWN DISTRIBUTION PANEL DOUBLE POLE, DOUBLE THROW DOUBLE POLE, SINGLE THROW DRAWING EXISTING FO FRED FT FU (F) FVNR FVR FWD GA GALV GEN GFI GND GRS HD2 HH HMI HOA HOR HORIZ HP HPS HTR HV HZ IND LT INCAND INSTR I/O JB KA KCMIL KV KVA KVAR KVARH KW KWH LCP LP LPS LTG LT(S) (M) mA MAX MCB MCC MCP MFR MH MIN MISC MLO MOV MS MTD MTG MTS (N) NC NEC NEMA NEUT NIC NO NTS OH OT ABBREVIATIONS FIBER OPTIC FREQUENCY FEET, FOOT FUSE FUTURE FULL VOLTAGE, NON REVERSING FULL VOLTAGE, REVERSING FORWARD GAUGE GALVANIZED GENERATOR GROUND FAULT INTERRUPTER GROUND GALVANIZED RIGID STEEL HYDROGEN PEROXIDE HANDHOLE HUMAN MACHINE INTERFACE HAND -OFF -AUTOMATIC HAND -OFF -REMOTE HORIZONTAL HORSEPOWER HIGH PRESSURE SODIUM HEATER HIGH VOLTAGE HERTZ (CYCLES PER SECOND) INDICATING LIGHT INCANDESCENT INSTRUMENT, INSTRUMENTATION INPUT/OUTPUT JUNCTION BOX KILOAMPERES THOUSANDS OF CIRCULAR MILS KILOVOLTS KILOVOLT AMPERES KILOVOLT AMPERES REACTIVE KILOVOLT AMPERES REACTIVE HOURS KILOWATTS KILOWATT HOURS LIGHTING CONTROL PANEL LIGHTING PANEL LOW PRESSURE SODIUM LIGHTING LIGHT(S) MODIFIED MILLIAMPERES MAXIMUM MAIN CIRCUIT BREAKER MOTOR CONTROL CENTER MOTOR CIRCUIT PROTECTOR MANUFACTURER MANHOLE MINIMUM MISCELLANEOUS MAIN LUG ONLY MOTOR OPERATED VALVE MOTOR STARTER MOUNTED MOUNTING MANUAL TRANSFER SWITCH NEW NORMALLY CLOSED NATIONAL ELECTRICAL CODE NATIONAL ELECTRICAL MANUFACTURERS ASSOC. NEUTRAL NOT IN CONTRACT NORMALLY OPEN, NUMBER NOT TO SCALE OVERHEAD OVER TEMPERATURE OL PB PD PE PEC PF PFR pH PH PLC PNL PNLBD PRI PS PSI PVC PWR (RL) (RLD) RCPT RCT REQD RM RPM RT SCR SD SEC SECT SF SHH SHT SIG SN SPECS SPDT SS SW SWBD SWGR SYNC TB TC TEL TEMP TSP TVSS TYP UG UH UV V VA VFD VAR VERT VH VS W WHM WHDM WR WT WTP XFMR THERMAL OVERLOAD RELAY PULLBOX, PUSHBUTTON POSITIVE DISPLACEMENT PHOTOELECTRIC PHOTOELECTRIC CELL POWER FACTOR POWER FACTOR RELAY MEASURE OF ACIDITY OR ALKALINITY PHASE PROGRAMMABLE LOGIC CONTROLLER PANEL PANELBOARD PRIMARY PRESSURE SWITCH POUNDS PER SQUARE INCH POLYVINYL CHLORIDE POWER RELOCATE RELOCATED RECEPTACLE REPEAT CYCLE TIMER REQUIRED ROOM REVOLUTIONS PER MINUTE RESET TIMER SILICON CONTROLLED RECTIFIER SMOKE DETECTOR SECONDS, SECONDARY SECTION SUPPLY FAN SIGNAL HANDHOLE SHEET SIGNAL SOLID NEUTRAL SPECIFICATIONS SINGLE POLE, DOUBLE THROW STAINLESS STEEL SOLID STATE SWITCH SWITCHBOARD SWITCHGEAR SYNCHRONIZING TERMINAL BOX, TERMINAL BOARD TELEPHONE CABINET TELEPHONE TEMPERATURE TWISTED SHIELDED PAIR TRANSIENT VOLTAGE SURGE SUPPRESSOR TYPICAL UNDERGROUND UNIT HEATER ULTRA VIOLET VOLTS VOLT-AMPERES VARIABLE FREQUENCY DRIVE VOLT AMPERES REACTIVE VERTICAL VAR -HOUR VOLTMETER SWITCH WIRE, WATTS WATTHOUR METER WATTHOUR DEMAND METER WEATHER RESISTANT WATERTIGHT WATER TREATMENT PLANT TRANSFORMER GENERAL NOTES: G1. THESE DRAWINGS ARE DIAGRAMMATIC ONLY: EXACT LOCATIONS OF ELECTRICAL EQUIPMENT SHALL BE DETERMINED IN THE FIELD BY THE ENGINEER. THE INSTALLATION OF ALL EQUIPMENT SHOWN ON THESE DRAWINGS OR DESCRIBED IN THE SPECIFICATIONS SHALL CONFORM TO THE REQUIREMENTS SET FORTH IN THE LATEST EDITIONS OF ALL APPLICABLE CODES AND UTILITY COMPANY STANDARDS. CONTACT THE UTILITY COMPANY REPRESENTATIVES AND VERIFY THEIR REQUIREMENTS. G2. THIS IS A GENERALIZED LEGEND SHEET. THIS CONTRACT MAY NOT USE ALL INFORMATION SHOWN. G3. NOTIFY THE ENGINEER IMMEDIATELY IF CONFLICTS IN EQUIPMENT LOCATIONS ARE DISCOVERED OR IF PROBLEMS ARISE DUE TO FIELD CONDITIONS, LACK OF INFORMATION OR ANY OTHER REASON. NO PAYMENT WILL BE MADE FOR CHANGES WHICH HAVE NOT BEEN FAVORABLY REVIEWED BY THE ENGINEER. G4. INFORMATION SHOWN MAY NOT BE ALL INCLUSIVE. SEE ALSO ANSI C37.2, Y1.1, Y32.2, AND Y32.9. G5. VERIFY ALL COLOR REQUIREMENTS BEFORE ORDERING MATERIALS. G6. REFER TO THE MECHANICAL DRAWINGS FOR CERTAIN CONTROL DIAGRAMS AND EXACT LOCATIONS OF MECHANICAL EQUIPMENT AND FOR CERTAIN CONNECTIONS TO BE MADE TO ELECTRICAL CIRCUITS. PLAN NOTES: P1. CONDUIT SIZE AND FILL SHALL BE AS INDICATED. WHERE NO SIZE IS SHOWN, THE CONDUIT SHALL BE SIZED IN ACCORDANCE WITH THE EDITION OF THE NATIONAL ELECTRICAL CODE ADOPTED BY THE AUTHORITY HAVING CODE ENFORCEMENT JURISDICTION. WHERE NO FILL IS INDICATED, THE FILL SHALL BE 2#12. PROVIDE 3/16 INCH NYLON PULL ROPE IN EACH EMPTY CONDUIT. P2. LOWER CASE LETTERS ADJACENT TO A SWITCH OR LIGHT FIXTURE INDICATE A SWITCHED CIRCUIT. FOR FOUR LAMP FIXTURES WIRED IN PAIRS WITHIN EACH FIXTURE, THE "a" SWITCH CONTROLS THE OUTER LAMPS AND THE "b" SWITCH CONTROLS THE INNER LAMPS; WIRE 3 LAMP FIXTURES SIMILARLY. P3. CONDUIT AND WIRE LAYOUT FOR LIGHTING AND RECEPTACLES NOT SHOWN. PROVIDE PER NEC. P4. NUMBER OF CIRCLES DOES NOT REPRESENT THE NUMBER OF CONDUITS IN THE ENCASEMENT. OH 111 3/4"C-3#12 J 15 135 FA T S III Q 1811 SMS 000 EMH EHH SHH O SAP PLAN SYMBOLS OVERHEAD POWER LINE UNDERGROUND CONDUIT MULTIPLE CONDUIT RUN CONDUIT CONCEALED IN FLOOR CONDUIT CONCEALED IN WALL OR CEILING CONDUIT EXPOSED CALLOUT INDICATING CONDUIT SIZE, NUMBER OF WIRES AND WIRE SIZE CALLOUT INDICATING CONDUIT PER SCHEDULE S* Sab CONDUIT RUN, HATCH MARKS INDICATE NO. OF #12 CONDUCTORS NO HATCH MARKS IS 2#12 UNLESS OTHERWISE NOTED HOME RUN TO PANELBOARD OR AS INDICATED FLEXIBLE CONDUIT CONDUIT RUN, BROKEN AND CONTINUED ON SAME SHEET OR AS NOTED CONDUIT WITH SEAL FITTING CAP ON CONDUIT STUB OPEN CIRCLE DENOTES UPWARD CONDUIT RISER SEMI CIRCLE DENOTES DOWNWARD CONDUIT RISER INDICATES REMOVAL FIRE ALARM CONDUIT TELEPHONE CONDUIT SECURITY SYSTEM CONDUIT 120V SURFACE MOUNTED PANELBOARD 120V FLUSH MOUNTED PANELBOARD 480V SURFACE MOUNTED PANELBOARD 480V FLUSH MOUNTED PANELBOARD MOTOR DISCONNECT SAFETY SWITCH COMBINATION MOTOR STARTER MANUAL MOTOR STARTER CONTROL STATION EQUIPMENT MOUNTING STAND GROUND ROD AND BOX INSTRUMENT ELECTRIC MANHOLE / POWER HANDHOLE / SIGNAL HANDHOLE INTRUSION REMOTE KEY PAD INTRUSION DOOR SWITCH SECURITY ALARM PANEL EQUIPMENT CONNECTION ANTENNA SINGLE POLE SWITCH 2= 2 POLE, 3= 3 WAY, 4= 4 WAY, K = KEY OPERATED WR= WEATHER RESISTANT D = DIMMER P = SWITCH WITH PILOT LIGHT SINGLE POLE SWITCH (NOTE P2) FIXTURE (NOTE P2) SEE FIXTURE SCHEDULE FIXTURE WITH NIGHT LIGHTING (UNSWITCHED) OR FIXTURE WITH SELF-CONTAINED EMERGENCY BALLAST/BATTERY a WALL/CEILING MOUNTED FIXTURE 'M hR 32-0 OTD I__I WALL/CEILING MOUNTED FIXTURE NIGHT LIGHTING (UNSWITCHED) POLE MOUNTED FIXTURE WALL/CEILING MOUNTED EXIT LIGHT - DIRECTIONAL ARROW WHERE INDICATED, SHADED AREA INDICATES ILLUMINATED FACE EMERGENCY LIGHT WITH SELF CONTAINED BATTERY ELEV LIGHT FIXTURE O IDENTIFICATION CTK# 911 SINGLE RECEPTACLE, 120V SINGLE RECEPTACLE, 240V DUPLEX WALL RECEPTACLE, 120V WR= WEATHER RESISTANT G = GROUNDED IG = ISOLATED GROUND GF = GROUND FAULT INTERRUPTER DOUBLE DUPLEX WALL RECEPTACLE, 120V DUPLEX FLOOR RECEPTACLE, 120V MULTI -OUTLET ASSEMBLY WITH SINGLE RECEPTACLE, 120V SPACING (X INCHES) AS NOTED, MOUNTING HEIGHT AS NOTED RECEPTACLE, 480V WALL/CEILING MOUNTED JUNCTION BOX FLOOR RECESS MOUNTED JUNCTION BOX THERMOSTAT, WALL MOUNTED WALL TELEPHONE OUTLET (+12") DATA WALL OUTLET TELE-DATA WALL OUTLET ® II FLOOR OUTLETS FACP 0 S FIRE ALARM PULL STATION FIRE ALARM FLASHING LIGHT FIRE ALARM HORN BELL BUZZER HEAT DETECTOR SMOKE DETECTOR FIRE ALARM CONTROL PANEL PROXIMITY SENSOR WALL SENSOR SECURITY CAMERA SINGLE LINE SYMBOLS GROUND CONNECTION SWITCH, 3 POLE EXCEPT WHERE NOTED. RATING IN AMPERES AS NOTED AUTOMATIC TRANSFER SWITCH 3 POLE, RATING AS NOTED SHUNT TRIP FUSE FUSE CUTOUT CIRCUIT BREAKER, 3 POLE EXCEPT WHERE o MCP ° 100AT NOTED. RATING IN AMPERES AS NOTED. IF o/ 100ATo)100AF TWO RATINGS APPEAR (EG. 100/625) THEN DEVICE IS MCP; NUMERATOR IS CONTINUOUS CURRENT RATING & DENOMINATOR IS INSTANTANEOUS TRIP SETTING. «0» POWER CIRCUIT BREAKER DRAWOUT ABOVE 1500V RATING AS NOTED E n OL AS VS AO —M— _L., T VFD SPD MOTOR HEATEF CURRENT TRANSFORMER VOLTAGE TRANSFORMER POWER OR DISTRIBUTION TRANSFORMER RATING AS NOTED MOTOR. NUMBER INDICATES HORSEPOWER GENERATOR CONTROL PACKAGE PROVIDED WITH THE DRIVEN EQUIPMENT BUS STAB ON MCC OR SWITCHGEAR, CORD & PLUG CONNECTION FOR MOTORS THERMAL OVERLOAD * A -AMMETER V -VOLTMETER WH - WATTHOUR METER AMMETER SWITCH VOLTMETER SWITCH ELEMENTARY DIAGRAM REFERENCE NUMBER KIRK KEY INTERLOCK POWER RECEPTACLE FOR PORTABLE EQUIPMENT RELAY DEVICE FUNCTION, # PER ANSI NUMBER C37.2 TERMINATOR / POTHEAD SPLICE, TERMINATION MOTOR STARTER NUMBER INDICATES NEMA SIZE CAPACITOR- KVAR INDICATED VFD - VARIABLE FREQUENCY DRIVE SS - SOLID STATE STARTER VFD WITH BYPASS CONTACTOR, CONTACTOR NEMA SIZE AS INDICATED SS STARTER WITH BUILT-IN FULL SPEED CONTACTOR SURGE PROTECTIVE DEVICE MOTOR HEATER ELEMENTARY DIAGRAM SYMBOLS ® FUSE. RATING IN AMPERES O MOTOR ELAPSED TIME METER 000NTROL DEVICE COIL. PREFIX NUMBER, ** WHEN USED, DISTINGUISHES BETWEEN DEVICES OF THE SAME TYPE. ** ALT -ALTERNATOR CR - CONTROL RELAY GR- GENERAL RELAY ISR - INTRINSICALLY SAFE RELAY LR - LATCH RELAY PR - PROBE RELAY SV - SOLENOID VALVE TD - TIME DELAY RELAY TR - TIMING RELAY 32i I INDICATING LIGHT ON OFF ON OFF START 00 O 0 STOP 020 PUSH -TO -TEST INDICATING LIGHT COLORS: A -AMBER R - RED B - BLUE N - NEON C - CLEAR W -WHITE G - GREEN Y -YELLOW SINGLE POLE SWITCH NORMALLY OPEN / CLOSED EMERGENCY PUSHBUTTON NORMALLY OPEN / CLOSED START STOP PUSHBUTTON O 0 0.1_0 NORMALLY OPEN / CLOSED oTo o% oho SWITCH 1 -POLE / 3 -POLE o'71: MULTI -POSITION SELECTOR SWITCH 0 H O A — fro 0 H O R I JI _ t o 0E — 0— —o- 0--1 ITT LO X1 X2 AMP/FRAME 010 010 0 0 0\1 AMPS o/ POLES NO NC CR CR -I I- 1-k T HAND -OFF -AUTOMATIC SWITCH X -INDICATES CONTACTS CLOSED HAND -OFF -REMOTE SWITCH X -INDICATES CONTACTS CLOSED TERMINAL CONTROL POWER TRANSFORMER CIRCUIT BREAKER, MCP 1 -POLE / 3 -POLE GROUND CONNECTION INSTRUMENT CONTACT NORMALLY OPEN / CLOSED BUS STAB ON MCC; CORD & PLUG CONNECTION FOR MOTORS SCR CROSS REFERENCE TO ANOTHER DIAGRAM NORMALLY OPEN CONTACT ON THE OTHER DIAGRAM 2-2, 3, 00, 0 L SPARE CONTACTS ON RELAY. IF OMITTED, THEN THE SPEC. REQUIREMENTS REGARDING SPARE CONTACTS APPLY. NORMALLY CLOSED CONTACT ON THIS DIAGRAM SENSING SWITCHES CLOSE ON SENSED VARIABLE RISING FALLING FS �FSo FLOW LS LS LEVEL PS PS of Gr PRESSURE o...52 TS TEMPERATURE o LIMIT SWITCHES ZS q� o CLOSE ON REACHING LIMIT ZS 0.<30 CLOSE ON LEAVING LIMIT TIMED CONTACTS SYMBOL NORMAL OPEN TO CLOSED TO CLOSED OPEN TR orOPEN DELAYED INSTANTANEOUS TR 0-1A 0 CLOSED INSTANTANEOUS DELAYED TR o OPEN INSTANTANEOUS DELAYED TR OTT CLOSED DELAYED INSTANTANEOUS ELEMENTARY DIAGRAMS El UNDERLINED WORDS SHOWN AT A PUSHBUTTON, LIGHT, SELECTOR SWITCH, ETC. INDICATE THE LEGEND PLATE REQUIREMENT FOR THAT PARTICULAR DEVICE. ANY ADDITIONAL NAMEPLATES ARE INDICATED ON ELEVATIONS WITH THE REQUIRED NAMEPLATE INSCRIPTIONS. E2 "NORMAL" STATUS OF SWITCHES OR CONTACTS IS THE SHELF POSITION. E3 NUMBERS AND LETTERS IDENTIFY DEVICE. BUZZER IJ OL o'Xro BELL 8 HORN THERMAL OVERLOAD 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED XXX DRAWN XXX REV DATE BY DESCRIPTION CHECKED/APPROVED XXX 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS O. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS 8 CITY LO OF PA ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT ELECTRICAL LEGEND AND ABBREVIATIONS VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-0001 SHEET NO. OF XX 1 2 3 5 6 7 9 10 11 12 13 A B C D E F G ast Saved B cto -12-18 02:36pm 4 5 6 1 1 D 1 1 IO I 1 I I ( it { I I I 7h c 4ener 4 7f°uen,V 3ax 11 I I ;, See a/o,/F 5/,. I34 1 (E)RECEPTACLE TO REMAIN 1 -{L.I If I1 it I L °' j L /'',, k Gr- -,.1- --v 7 /-Kci fl''E9 /JYi+ir REPLACE 'ter 1/8 °. rc !✓/ CY� aN/5 nrl /5/i? u 1 I 5c,' S ecs,/ !ELI 1- 1 H. Ss_. I - 5c • -, 7h) /7 ,4c ,�9s 1 \I 'I J I, ii 1 w1 0,9 •515cf REV DATE BY c.rv:n I I (E) RECEPTACLE TO REMAIN 11 •vc,rrm ar, 11 11 Ii rl l ter{ 1147 }I I :513 11 11 r .l 1 .--- t 1 I I,I I I (E) RECEPTACLE TO REMAIN (E) RECEPTACLE TO REMAIN I '_ T1 REPLACE •,ML rNE/' 1,ECEp�i.75h! :1.f.7. 1 1 /2'.4/1,..pri 4,-147' ,- pima • aecr /3/'-)� (E) RECEPTACLE d' ,. TO REMAIN 1 'Li�c Th,cke.^, e, -T %'7r'uel7r rd/.+ See de3s 5! 34 .. 1 0 (E)RECEPTACLE TO REMAIN (E)RECEPTACLE TO REMAIN - I II 1 I II - FI -- 1 _.._.__11 LL- a J. (E) RECEPTACLE TO REMAIN I )1 L.CCTOR vr:HA I { NEW WP GFCI NEMA 5-20R WITH WEATHERPROOF IN USE COVER ,V13;t4 -� -r-, -- --1 t 7- I jtrE NO ec S/ ec5� c1 ▪ I 1 III I N 1 1 1 1 ti i ! 1 L tl i t AL I� _J _11 LL L i -n -L .+r II I t 4\1 C c�/ink 7 niraus • Ifs yr 1 f/ ra�dra;% I a u.c1e ��� u✓aef WWI { I k I : Porp)per Woi/ re//ct:. 5h. 6 1 5CrJ".J 5 -?O +ry I{ 1 NEW WP GFCI /1R/V I:VD. ' II 1 I 1,-��.J III I I I NEMA 5-20R WITH (gee .;.,01C:41.51) -- ! 11 1 `-' 1 ec s C} a :r lj I 1 1 WEATHERPROOF p \ (E) RECEPTACLE IN USE COVER TO REMAIN See r�C,� lhe/ow I I F <k /k 495,1 -I' II 1I LL 11 II 11 1 1 1 l -r-r- Cr- I a , , i --.L /% '`,rfu,n Gkf17 ,�' 1 /� ncs: 'Y' 1 I II li II :� I li I ; Et.. -' I II 1' II 11 01� 1' is 1 f1 _ 1 Li_ 1L:L L L L J�- ....LL U I J_� L I- T. I T r T � I �-�-=--r --- 77 �- j 1 I 1 1 E-: e I { 1 I /S¢ Li,a1� .,r O LJn;a U' ,, .P✓ ;I 1 { 1 1 . 1 I r,:, o,T Insun,, r 1 N • I I ! I ! I - -('•v' 4.`�, 1r 7-;::::;/''Z-1 i1 ' NEW 480V PIN & SLEEVE ' i 11 = I I 1 1 RECEPTACLE TO MATCH I ---111 I -,1 I� \� l 1 EXISTING �- 1_1 I I i I - h 1 Tit f 1 ?T I TTY il (T- 1 { 1 1 I 11 ! I I 1 1{ 1 REPLACE (E) LIGHT :iCJ� 9 T ROLL r I -_. ( y (See 15pe sj = I I -1 3 . II II F111 � � I I e --I 1 { 1 I It II I I �q�� 1 dr c0,_ TON M„�"'C�:+FNi•5NJ I rJR f tv NO.. 5 ("Roe .:,c• s/ jI j II 11 ;1 11 1 (E) RECEPTACLE TO REMAIN REPLACE "--"'---"�i I Bach =J (E) RECEPTACLE TO REMAIN ;'70Se corn I 1- _I -I --- - -_--- I ka • -tom'. . N I I ? �t l Iy- 1, 1I --- - _1-t 1'O j %50 I{ 4. f 11 I I 1 11 ;I �- CJr " 1 TROJG/J DRY 14A NO. 7 ,4 -I $e2' r" -- \,\ 11 1 ' (E) RECEPTACLE °-I 1 { TO REMAIN -- ---T 1-- ,!^ -.-' ")-d REPLACE _.--'---._ 1- - 1 1 I 'I I II (E) RECEPTACLE TO REMAIN I I DD i1 II _ 1 I --1.1----\-1-7--- -T T 1 6' p ,1L l CC i 1 /OR i r C 4A//S,.i _ 4�I E1'I✓E tiO.5 (1. -Fee ;Yt t -- REPLACE 44,...,/,',, .,rte I r I 1 11 I 1 — L -- 1 (E) RECEPTACLE TO REMAIN T I I 11 F. 1 1 11 g,,.,:t....1, 1 ` -f-(- - I � ,__ , 1 I II L• r it A--CTCN .W �y 4VJ5M I I I I /79IVE ,VO. /( roe 5/oecs i' 1 I 77//CI 0/E R OR/UE REPLACE 1, '----A"-' /I'`L�'n, 44.,-2,`,4-79 ,�E -/ ,nr'ISI/ NO./ 1 • •-2-.43.::,1 T�„ 1 (5ee L vec I ' I -� TO REMAIN • ACLE tl , • 1 REPLACE (E) LIGHT FIXTURE WITH LED FIXTURE II 11 NEW WP GFCI FIXTURE WITH LED NEMA 5-20R WITH FIXTURE WEATHERPROOF 1 IN USE COVER 1 I%� I 1 1 1 _L_1.,,,,,, 1 L e a J1 J L o J L , T -n I I 1 1 1� +_',� I 11 I I h I o;. 1 I NI? I� I _ II I (E) RECEPTACLE 1 I j..rp TO REMAIN - --'-1 a1 n51 REPLACE -11 .„'..1 -1.1� R) I ' ' I.r7EE i�Jp7P de OW "` , I, . rp� i I I :d�,i I , TO REMAIN ACLE _- q1 LI IR 1� I coon. 1' L' LL -L'I ' L L _Li_ -_ II F r� C1 I iYOse hC i+"'{ T r 1 II I II Id 11 ‘' ii.' I { I 1 SCC i;5TOCG%I I I f I 1 r.t1 I ti I I I ;`5ee1 4 &Ts) I I 1 1 I I I I 1 (E) RECEPTACLE I a~ TO REMAIN -1J o II II II I I' '1 Jr L 'ii J d a _L Ll_--- LL L L Li 1 L LI ___________I-1 r I 1- 0 1 1 REPLACE ------, i I 1 i j 11 i I II -- -_*� I {' l II 11 Z 1 k I 1 { L l l 1 l I' p ! I !C urn v l! II �, a I ,/,':::::.7 3 2.;7.../12:.;‘,..:1; r o J1 . I I n=1 V (E) RECEPTACLE I N, (E) RECEPTACLE I,, I _ (E) RECEPTACLE - ! REMAIN I -- ^ ' 1 TO REMAIN � �Fa � fff TO TO REMAIN -- i I REPLACE _. '._:-{--_ 1 REPLACE REPLACE TF L 11 (E) RECEPTACLE TO REMAIN • 1L• .N N 1 3/ A PLAN NORTH 6,-01,779 j .h'eCt,0 20J/0P / 2%i "PVC -So,Ure A b,/tan s;do ofdeci,s/ab rr.fh <appnv ac/ have.cs. /?V -1/0177. Grc/i(7Q Rec/ Patens REPLACE ' 1 I �/� ra uin G 1jl I' ` See De/ ad 5/; ../5 DECK PLAN 744 10 20 I I I' S:um Tic -{Lich IJ : :wprl�+ir/ SI'.O/f 5p4-,,!aZ� %Bar J. -l- -I 1 Li r]r h=d ai rr; rg. - { 1 1I (Ts;A1 I I I I :Deck e 1 6 I (E) RECEPTACLE TO REMAIN NOTES: 1. ADDITIONAL SITE INVESTIGATION TO BE PERFORMED TO DETERMINE CONDITION OF EXISTING 120V RECEPTACLES. NEW RECEPTACLES TO BE PROVIDED AS NEEDED TO MEET THE RWQCP's REQUEST OF RECEPTACLES APPROXIMATELY EVERY 50' AROUND PERIMETER OF THE PSTs. INTERMEDIATE PUMPING STATION DIVERSION BOX RAS MIXING BOX 30% DESIGN - NOT FOR CONSTRUCTION DESCRIPTION DESIGNED MJS DRAWN MJS CHECKED/APPROVED SLS USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT ELECTRICAL SEDIMENTATION TANKS AND THICKENERS DECK PLAN VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-2003 SHEET NO. OF XX 1 1 D 1 1 as ave. - . c o - - • .Pro I 1 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 11 XREFS:I X-186800400—EQPM—ROOM 1 XR—PaloAlto—Border 1 186800400-110—E-4001 1 E—stamp—SSchuler A B C D E F E 7 2G (E) LOCK -OUT -STOPS TO BE REPLACED WITH NEW DEVICES. (N) LOS DEVICES TO BE ALIGNED WHERE IT IS ACCESSIBLE IN THE WALKWAY NEAR THE EQUIPMENT IT IS SERVING. SLUDGE SLUDGE SLUDGE SLUDGE SLUDGE TRANSFER TRANSFER TRANSFER TRANSFER TRANSFER PUMP3B PUMP3A PUMP2B PUMP2A PUMP1B O O ❑O O al E E E E E SLUDGE PUMP ROOM PRIMARY PRIMARY PRIMARY PRIMARY SLUDGE SLUDGE SLUDGE SLUDGE PUMP 1A PUMP 1A ❑ PUMP 2B PUMP 1B O E O E O E O E E O E O E O E PRIMARY PRIMARY PRIMARY SLUDGE SLUDGE SLUDGE PUMP 4A PUMP3A PUMP2A PRIMARY SLUDGE PUMP 1A OE OE OE MUFFIN MUFFIN MUFFIN MONSTER MONSTER MONSTER 1 2 3 V/////, //(E) MCC -F /// / /// PRINARY SCUM S1 IIIGE TRANSFER PUMP1B PUMP1 O SCUM TRANSFER PUMP 2 SCUM TRANSFER PUMP 3 SCUM MUFFIN MONSTER (E) PLC J C= 7 WAS PUMP No.1 O E WAS PUMP No.2 • E WAS PUMP No.3 • E WAS PUMP No.4 O E RAS PUMP No.1 EO RAS PUMP No.2 ❑ EO RAS PUMP No.4 ❑ EO ACTIVATED SLUDGE PUMP ROOM SWBD-3 MCC -G MCC -F SWBD-4 PROPOSED LOCATION OF NEW ELECTRICAL BUILDING AND ELECTRICAL DISTRIBUTION EQUIPMENT BLOWER ROOM r (E) MCC -G / (TO BE REMOVED) ri//( ////.///* (E) LOAD CENTER NO. 4 (TO BE REMOVED LOADS n TO BE FED FROM NEW SWBD-4 IN NEW ELECTRICAL BUILDING.) ELECTRICAL PLAN 0 5 10 LEI (E) MCC -H (TO BE REMOVED) P r (E) LOAD CENTER NO. 3 (TO BE REMOVED. LOADS TO BE FED FROM NEW SWBD-3 IN NEW ELECTRICAL BUILDING.) r/,/7 NN, 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED MJS DRAWN MJS REV DATE 80 DESCRIPTION CHECKED/APPROVED SLS USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT ELECTRICAL SITE PLAN EQUIPMENT & BLOWER ROOM VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-2004 SHEET NO. OF XX A B C D E F G L as Saved By: cto 4-12-15 02:36pm 4 2 3 5 6 7 8 9 12 13 2 3 4 5 6 7 8 9 10 11 12 13 FILENAME: 186800400-110—E-4001 7-10-16 08:56om NickLazarakis 11 XREFS:I X -186800400 —SITE 1 XR—PaloAlto—Border 1 E—stamp—SSchuler A B C D E F G 8'-6" DD *ALL DIMENSIONS ARE APPROXIMATE. 25'-4" NEW ELECTRICAL BUILDING 0 1 2 3 1/2"=1'-0" PANELBOARD \\N 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED MJS DRAWN MIS REV DATE BY DESCRIPTION CHECKED/APPROVED SLS ,oFESS/04\ (� ¢ No. 615453 a I. Exp. 6/30/19 4 USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT NEW ELECTRICAL BUILDING VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-4001 SHEET NO. OF XX 2 3 5 6 7 8 9 10 11 12 13 A B C D E F G ask Saved By: aka 4-12-18 02,36pm 1 2 LOAD CENTER 3 3 4 5 6 7 8 9 10 11 12 13 11, i 7-10-18 10:25am E: 186800400-110—E— A 6 C D E F G MCC 'G' NEMA 1 GASKETED 11000A POWER MONITOR 480V, 30, 4W, 1600A, 42,000 AIC PANEL'0' FEEDER 150A " 15A 3P ,)MCP 00 m MCC 'G' NEMA 1 GASKETED BLOWER 815 z z 2 0 Z LL gn 2 a 9 9 $ CC w w w w Lci LL 5 3 U U U 0 w w w W z0) z(3 z0) 0)0) LL ❑ LL ❑ LL ❑ ❑ U u N � 0 a Z 0U n U aw 0 Z 0 Z a ro N 0 0 RAS PUMP 2 OPS BLDG FEEDER RAS PUMP 4 WAS PUMP 2 WAS PUMP 4 MCP FEEDER > > > > > > 0 a 0 a a a <0 0) 0 0❑ <0 0 m❑ 0 0 00 0 y 0 y g 0 y 0 Y O Fw Fw Fw Fw gw Fw w O Vie w O W O w 0 w 0 41 U N U 41 U 41 0 W 0 41 0 0) LL w w N 2 Z K 1- ♦- F 0 ❑ 2 J 0 r88_ yg rnN 0 0 0 0 41 LL N ¢ 4) 41 K N K a0. as as as0)0 22 g0 as as PANEL 'PA' FEEDER 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED XXX DRAWN XXX REV DATE 8Y DESCRIPTION CHECKED/APPROVED XXX USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS 0. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT ELECTRICAL SINGLE LINE DIAGRAM I MCC -G VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-6001 SHEET NO. OF XX A B C D E F G 4 8 1 2 3 5 6 7 9 10 11 12 13 ask Saved By: cto 4-12-18 02:36pm 1 2 3 1 4 1 5 1 6 1 7 1 8 1 9 1 10 1 11 1 12 1 13 LOAD CENTER 4 XREFS:I XR—PaloAlto—Border 1 E—stamp—SSchuler I« -- B C D E F E 2G 0 P NEUTRAL GROUND ) 900A O MCC NEMA 1 GASKETED E - MONITOR POWER JE 6 ACTIVE HARMONIC UNIT 100A 480V, 30, 4W,1200A, 42,000 AIC 1) MCP7A )M7ACP ,1 _1 < 0 CO 0 0 0 ttm Ti rw ro w N0 00 N0 MCC NEMA 1 GASKETED 7A MCP 1)100A 1)100A I)15A I)15A 1)15A 1yo � � � � 3 3 M C )3P 3PA )3P 150A A n)3PA (F) SCUM PIT MIXER )MCP7A )3P15A ae 4 W W Z z uo RE Y Y Y F H 00 a W a W Q W W F O `CO) (00 m m0 mo 1000) (F) RAS PUMP 3 WAS PUMP 3 PLC MAIN BREAKER CAR CHARGER TANNER PACIFIC TRAILER BLOWER #12 THICKENER HOIST #4 15A " 15A 15A 3P 3P 3P 1)m )MCP50A 1 _ 2 2 W 0 • 0 0- 1 0) i 2 1 Z z z Ma M° - r, O O am dw ZLL 2O I -Z IL IL • fZ aZa dp m (_ 0 w y 1- 0 0 0 0 LL LT' LL U LU m m m 0 0 0 0 Z 1- m m 00 m a W W W W X m (0 K M 2,2 0 0 0 0 �a <a a <a as O a Om O a Om K� E. K� D -'O Q Va N� ti,- mn rn19 0D- ED. as as 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED XXX DRAWN XXX REV DATE BY DESCRIPTION HECKED/APPROVED XXX USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS 0. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS CITY LO OF PA ALT O REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT ELECTRICAL SINGLE LINE DIAGRAM II MCC -F VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-6002 SHEET NO. OF XX A B c D E F G C 4 8 1 2 3 5 6 7 9 12 13 ast Saved By: cto 4-12-18 02:36pm 1 1 2 5 1 6 7 1 8 9 1 10 13 tamp—SSchuler 1«-- -PoloAlto—Border 1 azarakis 11 XREFS:l FROM LOAD CENTER NO. 5 A B C FROM LOAD D CENTER NO. 5 E F E 2G 0 TJ 2000 KVA 1 1 ii 66000E00AT v U 0 1 80007 16000E (E) LOAD CENTER NO. 4 1 1 DEMOLITION SCALE: NO SCALE 2000 KVA v 1 1 2 600AT 600AF 1 800AT 1600AF (E) LOAD CENTER NO. 4 1 1 MODIFICATION SCALE: NO SCALE (E) LOAD CENTER NO. 3 \ 600AT 600AF 1000AT 1000AF 600AT 600AF 1 0 (� J\ 225AT225AF 2 U (E) LOAD CENTER NO. 3 ° \ 600AT 600AF U U )1000AT 1000AF ° \ 600AT 600AF ° 225AT 225AF 2 1000 KVA T 1 12.47KV-277Y/480V 3PH, 60HZ Z=5.75% 1000 KVA 12.47KV-277Y/480V 3PH, 60HZ Z=5.75% 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED MJS DRAWN MJS REV DATE BY DESCRIPTION CHECKED/APPROVED SLS USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT ELECTRICAL SINGLE LINE DIAGRAM III LOAD CENTERS 3 & 4 VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 110-E-6003 SHEET NO. OF XX A B c D E F G L as Saved By: cto 4-12-18 U2:36pm 4 1 2 3 5 6 7 8 9 10 11 12 13 2 3 4 5 6 7 1 8 9 10 11 12 1 13 E 11 XREFS:I XR—Polopjto—Border 1 A B C D E F VALVES GATE VALVE GLOBE VALVE 01 PLUG VALVE N CHECK VALVE I I". 1 DUCKBILL CHECK VALVE lei I BALL CHECK VALVE V PINCH VALVE Iszl DIAPHRAGM VALVE ICI BUTTERFLY VALVE 101 BALL VALVE IIII\���/��I�1 BALL VALVE CLOSED NEEDLE VALVE PLUG (COCK) rIg PRESSURE REDUCING REGULATING VALVE, SELF-CONTAINED BACK PRESSURE REGULATING VALVE, aii SELF-CONTAINED PRESSURE REDUCING REGULATOR WITH Do- EXTERNAL PRESSURE TAP X3 -WAY VALVE 11 4 -WAY VALVE L ANGLE VALVE PRESSURE RELIEF VALVE J, FOOT VALVE I * FC = FAIL CLOSED LC = LOCKED CLOSED * FO = FAIL OPEN LO = LOCKED OPEN N CLOSED DURING NORMAL OPERATION j SHADING INDICATES PORT TO BE CLOSED DURING II NORMAL OPERATION. DOT INDICATES PORT TO BE CLOSED DURING ALTERNATE OPERATION. VALVE OPERATORS D DIAPHRAGM —Ell CYLINDER OPERATOR DIAPHRAGM S SOLENOID PRESSURE BALANCED HAND SV SOLENOID VALVE O MOTOR FLOW PRIMARY ELEMENTS E ORIFICE PLATE SINGLE PORT PITOT TUBE OR PITOT-VENTURI TUBE VENTURI TUBE AVERAGING PITOT TUBE FLUME WEIR TURBINE OR PROPELLER -TYPE PRIMARY ELEMENT THERMAL MASS FLOWMETER POSITIVE DISPLACEMENT TYPE FLOW TOTALIZING INDICATOR VORTEX SENSOR TARGET TYPE SENSOR FLOW NOZZLE MAGNETIC FLOWMETER SONIC FLOWMETER ROTAMETER ROTAMETER WITH INTEGRAL VALVE LINES EQUIP ID MAIN PROCESS SECONDARY PROCESS INSTRUMENT CONNECTION EQUIPMENT ENCLOSURE EQUIPMENT TO/FROM IDENTIFIER SH (#) > REFERENCE SHEET/GRID NUMBER SYSTEM SYSTEM DESCRIPTOR 24" BW TOP MIDDLE BOTTOM AAABBBCCCDDD --I °R CONNECTED PIPE SYSTEM PIPE SIZE IN INCHES EQUIPMENT TAG (SEE EQUIPMENT ASSET TAGGING STANDARD) THREE DIGIT ITEM NUMBER THREE DIGIT EQUIPMENT CODE THREE DIGIT SYSTEM SERVICE CODE THREE DIGIT PLANT ZONE NUMBER MECHANICAL NOT CONNECTED MISCELLANEOUS 1 1 R T 9 r 0 00 00 MM FLANGE UNION Y STRAINER FLOW STRAIGHTENING VANE TEE CAM COUPLER WELDED CAP BLIND FLANGE REDUCER HOSE BIBB CONNECTION CHEMICAL PIPING FLEXIBLE CONNECTION/ FLEXIBLE HOSE FLEXIBLE TANK CONNECTION BRAIDED METAL HOSE METAL BELLOWS EXPANSION JOINT FLEXIBLE COUPLING FLANGED COUPLING ADAPTER SLUICE GATE OR SLIDE GATE DRAIN SPRAY NOZZLE DIAPHRAGM SEAL ANNULAR SEAL RUPTURE DISK, PRESSURE RUPTURE DISK, VACUUM PURGE THERMOMETER WELL CALIBRATION CYLINDER PULSATION DAMPER AIR RELIEF VALVE AIR RELEASE LEVEL PROBE CHEMICAL DIFFUSER INJECTION MIXER STATIC MIXER EDUCTOR/INJECTOR E * AV- AIR VALVE F- FILTER WATER LINE GRAVITY FLOW T- TRAP FH - FIRE HYDRANT MISCELLANEOUS r O 000 SILENCER) 1 1 VENT FLAME ARRESTOR BUBBLER HEAT TRACE SILENCER SNUBBER SONIC SENSOR DISCONNECT' 55 GAL DRUM 11 DENOTES SUPPLIED BY MFR STEEL TANK PLASTIC TANK FLAT TOP TANK OPEN TOP TANK PRESSURE VESSLES (VERTICAL AND HORIZONTAL) HORIZONTAL HEAT EXCHANGER VERTICAL HEAT EXCHANGER EQUIPMENT 1 X C1O\ ) O 0 cED (1 L r \ MIXER VERTICAL TURBINE PUMP SUBMERSIBLE PUMP PUMP BLOWER PUMP METERING PUMP PUMP PROGRESSIVE CAVITY ROTARY PUMP PERISTALTIC PUMP TURBINE PUMP HORIZONTAL SCREW CONVEYOR INCLIINED SCREW CONVEYOR BELT CONVEYOR VERTICAL TURBINE PUMP HEAD VERTICAL TURBINE PUMP T -HEAD VERTICAL TURBINE PUMP CAN VERTICAL TURBINE PUMP INTAKE NOTES: 1. THIS ISA GENERALIZED LEGEND SHEET. 2. SEE ALSO ISA S5.1, S5.3 AND 57.3. 3. INSTRUMENTS MARKED WITH AN ASTERISK ARE FURNISHED WITH THE EQUIPMENT. 4. REFER TO ISA RP7.7 FOR INSTRUMENT AIR QUALITY STANDARDS. TYPICAL CONNECTION IN -LINE DEVICE DIRECT CONNECTION TO PROCESS TEMPERATURE ELEMENT WITH WELL RADIATION OR SONIC SENSING FILLED SYSTEM, DIAPHRAGM SEAL CONNECTION EQUIPMENT CONTINUED SUBMERSIBLE PUMP DRIVE UNIT GATE -NORMALLY CLOSED GATE -NORMALLY OPEN 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED SLS USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT PID PROCESS LEGEND VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY A B C D E F DATE JULY 2018 G DRAWING NO. 110-1-0001 SHEET NO. OF XX 4 1 I Lost Saved By: cto 4-12-18 02:36pm 2 3 5 6 7 8 9 10 11 12 13 1 2 3 4 5 6 7 8 9 10 11 12 13 11 XREF5:1 XR—PoIoAlto—Border 1 E—atornp—SSchuler I«-- A B C D E F T 0 G INSTRUMENT SYMBOL IDENTIFIERS FIRST LETTER (1) SUCCEEDING LETTERS (15) MEASURED OR INITIATING VARIABLE MODIFIER READOUT OR PASSIVE FUNCTION OUTPUT FUNCTION MODIFIER A ANALYSIS (2)(3)(4) ALARM B BURNER, COMBUSTION (2) USER'S CHOICE (5) USER'S CHOICE (5) USER'S CHOICE (5) C USER'S CHOICE (3a)(5) CONTROL (23a)(23e) CLOSED (27b) D DENSITY DIFFERENTIAL DAMPER E VOLTAGE (2) SENSOR (PRIMARY ELEMENT) F FLOW, FLOW RATE (2) RATIO (FRACTION) (2b) G USER'S CHOICE GLASS, VIEWING DEVICE (16) H HAND (2) HIGH (27A)(28A)(29) I CURRENT (ELECTRICAL)(2) INDICATE (17) J POWER (2) SCAN (18) K TIME, TIME SCHEDULE (2) TIME RATE OF CHANGE (12013) CONTROL STATION (24) L LEVEL (2) LIGHT (19) LOW (27b)(28)(29) M MOISTURE MOMENTARY MIDDLE, INTERMEDIATE N USER'S CHOICE (5) USER'S CHOICE (5) USER'S CHOICE (5) USER'S CHOICE (5) 0 USER'S CHOICE (5) ORIFICE, RESTRICTION OPEN (27a) P PRESSURE, VACUUM (2) POINT (TEST) CONNECTION Q QUANTITY (2) INTEGRATE, TOTALIZE INTEGRATE, TOTALIZE R RADIATION (2) RECORD (20) RUN S SPEED, FREQUENCY (2) SAFETY (14) SWITCH (23b) STOP T TEMPERATURE (2) TRANSMIT U MULTI VARIABLE (2)(6) MULTIFUNCTION (21) MULTIFUNCTION (21) MULTIFUNCTION (21) V VIBRATION, MECHANICAL ANALYSIS (2)(4)(7) VALVE, DAMPER, OR LOUVER (23c)(23e) W WEIGHT, FORCE (2) WELL, PROBE X UNCLASSIFIED (8) X AXIS (11c) ACCESSORY DEVICES (22) UNCLASSIFIED (8) UNCLASSIFIED (8) UNCLASSIFIED (8) Y EVENT, STATE, PRESENCE (2)(9) YAXIS (11c) RELAY, COMPUTE, CONVERT Z POSITION, DIMENSION (2) Z AXIS (11c), SAFETY INSTRUMENTED SYSTEM (30) DRIVER, ACTUATOR, UNCLASSIFIED FINAL CONTROL ELEMENT NOTE: NUMBERS IN PARANTHESES REFER TO EXPLANATORY NOTES IN ANSI/ISA-5.1-2009, SECTION 4.2 E / A� A: ISA IDENTIFICATION LETTERS (SEE TABLE OR REFER TO ANSI/ISA-5.1-2009; TABLE 4.1) C B: LOOP NUMBER, MINIMUM OF FOUR CHARACTERS (####) C: USER DESCRIPTOR p D. MEASUREMENT (REFER TO ANSI/ISA-5.1-2009; TABLE 5,2.2) E & F: PROCESS CONTROL DESCRIPTORS J-4 FUNCTION BLOCK DESIGNATORS SUMMING DIFFERENCE INTEGRAL DERIVATIVE MULTIPLYING DIVIDING CONVERT: • ROOT EXTRACTION • SQUARE ROOT xa EXPONENTIAL • HIGH SELECTING © LOW SELECTING • BIAS NONLINEAR OR UNSPECIFIED FUNCTION * E- VOLTAGE H- HYDRAULIC I - CURRENT 0 - ELECTROMAGNETIC, SONIC P - PNEUMATIC R - RESISTANCE (ELECT) A- ANALOG D- DIGITAL B - BINARY MISCELLANEOUS EQUIP EQUIPMENT ID TO/FROM IDENTIFIER SH (8) > REFERENCE SHEET/GRID NUMBER SYSTEM SYSTEM DESCRIPTOR INTERLOCK. NUMBER IS THE CROSS REFERENCE TO A SPECIFIC ELEMENTARY DIAGRAM OR TO A SPECIFIC CONTROL STRATEGY DESCRIBED IN THE SPECS PILOT LIGHT INSTRUMENTATION DEVICE & FUNCTION SYMBOLS J LOCATED IN FIELD VISIBLE AT LOCATION OPERATOR ACCESSIBLE J LOCATED ON MAIN PANEL VISIBLE ON PANEL FRONT OPERATOR ACCESSIBLE J LOCATED IN MAIN PANEL CABINET NOT VISIBLE ON PANEL FRONT NOT OPERATOR ACCESSIBLE JLOCATED ON SECONDARY PANEL VISIBLE ON PANEL FRONT OPERATOR ACCESSIBLE J LOCATED IN SECONDARY PANEL CABINET NOT VISIBLE ON PANEL FRONT NOT OPERATOR ACCESSIBLE J SHARED DISPLAY PRIMARY CHOICE C D D A \B) \B_/ \(A C B) B SHARED DISPLAY ALTERNATE CHOICE C D D D D D a B < R a Pi COMPUTER SYSTEMS /—A— C B D C B DD Fp:C U3_7 AmwC B D C B D J DISCRETE C '''s -B ---)D D C I", C B D C B D C" -II -7D J-6 HANDSWITCH DESIGNATORS HOA HAND -OFF -AUTO LR LOCAL -REMOTE HOR HAND -OFF -REMOTE OC OPEN -CLOSE F -R FORWARD -REVERSE OCA OPEN -CLOSE -AUTO 1-0 ON -OFF NM AUTO -MANUAL INSTRUMENT SERVICES AS >- INSTRUMENT AIR SUPPLY (NOTE 4) ES 120 VAC ELECTRICAL SERVICE (DIFFERENT VOLTAGES ARE SPECIFICALLY NOTED) PLC INPUT/OUTPUT DISCRETE INPUT T ANALOG INPUT I II Y DISCRETE OUTPUT IlrT ANALOG OUTPUT I I INSTRUMENT LINE SYMBOLS INSTRUMENT OR CONNECTION TO PROCESS PNEUMATIC SIGNAL / 1/ ELECTRIC ANALOG SIGNAL ELECTRIC DISCRETE SIGNAL — — } — — } — — } — HYDRAULIC SIGNAL — L CAPILLARY TUBE — X ELECTROMAGNETIC OR SONIC SIGNAL (GUIDED) ELECTROMAGNETIC OR SONIC SIGNAL (UN -GUIDED) INTERNAL SYSTEM LINK (SOFTWARE OR DATA LINK) ELECTRIC SIGNAL LINE ARROW HARDWIRED INTERLOCK LINE BREAK OR GAP ELECTRICAL X I}I — I I CONNECTED 0— —0— —0— —o NOT CONNECTED FIBER DEVICE LEVEL RING F10 COPPER DEVICE LEVEL RING C10 HART H H MODBUS MB MB — SERIAL S S CONTROL NET CN CN — COPPER ETHERNET — C C — FIBER OPTIC ETHERNET — F F — WIRELESS ETHERNET W W — DEVICENET — DN DN — PROFIBUS DP — PBD PBD — PROFIBUS PA — PBA PBA — NOTES: 1. THIS ISA GENERALIZED LEGEND SHEET. 2. SEE ALSO ISA S5.1, S5.3 AND S7.3. 3. INSTRUMENTS MARKED WITH AN ASTERISK ARE FURNISHED WITH THE EQUIPMENT. 4. REFER TO ISA RP7.7 FOR INSTRUMENT AIR QUALITY STANDARDS. 5. REFER TO DIVISION 17, ABBREVIATION APPENDIX FOR SPECIFIC NOMENCLATURE. 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED NCL DRAWN ROO REV DATE BY DESCRIPTION CHECKED/APPROVED SLS USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS & SCIENTISTS C CITY OF PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT PID INSTRUMENTATION LEGEND VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING 0 1 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY DATE JULY 2018 DRAWING NO. 1.1.0-]:-0002 SHEET NO. OF XX A B C D E F G 4 1 2 3 5 6 7 8 9 10 11 12 13 ask Saved By: cko 4-12-16 02:36pm 1 2 3 4 5 6 7 8 9 10 11 12 13 FILENAME: 186800400-110—I-6001 7-09-18 02:55pm NickLozomkis 11 XREFS:I XR—PoloAlto—Border 1 E—stamp-5Schuler I«-- A B C D E F G SCADA SED TANK COLLECTOR (TYP) / IN IN AUTO ON/OFF HAND AUTO FAIL RUN START ON/OFF ON/OFF ON/OFF rWP F / MH-VMA/ MF- V�/MF V MC SP WP rWP SP, ��-fir 0 0 -.1‘ _-r 0 0 0 0 0 0 0 LOCAL 0 CONTROL PANEL 1O 1 1 0 1 0 1 1 1 1 0 0 0 0 0 1 1 1 1 0 0 x x x x x x x x x x x x x x x x x x I I I I I MOTOR CONTROL CENTER I I I I I I I I ` I \ L HS _ HOA I I I I I ) I PST NO. 3 ONLY a a n I 1 1 L_ i SED TANK COLLECTOR SED TANK#XA COLLECTOR SED TANK #XB COLLECTOR M FROM 3W SYSTEM 1 1/2" W3 (E) TO SLUDGE w I X THICKENERS — — —1 SKIMMER DRIVE X 1< M M H H I \ \ WS u M 11 \ \ I TO EFFLUENT CHANNEL I I 0\ X T ws J L 7 / \ / TO EFFLUENT CHANNEL X X FROM INFLUENT CHANNEL a / (E) PRIMARY SEDIMENTATION TANK \ N TO EFFLUENT CHANNEL `v \ w / - SS X [ (_> - _ _ \ _ _ _ TO EFFLUENT CHANNEL X r ss L _ - 7 J , _ SS PST NO. 1 AND NO. 2 SHARE I— I E SED TANK ( ) SLUDGE TRANSFER PUMP TO SCUM SYSTEM E B" SCUM �— PST NO. 3 ANDN . LINE. PST NO. 3 AND NO.4 SHARE A COMBINED SCUM LINE J O E TO SLUDGE PUMPS 6" PS (E) X I_ J PST NO. I,2, AND 30% DESIGN - NOT FOR CONSTRUCTION DESIGNED TBD µpFESS/ ,g-oy Sc4,,t 't ¢ No. 815453 �^ rca, Exp. 6130/19 a� Jy‘Z4cTR I C'''''''' 1F t, OF cAL1 - _ USE OF DOCUMENTS THIS DOCUMENT, INCLUDING THE INCORPORATED DESIGNS, IS AN INSTRUMENT OF SERVICE FOR THIS PROJECT AND SHALL NOT BE USED FOR ANY OTHER PROJECT WITHOUT THE WRITTEN AUTHORIZATION OF KENNEDY/JENKS CONSULTANTS ®. Kennedy/Jenks Consultants ENGINEERS&SCIENTISTS OCITY O F PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANKS REHABILITATION AND EQUIPMENT ROOM ELECTRICAL UPGRADE PROJECT VERIFY SCALES BAR IS ONE INCH ON ORIGINAL DRAWING JUDATE LY 2018 DRAWING NO. 7 T L DRAWN ROO PROCESS AND INSTRUMENTATION DIAGRAM TYPICAL PST 0 11o_I_VO01 IF NOT ONE INCH ON THIS SHEET, ADJUST SCALES ACCORDINGLY CHECKED/APPROVED TBD SHEET NO. OF XX REV DATE BY DESCRIPTION 1 2 3 4 5 6 7 8 9 10 11 12 13 A B c D E F G ask Saved By: cko 4-12-18 02:36pm Appendix D: Preliminary Specification List Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page D-1 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page D-2 Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx PROJECT SPECIFICATIONS FOR CITY OF PALO ALTO PALO ALTO REGIONAL WATER QUALITY CONTROL PLANT PRIMARY SEDIMENTATION TANK REHABILITATION AND ELECTRICAL UPGRADE PROJECT TABLE OF CONTENTS DIVISION 00 — NOT INCLUDED DIVISION 01 — NOT INCLUDED DIVISION 02 - EXISTING CONDITIONS 02 41 00 Demolition DIVISION 03 — CONCRETE 03 10 00 03 15 00 03 20 00 03 30 00 03 30 30 03 35 00 03 93 50 Concrete Formwork and Formwork Accessories Concrete Joints and Accessories Concrete Reinforcement and Reinforcement Supports Concrete Mixtures, Handling, Placing and Constructing Concrete Curing and Protection Concrete Finishing Repair of Defective Concrete DIVISION 05 — METALS 05 09 00 05 50 00 05 73 00 Structural Metal Fasteners Metal Fabrications Aluminum Component Railing System DIVISION 09 — FINISHES 09 90 00 Painting 09 96 00 High -Performance Coatings DIVISION 11 — EQUIPMENT 11 00 00 General Equipment and Mechanical Requirements DIVISION 13 — SPECIAL CONSTRUCTION 13 12 20 Pre -Engineered Metal Building Systems DIVISION 26 — ELECTRICAL 26 05 00 26 05 06 26 05 19 26 05 26 26 05 33 26 05 33.16 26 05 73 26 05 84 26 08 00 26 18 23 26 22 13 26 24 16 26 27 26 26 28 00 26 29 24 26 42 60 26 50 00 General Electrical Requirements Underground Electrical Work Low Voltage Conductors Grounding System Raceways, Fittings, and Supports Junction and Device Boxes and Fittings Coordination Ac Flash Study Electric Motors Commissioning of Electrical Systems Surge Protective Devices Low Voltage Dry -Type Transformers Panelboards Wiring Devices Overcurrent Protective Devices Control Devices Galvanic Anode Cathodic Protection System for Buried Metallic Structures Luminaires DIVISION 31 — EARTHWORK 31 00 00 31 62 00 Earthwork Precast, Prestressed Concrete Piles DIVISION 32 — EXTERIOR IMPROVEMENTS 32 12 16 32 16 00 Paving Concrete Curbs, Gutters, and Sidewalks DIVISION 40 — PROCESS PIPING AND INTEGRATION 40 27 00 40 60 00 40 60 10 40 63 10 40 68 20 40 71 00 40 78 00 Piping, Valves and Accessories General Instrumentation & Controls Requirements Instrument Schedule PLC Modification Input -Output Schedule Process Control Strategies Flow Bypass Systems Panel Mounted and Miscellaneous Field Instrumentation 40 92 13 Electric Actuators Motorized Valves DIVISION 43 — PROCESS GAS AND LIQUID HANDLING, PURIFICATION AND STORAGE EQUIPMENT 43 26 00 Sluice Gates, Slide Gates, and Stop Logs THIS PAGE INTENTIONALLY BLANK Appendix E: Preliminary Opinion of Probable Construction Cost Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page E-1 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page E-2 Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx KENNEDY/JENKS CONSULTANTS OPINION OF PROBABLE CONSTRUCTION COST BASIS OF ESTIMATE PROJECT INFORMATION Client: Palo Alto Project: Primary Sedimentation Tanks Rehabilitation and Equipment Room Electrical Upgrade Project KJ Job No.: 1868004'00 Estimate Date: 7/12/2018 Prepared By: JLH Estimate Type: 30% Design AACE Class Level Estimate : 4 ESTIMATE DOCUMENTS: DRAWINGS: 30% Submital Drawings Dated July 2018 DOCUMENTS: Preliminary Design Report dated July 2018 SOURCE OF COST DATA: Published estimating material, Means data, similar job data, drive equipment vendor budget level quotes provided by equipment suppliers, budget level quotes from MCC equipment suppliers ESTIMATE ASSUMPTIONS: The followings assumptions were made in the preparation of this estimate: This project will be design bid build project. Prevailing wage rates will apply. Project work will be phased to allow continued operation of plant processes. Some short shutdowns and temporary electrical work will be required. An allowance is included to extend conduits to location of new MCC's and to replace additional conduits. SPECIFIC INCLUSIONS: Division 1 costs are included at 8% of sum of the other construction costs. This allowance is to cover mobilization, demobilization, construction facilities for contractors use, coordination, startup, and contractors project specific supervisory costs. Taxes on materials are included at 7.75% of material costs. Bonds and Insurance are included at 2.5% of sum of the other construction costs. Contractors Overhead and Profit are included at 15% of sum of the other construction costs. An allowance is included for removal and disposal of potentially contaiminated soils at the location of the electrical enclosure foundation. The estimate includes a allowance for additional repairs to concrete if determined to be required during construction phase. SPECIFIC EXCLUSIONS: The estimate does not include the following: Asbestos/ Lead Abatement Provision of trailers or facilities for Owner's use during construction. Special Inspections Real-estate Procurement, Legal, District Administration, Permitting, Finance, Construction Change Orders Costs MAJOR CHANGES FROM PREVIOUS ESTIMATE: N/A DESIGN & ESTIMATING CONTINGENCY: A design contingency of 20% has been included. Note: This allowance is intended to provide a Design Contingency allowance for items that are not fully developed at this stage of design. It is not intended to provide for a Construction Contingency for change orders during construction or to cover unforeseen conditions. ESCALATION: Escalation is included at 3% per year for a midpoint of construction in approximately Dec. 2019. Page 1 of 4 OPINION OF PROBABLE CONSTRUCTION COST (OPCC) AND PROJECT COST - SUMMARY Project: Palo Alto Building, Area: Primary Sedimentation Tank Improvements Estimate Type: ❑ Conceptual ❑ Preliminary (w/o plans) Design Development @ SUMMARY BY AREA ❑ Construction ❑ Change Order 30% Complete KENNEDY/JENKS CONSULTANTS Prepared By: Date Prepared: K/J Proj. No.: Current at ENR Escalated to ENR Months to Midpoint of Construct JLH 6 -Jul -18 1668009'00 N/A N/A 18 ITEM NO. ITEM DESCRIPTION MATERIALS INSTALLATION SUB -CONTRACTOR TOTAL 1 Primary Sedimentation Tank Rehabilitation 349,120 199,338 3,185,075 3,733,533 2 Electrical Enclosure 113,704 23,704 95,333 232,741 3 Electrical Improvements 725,892 301,114 240,000 1,267,006 Subtotals 1,188,716 524,156 3,520,408 5,233,280 Division 1 Costs (a@ 8% 95,097 41,932 281,633 418,662 Subtotals 1,283,813 566,088 3,802,041 5,651,942 Taxes - Materials @ 7.75% 99,496 99,496 Subtotals 1,383,309 566,088 3,802,041 5,751,438 Bonds and Insurance @ 2.50% 143,786 Subtotals 1,383,309 566,088 3,802,041 5,895,224 Contractor MU for Sub @ 12% 456,245 456,245 Subtotals 1,383,309 566,088 4,258,286 6,351,469 Contractor OH&P @ 15% 207,496 84,913 638,743 931,152 Subtotals 1,590,805 651,001 4,897,029 7,138,835 Estimate Contingency @ 20% 1,427,767 Subtotals 8,566,602 Escalate to Midpt of Const. @ per year 3% 388,374 Estimated Construction Cost (rounded to nearest $10k) 8,950,000 NOTES: (1) In accordance with American Association of Cost Engineers (AACE), this OPCC has a range of accuracy of +50%/-30% consistent with an FACE Class 4 estimate. Page 2 of 4 Estimated Ran of Probable Cost - Bid Price +50% Total Est. -30% $13,425,000 $8,950,000 $6,265,000 OPINION OF PROBABLE CONSTRUCTION COST (OPCC) - DETAILED BY AREA Project: Palo Alto Building, Area: Estimate Type: n Primary Sedimentation Tank Improvements Conceptual Preliminary (w/o plans) Design Development @ n Construction [1Change Order 30 % Compete KENNEDY/JENKS CONSULTANTS Prepared By: Date Prepared: K/J Proj. No. Current at ENR Escalated to ENR Months to Midpoint of Construct JLH 6 -Jul -18 1668009*00 N/A N/A 18 Item No. ID Description Qty Units Materials $/Unit Total Instal ation $1U nit Total Sub -contractor $/Unit Total Total 1 Primary Clarifier Renovations 1A Structural and Concrete Repairs to Existing Tanks Crack Repairs for Rooftop, Ceiling, and Walls Roof Crack Repairs (epoxy infection) horizontal 4400 LF 40 176,000 176,000 Ceiling Crack Repairs (epoxy injection) overhead 4300 LF 40 172,000 172,000 Wall Crack Repairs (chemical grouting) vertical 1200 LF 40 48,000 48,000 Rooftop Surface Treatment Water jetting to achieve CSP-3 35755 SF 1 35,755 35,755 Crystalline waterproofing slurry, 2 coats, horizontal application 35755 SF 3 107,265 107,265 Concrete Resurfacing Shotcrete resurfacing (ceiling over and T/ walls around effluent troughs only), 1"+ 6100 SF 31 190,320 190,320 Shotcrete resurfacing of walls, ceiling, and beams elsewhere, under 1" 14813 SF 21 308,100 308,100 Concrete Coating (Top 3 or 4 Feet of Headspace: ceiling, walls, beams) Water jetting to remove conc, existing coating, and achieve min CSP-6 55475 SF 14 776,650 776,650 Enduraflex 1988 nitrogen expanded coating, 250 mils 55475 SF 15 832,125 832,125 Re • lace Existin• Alum Covers with Alum Gratin Welded alum bar grating, 1.5" min, 300 psf min, 2.5' x 6' 40 EA 750 30,000 300 12,000 42,000 Welded alum bar grating, 1.5" min, 300 psf min, 3' x 8' 24 EA 1,200 28,800 480 11,520 40,320 Welded alum bar grating, 1.5" min, 300 psf min, 2..25' x 4' 4 EA 450 1,800 180 720 2,520 Remove Alum Hatch Lids Over Existing Scum Skimmer Hatches 3' x 18' 8 EA 270 2,160 2,160 Alum component guardrails around openings. 336 LF 75 25,200 50 16,800 42,000 Re•lacementofExistin• Effluent Trou • h Weirs w/ FG Weirs --- 9" wide fiberglass weirs 600 LF 15 9,000 5 3,000 12,000 316 SS 5/8" x 10" adhesive thru-bolts 624 EA 30 18,720 12 7,488 -_ 26,208 Replace Existing Lift Hooks Remove existing lift hooks 48 EA 300 14,400 14,400 New lift hooks 48 EA 250 12.000 600 28,800 100 4,800 45,600 Allowance for additional concrete and reinforcing repairs at the PSTs 1 LS 100,000 100,000 100,000 Allowance for additional concrete and reinforcing repairs at the Effluent Channel 1 LS 200,000 200,000 200,000 1B Mechanical and Piping Repairs / Rehabilation E. ui. ment Drives: --- Demo Existing 3 Way Drives 4 EA r 3,680 -- 3,680 Electrical Disconnect Drives 4 EA 440 1,760 1,760 Supply and Install New Drives including Anchorage 12 EA 9,000 108,000 2,760 33,120 141,120 Scum Skimmers: 4 EA Demo Existing Skimmer Blade Wipers 4 EA 1,840 7,360 7,360 Supply & Install New Wipers , Angles, Hardware 4 EA 4,000 16,000 3,680 14,720 30,720 Remove Existing Slide Gate Actuated 1 EA 3,680 3,680 1,000 1,000 4,680 72" x72" Slide Gate Actuated 1 EA 58,000 58,000 3,680 3,680 2,500 2,500 64,180 CIPP of Scum Line 1 LS 117,800 117,800 117,800 Cathodic Protection for Scum and Sludge Lines 1 LS 34,000 34,000 34,000 RAS (36") Allowance for 36 -inch RAS Piping Segment Replacement 1 LS 75,000 75,000 75,000 36 -inch RAS BFV, 316 SS Stem, and Actuator Replacement 1 LS 14,000 14,000 6,210 6,210 2,000 2,000 22,210 Temporary Bypass Construction - 3 temporary bulkheads with pipe flanges 3 EA 9,200 27,600 10,000 30,000 57,600 2 Electrical Enclosure Building Prefab Enclosure for MCC's 400 SF 275 110,000 50 20,000 130,000 Piles for Electrical Enclosure 10 EA 5,000 50,000 50,000 Page 3 of 4 Item No. ID Description Qty Units Materials $/Unit Total Installation $/Unit Total Sub -contractor $/Unit Total Total Concrete Slab for Electrical Enclosure 15 CY 250 3,704 250 3,704 7,407 Utility Relocation at location of New Electrical Enclosure 1 LS 10,000 10,000 10,000 Allowance for characterization of contaminated soil 1 LS 2,000 2,000 2,000 Allowance for haul and disposal of contaminated soil 167 CY 200 33,333 33,333 3 Electrical Improvments Demo Existing MCC - F 1 EA 10,000 10,000 10,000 Demo Existing MCC - G 1 EA 10,000 10,000 10,000 Demo Existing MCC - H 1 EA 10,000 10,000 10,000 Conduit and Wire Demo 1 LS 50,000 50,000 50,000 MCC -F 1 LS 300,000 300,000 60,000 60,000 360,000 MCC -G 1 LS 275,000 275,000 55,000 55,000 330,000 Extend Conduits to new MCC location 1 LS 20,000 20,000 20,000 20,000 40,000 MCC Equipment Pads 2 EA 500 1,000 500 1,000 2,000 Wire- from new MCC's to connected equipment : In Pump Room (approx 40 LF) To Grinders (2-3 HP) 160 LF 0.56 90 2.30 367 457 to Primary Sludge Pumps (3HP) 320 LF 0.56 179 2.30 734 914 to Sludge transfer Pumps (7.5HP) 240 LF 0.56 134 2.30 551 685 to Scum Transfer Pump (5HP) 120 LF 0.56 67 2.30 275 343 to Scum Grinder (3HP) 40 LF 0.56 22 2.30 92 114 In Activated Sludge Pump Room (approx 100 LF) to WAS Pumps (5HP) 400 LF 0.56 224 2.30 918 1,142 to RAS Pumps (50HP) 300 LF 4.92 1,476 4.12 1,236 2,712 to RAS Pumps Valve Actuator (2HP) 200 LF 0.56 112 2.30 459 571 At Prim Sed Tanks Final Clarifier Drive (1 HP) 4 EA 0.56 2 2.30 9 11 Grit Pumps (15 HP) 4 EA 0.82 3 25.11 100 104 Grit Pump Crane disconnect 2 EA 0.56 1 2.30 5 6 Sed Tank Skimmer Drive (1 HP) 4 EA 0.56 2 2.30 9 11 Sludge Thickener Drive (1.5HP) (Approx 120LF average) 360 LF 0.56 202 2.30 826 1,028 Blowers 11-15(1 HP) (approx 150 LF average 750 LF 0.56 420 2.30 1,721 2,141 Motor Connection for New Collector Drives (1 HP) 12 EA 100 1,200 920 11,040 12,240 HOA at collectors 12 EA 800 9,600 300 3,600 13,200 Conduit to Drives PVC Coated RGS 800 LF 11 8,920 11 9,126 18,046 Wire to Collector Drives 2,400 LF 0.56 1,344 2.30 5,508 6,852 to Aerator Blowers (300 HP) (approx 100 Lf) 400 LF 20 8,000 13 5,033 13,033 Coredrills for new conduits 28 EA 150 4,200 4,200 Sprocket Monitoring System 1 LS 60,400 60,400 15,100 15,100 75,500 Temporary Electrical during cutover to new MCC's 1 EA 50,000 50,000 50,000 PLC Programming Modifications 1 EA 20,000 20,000 20,000 SCADA Programming Modifications 1 LS 20,000 20,000 20,000 Replace Light Pole Fixtures w/ LED Light Pole Fixtures 14 EA 1,762 24,668 1,000 14,000 38,668 Install New Top Deck Receptacle Outlets Stanchion Pedestals 2 EA 1,000 2,000 1,000 2,000 4,000 Conduit to Receptacle Pedestals 500 LF 11.15 5,575 11 5,704 11,279 Wire to Pedestals 500 LF 0.50 250 1 500 750 Ramp to cover top deck conduits 1 EA 5,000 5,000 2,000 2,000 7,000 Allowance for Additional Conduit Repair and Replacement 1 LS 150,000 150,000 150,000 Subtotals 1,188,716 524,156 3,520,408 5,233,280 Page 3 of 4 Appendix F: Preliminary Design of New Electrical Enclosure (Excluded from DRAFT PDR Submittal) Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade Page F-1 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_reportldraft pdr_07122018.docx THIS PAGE INTENTIONALLY BLANK Page F-2 Preliminary Design Report, Palo Alto RWQCP Primary Sedimentation Tanks Rehabilitation and Electrical Upgrade 11sfo61kjc-rootlkj-projectslsanfranciscolpw-proj1201811868004.00-paloaltorwgcp_pst_rehab109-reports19.09_report1draft pdr_07122018.docx CITY OF PALO ALTO City of Palo Alto (ID # 9629) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Green Purchasing Audit Status Title: Policy and Services Committee Recommendation to Accept the Continuous Monitoring Audit: Green Purchasing From: City Manager Lead Department: Public Works Recommendation Policy and Services Committee and the Office of the City Auditor recommends acceptance of the Continuous Monitoring Audit: Green Purchasing. Background At its meeting on June 21, 2018, the Policy and Services Committee approved and unanimously recommended that City Council accept the report. The attached report includes updates in interdepartmental Green Purchasing efforts, as discussed at the Policy and Services Committee meeting. The City Auditor's original report to the Policy and Services Committee and the transcript minutes are available on the City's Policy and Services Committee website. Attachments: • Attachment A: Green Purchasing Audit Update ID# 8900, June 21 2018 City of Palo Alto Page 1 CITY OF PALO ALTC City of Palo Alto (ID # 8900) Policy and Services Committee Staff Report Report Type: Action Items Meeting Date: 6/21/2018 Summary Title: Green Purchasing Audit Update Title: Staff Recommendation That the Policy and Services Committee Recommend the Qty Council Accept the Green Purchasing Audit Status Update From: City Manager Lead Department: Public Works Recommendation Saff recommends that City Council accept the attached Status of the City Auditor's Green Purchasing Program Audit Fbcommendations. Executive Summary Staff has completed or made progress on seven of the eight Auditor's recommendations. This report summarizes the progress made to date. Background In April, 2017 the City Auditor's Office issued an audit on the Qty's Green Purchasing Program. The purpose of the audit was to determine whether the Qty of Palo Alto complies with applicable green purchasing requirements in its purchases. The audit report presented one finding with a total of eight recommendations and 17 tasks. Saff from Public Works, Administrative Services, Utilities and IT have worked together to address the recommendations. Details are covered in Attachment A — Green Purchasing Audit Matrix Spring 2018. Attachments: • May 2 2018 Green Purchasing qpring 2018 Audit Final Qty of Palo Alto Page 1 STATUS OF AUDIT RECOMMENDATIONS GREEN PURCHASING PRACTICES — ISSUED 4/13/17 The City Manager has agreed to take the following actions in response to the audit recommendations in this report. The City Manager will report progress on implementation six months after the Council accepts the audit report, and every six months thereafter until all recommendations have been implemented. Recommendatioi Responsible • epartment(s) ® riginal Target Date and Respons mplementation Update and Expected Completion Date Finding: The City does not always purchases comply with applicable green purchasing requirements in 1. The City Manager's Office should clearly define the department(s) responsible for implementing green purchasing policies, determine if additional staffing and funding is needed to implement the policies, and provide the responsible department(s) with the authority to implement green purchasing across the City. The responsible department(s) should then: ASD/CMO Concurrence: Agree Target Date: August 1, 2017 Action Plan: Staff will prepare a document identifying the responsibilities, funding, and staffing needs as suggested. In progress. March 2018 Management Update: Roles, responsibilities and staffing needs were drafted by PWD, CMO and ASD. Funds for a 0.5 contract position have been requested as part of the FY 2019 budget and were not approved because of a federal law suit regarding contracted staff which may also pertain to City contracted staff. The issue is under review in the Attorney's Office. When a decision is made, the Green Purchasing Team will reconsider how best to increase staffing levels. 2. Consult with the Attorney's Office to align the Municipal Code as needed with green purchasing policies. ASD/Attorney Concurrence: Agree Target Date (see related Action Plan targets below): a) September 15, 2017 b) September 15, 2018 Action Plan: a) Determine which parts of municipal code, if any, need to be revised to reflect City policies. Complete March 2018 Management Update: On April 26, 2018 the Attorney's Office Confirmed that no revisions to the Municipal Code are necessary. Page 1 STATUS OF AUDIT RECOMMENDATIONS GREEN PURCHASING PRACTICES — ISSUED 4/13/17 Recommendation Responsible Department(s) Original Target Date and Response Status Implementation Update and Expected Completion Date b) Revise municipal code as needed. 3. Write and distribute consolidated procedures to implement green purchasing policies, including the 10 different areas in the EPP Policy and update existing policies and procedures to reflect current requirements, including recycled paper and p -card guidance. CMO/ASD/PWD Concurrence: Agree Target Date (see related Action Plan targets below): a) July 1, 2017 September 1, 2017 b) p c) April 22, 2018 d) Ongoing. Action Plan: a) Short term (12-18 months): Identify funding and/or staff to implement. This could be via consultant services or Office of Sustainability staff. b) P -Card: Confirm proposed revisions to P -Card guidelines, and integrate into PCard Guidelines, training, and approval process. c) Revise Recycled Paper Policy and procedures and develop an integrated City-wide paper reduction and recycled -content paper procurement plan. d) Draft/implement/revise policies and procedures as needed. In progress. March 2018 Management Update: 3a)Staff requested a 0.5 contracted position for FY19 to help implement Green Purchasing Program which was not approved. See Status Update in Recommendation #1. 3b) Completed. Staff revised P -Card Guidelines to reflect procurement requirements relating to zero waste, pollution prevention and other environmental policies. 3c) Completed. Staff have updated the Procurement of Recycled Paper and Recycled Paper Products Policy as suggested and renamed it the Paper Reduction and Procurement of Environmentally Preferable Paper Products Policy. This policy is currently under review by the CMO before it is added to the online policy manual. 3d)The paper policy (see #3c) and two fleet procurement policies (see #8) were revised. Page 2 STATUS OF AUDIT RECOMMENDATIONS GREEN PURCHASING PRACTICES — ISSUED 4/13/17 Recommendation Responsible Department(s) Original Target Date and Response Implementation Update and Expecte• Completion Date 4. Educate staff on green purchasing policies and procedures through various means, which could include citywide emails, p -card and other training, department staff meetings, and new employee orientations. ASD, CMO, PWD Concurrence: Agree Target Date: Ongoing as milestones in this document are achieved. Action Plan: Ongoing as milestones in this document are achieved. In progress. March 2018 Management Update: Some outreach has already been done, and outreach will be an ongoing task. Efforts to date include: • Don't Sprint to Print email campaign from Zero Waste group; • PCard guidelines and training have been revised to reflect prohibited purchases; • Purchasing is developing educational material in the City's "Comearound" self - training tool which will be completed by July 1, 2018; • Provided training to IT staff on April 24, 2018) about City policy to purchase EPEAT Certified products (Electronic Product Environmental Assessment Tool) Discussion about additional education and outreach beyond what has already been done will begin after FY2019 budget approval when potential contracted staff availability has been determined. 5. Evaluate the quality, performance, and cost of 40 percent postconsumer fiber paper towels, monitor the janitorial contractor's use of cleaning supplies and paper PWD/Facilities Concurrence: Agree Target Date (see related Action Plan targets below): a) April 22, 2018 (see 3c) b) Ongoing In Progress March 2018 Management Update: 5a) In progress. City's custodial contractor is now using Green Seal certified toilet paper and 100% recycled content toilet seat covers throughout City facilities, and hand towels are now 20% post -consumer content. Higher Page 3 STATUS OF AUDIT RECOMMENDATIONS GREEN PURCHASING PRACTICES — ISSUED 4/13/17 Recommendation Responsible Department(s) Original Target Date and Response Status T Implementation Update and Expected Completion Date products to ensure compliance with the green purchasing contract requirements, and evaluate the feasibility of including other green products such as Green Seal certified soap and green can liners in the next janitorial contract, as appropriate. c) September 1, 2017 Action Plan: a) Include evaluation of custodial paper products under 3c. b) Continue to monitor custodial contractor's use of Green Seal products. c) Analyze more environmentally preferable options for trashcan liners. content paper towels will need to be considered for the FY 2020 budget as costs of higher recycled content paper towels are $23,000 higher than what is currently purchased. 5b) Ongoing. Two types of hand soaps are currently used — one is Green Seal Certified and the other is Eco Logo Certified. 5c) In progress. Trash can liners with 70% post -consumer recycle content were evaluated and deemed acceptable. These liners meet EPA standard for recycle content. The cost to changeover to these liners is $8,000 annually with the City's custodial contractor. The request for additional funding for these liners was approved at the first phase of the FY 2019 budget process, and if approved by Council will be used as standard practice as soon as the contractor can transition them in beginning July 2018. 6. Evaluate if the new e -procurement system and proposed enterprise resource planning system or other specialized software can help with tracking and reporting green purchases. As part of the planned transition of the ASD/PWD Concurrence: Agree Target Date (see related Action Plan targets below): a) December 1, 2017 b) September 1, 2018 Action Plan: In progress. March 2018 Management Update: 6a)A committee was formed and recommended ERP specifications were submitted to ASD in fall 2017. Interviews with ERP candidates occurred in late January. A decision on the ERP contractor will occur by summer 2018 (ASD is lead). Page 4 STATUS OF AUDIT RECOMMENDATIONS GREEN PURCHASING PRACTICES — ISSUED 4/13/17 Recommendation Responsible Department(s) Original Target Date and Response Status Implementation Update and Expected Completion Date Annual Performance Report to the City Manager's Office, determine what green purchasing performance measures to track and report on, such as the number and percentage of green products purchased and their environmental benefits. The Sustainable Procurement Playbook for Cities provides potential criteria for what to track. a) Form City-wide stakeholder committee to recommend green purchasing performance measures for ERP system to track number and percentage of green products purchased. If ERP system cannot achieve this, consider other options. b) Identify best indicators to track environmental performance for select contracts and services (e.g., less GHG, waste reduction). 6b)Discussion will begin in summer 2018, but the ability to implement additional measures beyond what is currently done may be contingent on staffing availability given that a 0.5 contracted position was not approved. It is time intensive to create, educate, monitor and report environmental impact indicators, and so this task would need to be prioritized while factoring in other department responsibilities. 7. To the extent possible, require vendors to provide data on the amounts of green products and services that the City purchases from them annually. ASD/PWD Concurrence: Agree. Target Date (see related Action Plan targets below): a) September 1, 2017 b) Ongoing Action Plan: a) Identify selected services and goods requiring vendor data and specify data needed. b) Monitor and enforce data collection. Discussion will begin after FY2019 budget is determined. March 2018 Management Update: 7a) This is related to item 6b. Discussion will begin in summer 2018, but the extent to which staff can implement additional measures beyond what is currently done may be contingent on: • when contracts expire (the opportunity to add new requirements), • staffing availability (see 6b). Page 5 STATUS OF AUDIT RECOMMENDATIONS GREEN PURCHASING PRACTICES - ISSUED 4/13/17 a n Recommendatio Responsible Department( Original Target Date and Response a s Implementation Update and Expected Completion Date 8. Develop and implement a process to formally document the assessment and suitability of battery -electric and plug-in hybrid vehicles and an evaluation of the cost effectiveness as part of the fleet replacement capital improvement plan budget process. The assessment should consider lifecycle costs and environmental impacts in addition to the initial cost of the vehicle. PWD/Fleet by Concurrence: Agree Target Date: Sept 30, 2017 Action Plan: a) Establish a process to formally document the suitability of battery electric and plug-in hybrid vehicles within the design and planning process of capital replacements. b) Conduct an evaluation of the cost effectiveness of battery electric and plug-in hybrid vehicles in coordination with the budget office and the Chief Sustainability Officer. This will include life cycle costs and environmental impacts. Completed. March 2018 Management Update: A Fleet Procurement Policy was revised and includes auditor recommendations. Tasks 8a and 8b were addressed in the policy revision. Page 6 CITY OF PALO ALTO City of Palo Alto (ID # 9654) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Approval of Revised Palo Alto Field and Tennis Court Use Policy Title: Approval of Revisions to the Palo Alto Field and Tennis Court Use Policy From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve revisions to the Field and Tennis Court Use Policy to include the addition of Pickleball. Background The Field and Tennis Court Use Policy was adopted by City Council in 2013 to provide clear procedures for prioritizing use of athletic fields and tennis courts by the public and organized sports leagues and clubs. When the policy was adopted tennis was the only racquet sport that used the courts for drop -in and tournament play. The City of Palo Alto has seen an increase in pickleball players and requests for pickleball space. The Palo Alto Pickleball Club (formerly Silicon Valley Pickleball Club) has been very active in Palo Alto and is currently using Mitchell Park Tennis Courts 5,6,7 on a first -come first -serve basis, which is not supported by the City's current court policy. The Mitchell Park tennis courts are not heavily reserved for U.S. Tennis Association (USTA) match play but are used by drop in players. The courts at Mitchell Park and are the only lighted courts in south Palo Alto. The Palo Alto Pickleball Club recently received a proclamation from City Council recognizing pickleball as one of the fastest growing sports with more than 2.5 million participants. Palo Alto also hosts the Bay Area Senior Games pickleball matches. The City of Palo Alto Parks and Recreation Commission (PRC) reviewed the policy revisions on Tuesday August 28, 2018. The majority of public comments came from pickleball players that are in favor of the policy change but also encouraged staff to continue to work towards designated courts for pickleball. The tennis players who spoke were generally supportive of the policy changes, but spoke against the idea of existing tennis courts being converted to designated pickleball space. The PRC unanimously approved the recommendation to move the City of Palo Alto Page 1 policy changes forward to City Council. Discussion With increased demand for pickleball, the Community Services Department and the Parks and Recreation Commission began looking into available space to provide designated pickleball courts. With high demand on Mitchell Park Tennis Courts 5,6,7 by pickleball, staff proposed converting those courts to permanent pickleball courts. The proposal was met with heavy resistance from the tennis community, specifically around the idea of losing lighted courts. The tennis community preferred a method that kept the courts available for joint use. As staff continues gathering information and creating additional proposals for permanent space it's important that policy changes are adopted to allow pickleball use of the courts while also recognizing the value of the lighted courts for the tennis community. The policy change allows for pickleball to have dedicated play time, reserve space for tournaments and provides the opportunity for evening/night play. Staff understands that dedicated pickleball courts would provide the best solution for both sports and are working towards this resolution by evaluating different alternatives. This policy change will legitimize the use of court space for pickleball in the meantime. Summary of Current Policy and Recommended Changes: Issue Current Policy New Policy Recommendations Comments Courts are only Change language to Priority times Court Usage available for tennis allow more flexibility • Tennis Priority use. on the courts rather than only allowing tennis. Hours o 4pm-10pm on Tuesday and Designate priority hours for tennis and pickleball on Mitchell Park Courts 5/6/7. Thursday o 2pm-10pm on Saturday and Sunday • Pickleball Priority Any hours not listed in priority hours are available first come first serve Hours o 4pm-10pm on Monday and Wednesday o 8am-2pm on Saturday and Sunday City of Palo Alto Page 2 Court Reservations only Allow tournament Large events have reservations/tournaments allowed for USTA reservations for been allowed to Match Play and Palo pickleball with reserve more than Alto Tennis Club residency 50% of courts in the weekend/tournament use. requirements. Allow department to allow special events like Senior Games to reserve more than 50% of courts past, this is just updating the policy to reflect current practice. 50% policy Only 50% of tennis This policy is not being Example: 9 available courts can be reserved changed, however, in courts, 5 would be for USTA Match Play cases where odd number of courts exist, the extra court will be left available for drop in use. reserved, leaving 4 available. Staff will now only reserve 4 courts, leaving 5 available. Next Steps Staff will assess the policy again with both the pickleball and tennis community in six months or less and implement additional changes as needed. Staff continues to identify alternatives for dedicated pickleball courts and will review the alternatives with the tennis and pickleball community and the Parks and Recreation Commission prior to bringing a proposal to City Council. Resource Impacts Increased usage of the courts for pickleball is not expected to impact resources. Attachments: • Court Usage Policy Revised With Markup • Court Usage Policy Revised City of Palo Alto Page 3 XII. Court Usa2e 1. : Locations: Courts are available at the following locations: o Cubberley Community Center (6) o Mitchell Park (7 lit courts) o Rinconada Park (9 lit courts) o Hoover Park (2) o Peers Park (2) o Terman Park (2) o Weisshaar Park (2) o Gunn High School (7 lit courts) o Palo Alto High School (7 lit courts) o JLS Middle School (6) o Greene Middle School (4) 2. : Multi -Striped Courts & Priority Times: Mitchell Park Courts 5, 6, 7 are striped with both Tennis and Pickleball lines. These multi -use courts have designated hours that give either Tennis or Pickleball priority to play on the courts during that time. If courts are not being utilized by the priority sport, dby spec; fc s„ort during the priority time, then either sport may play on a drop -in basis. However, the players of the non -priority sport players must vacate the court within 15 minutes if players for the priority timed sport wish to play during their priority time, whether as a drop -in or with an issued permit. - • Tennis Priority Hours o 4pm-10pm on Monday, Wed"e"day a„d FridayTuesday and Thursday o 2pm-10pm on Saturday and Sunday • Pickleball Priority Hours o 4pm-10pm on Tuesday and Th,,rsd yMonday and Wednesday o 8am-2pm on Saturday and Sunday • Hours outside of the priority times are available for first -come first -served play of either sport. (See: Section XII, #5) • Entire court should be used for one sport. No playing Pickleball and tennis on the same court. • During priority times, reservations can only be made for the sport that has priority, unless approved by CSD Director, 3. —Courts are available for reservation for Palo Alto Tennis Club and and USTA tournament/match use only. Mitchell Park Courts 5,_6,_7 are available for reservation by Pickleball organizations but only for approved tournaments and only during Pickleball . ri . rit hours. Tournaments may reserve more than 50% of available court space but require approval from Recreation Department.: IAA: Court Fees -fees for reservation: a,i. Residents: $5.00-$10.00 per court per hour b ii. Non-residents: $7.00- $20.00 per court per hour 4. 4 -Courts are not available for reservation by individuals for private use, including private lessons, picnics and individual play. No person shall provide or offer Ttennis or Pickleball lessons for compensation on City -owned tennis courts except as part of and approved as a City -sponsored program. 4-. 5_5 -Courts are available for drop in use on a first -come, first -served basis (with the exception of priority hours, see Section II). with th^ exception of Mitchcll Park courts 5,_6,_7. Each court use is subject to a one -hour time limit whenever there are others waiting to use the court. 6. The City brokers all City and District tennis courts (district courts available weekends, holidays and after 4pm on school days)-. 7. 3 -Only 50% of the available courts at any location can be reserved at the same time and date unless permitted by the Recreation Department for special requests/tournaments..- All other courts will remain open to the general public. 8_6 -Courts are for faquetracquet sports only- unless expressly allowed via permit issued by the Community Services Department. No rollerblades, skates, skateboards, or pets are permitted on any court. 9. No individual may solely occupy and use a court if other individuals are waiting to play on that court. 8. All steel racquets must have guards. 10. X10. Only non -marking soled shoes are allowed on the courts. A: Locations: courts are available at the following locations: Cubberley Community Center (6) Mitchell Park (7) Rinconada Park (9) Hoover Park (2) Peers Park (2) Terman Park (2) Weisshaar Park (2) Gunn High School (7) Palo Alto High School (7) JLS Middle School (6) Greene Middle School (4) Mitchell Park courts 5,_6,_7 are stripped with both tTennis and Pickleball lines. These multi_ use court) have designated hours that give either tennis or Pickleball priority to play on the courts during that time. • Tennis priority hours 4pm lOpm on Monday, Wednesday and Friday 2pm lOpm on Saturday and Sunday • Pickleball priority hours 4pm lOpm on Tuesday and Thursday 8am 2pm on Saturday and Sunday • Hours outside of the priority times are available for first_ come first_ served play. • Reservations can only be made during priority hours and only for the sport with priority during those times. XIII. Permit Rules & Regulations 1. Permits cannot be transferred or assigned to any other person, group or organization for any reason. 1 2. Users must pick up and remove any trash generated by their activity. 2 3. The misuse of City or District facilities or the failure to conform to facility regulations, established policies (including the Wet Field Policy) and procedures or any other Federal, State, or local law, rule regulation or ordinance shall be sufficient grounds for the immediate revocation of the permit and/or the denial of any future applications. No refund will be granted. 3 4. Permit holders shall restrict their use to only those fields or courts specifically reserved and paid for, as designated in their permit. Other fields or courts may be scheduled by other groups and may not be available. Permit holders must be in possession of their Use Permit in case there is a need to address the question of who has priority use or reservation for the field or court in question. If the permit holder cannot use a field or court due to unauthorized use by another party, the permit holder should contact the Palo Alto Police Department at 650-329-2413. 4 Complaints from surrounding neighborhood residents as to the permittee's activity noise level, litter and debris, and/or disregard of parking regulations could lead to the cancellation of the permit or reservation, the forfeiture of the security deposit, and the denial of facility use in the future. XII. Court Usa2e 1. Locations: Courts are available at the following locations: o Cubberley Community Center (6) o Mitchell Park (7 lit courts) o Rinconada Park (9 lit courts) o Hoover Park (2) o Peers Park (2) o Terman Park (2) o Weisshaar Park (2) o Gunn High School (7 lit courts) o Palo Alto High School (7 lit courts) o JLS Middle School (6) o Greene Middle School (4) 2. Multi -Striped Courts & Priority Times: Mitchell Park Courts 5, 6, 7 are striped with both Tennis and Pickleball lines. These multi -use courts have designated hours that give either Tennis or Pickleball priority to play on the courts during that time. If courts are not being utilized by the priority sport, during the priority time, then either sport may play on a drop -in basis. However, the players of the non -priority sport must vacate the court within 15 minutes if players for the priority sport wish to play during their priority time, whether as a drop -in or with an issued permit. • Tennis Priority Hours o 4pm-10pm on Tuesday and Thursday o 2pm-10pm on Saturday and Sunday • Pickleball Priority Hours o 4pm-1Opm on Monday and Wednesday o 8am-2pm on Saturday and Sunday • Hours outside of the priority times are available for first -come first -serve play of either sport. (See: Section XII, #5) • Entire court should be used for one sport. No playing Pickleball and tennis on the same court. • During priority times, reservations can only be made for the sport that has priority, unless approved by CSD Director 3. Courts are available for reservation for Palo Alto Tennis Club and USTA tournament/match use only. Mitchell Park Courts 5, 6, 7 are available for reservation by Pickleball organizations but only for approved tournaments. Tournaments may reserve more than 50% of available court space but require approval from Recreation Department. A: Court fees for reservation: i. Residents: $5.00-$10.00 per court per hour ii. Non-residents: $7.00- $20.00 per court per hour 4. Courts are not available for reservation by individuals for private use, including private lessons, picnics and individual play. No person shall provide or offer Tennis or Pickleball lessons for compensation on City -owned tennis courts except as part of and approved as a City -sponsored program. 5. Courts are available for drop in use on a first -come, first -served basis (with the exception of priority hours, see Section II). Each court use is subject to a one -hour time limit whenever there are others waiting to use the court. 6. The City brokers all City and District tennis courts (district courts available weekends, holidays and after 4pm on school days). 7. Only 50% of the available courts at any location can be reserved at the same time and date unless permitted by the Recreation Department for special requests/tournaments. All other courts will remain open to the general public. 8. Courts are for racquet sports only unless expressly allowed via permit issued by the Community Services Department. No rollerblades, skates, skateboards, or pets are permitted on any court. 9. No individual may solely occupy and use a court if other individuals are waiting to play on that court. 10. Only non -marking soled shoes are allowed on the courts. XIII. Permit Rules & Regulations 1. Permits cannot be transferred or assigned to any other person, group or organization for any reason. 2. Users must pick up and remove any trash generated by their activity. 3. The misuse of City or District facilities or the failure to conform to facility regulations, established policies (including the Wet Field Policy) and procedures or any other Federal, State, or local law, rule regulation or ordinance shall be sufficient grounds for the immediate revocation of the permit and/or the denial of any future applications. No refund will be granted. 4. Permit holders shall restrict their use to only those fields or courts specifically reserved and paid for, as designated in their permit. Other fields or courts may be scheduled by other groups and may not be available. Permit holders must be in possession of their Use Permit in case there is a need to address the question of who has priority use or reservation for the field or court in question. If the permit holder cannot use a field or court due to unauthorized use by another party, the permit holder should contact the Palo Alto Police Department at 650-329-2413. Complaints from surrounding neighborhood residents as to the permittee's activity noise level, litter and debris, and/or disregard of parking regulations could lead to the cancellation of the permit or reservation, the forfeiture of the security deposit, and the denial of facility use in the future. CITY OF PALO ALTO City of Palo Alto (ID # 9636) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Amend the Minimum Wage Ordinance to Correct and Clarify the Consumer Price Index Increase Title: Adoption of an Ordinance Amending Chapter 4.62 (Citywide Minimum Wage) of the Palo Alto Municipal Code to Correct and Clarify that the First Consumer Price Index Adjustment to the Minimum Wage Will Occur in 2020 From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that City Council adopt the attached ordinance (Attachment A) amending the Citywide Minimum Wage Ordinance (Palo Alto Municipal Code Chapter 4.62) to correct and clarify that the annual adjustment to the minimum wage rate relative to the consumer price index (CPI) would first occur on January 1, 2020. Background In 2016, the City Council passed the Citywide Minimum Wage Ordinance(City Manager's Report #7283), which specified incremental annual increases. This aligned Palo Alto with other cities in Santa Clara County. In Palo Alto, the current minimum wage rate for 2018 is $13.50 per hour as of January 1, 2018 and is due to increase to $15 per hour on January 1, 2019. The ordinance also provides for adjustments based on CPI increases. However, the date on which the first CPI adjustment would occur, January 1, 2019, as set forth in the ordinance is not consistent with the Council action recommended in 2016. Recommendation from 2016 City Manager's Report 7283: The Policy and Services Committee recommends that the City Council adopt the attached Ordinance (Attachment B) amending the City's Minimum Wage ordinance to align with the Cities Association recommendation to increase the minimum wage to $15 per hour in three steps: $12 on 1/1/2017; $13.50 on 1/1/2018, $15 on 1/1/2019, and a CPI increase after 2019 indexed to the Bay Area CPI with a 5 percent cap and no exemptions. City of Palo Alto Page 1 (Emphasis added.) Discussion Based on the Council agenda, staff report and discussion in 2016, it is apparent that the intent of the Council action in adopting the minimum wage ordinance was to bring the minimum wage to $15/hour by 2019 and then increase by the consumer price index for the Bay Area each year beginning January 1, 2020. The existing code however states that the CPI adjustment would occur on January 1, 2019, thus adding a CPI increase to the $15 increase scheduled on January 1, 2019. The proposed ordinance would fix this inadvertent error and result in an ordinance that reflects the original intent. 2016 City Council approved Minimum Wage Ordinance: On January 1, 2019, the minimum wage shall be an hourly rate of fifteen dollars ($15.00). To prevent inflation from eroding its value, beginning on January 1, 2019, and each January 1st thereafter, the minimum wage shall increase by an amount corresponding to the increase, if any, in the cost of living, not to exceed 5%. Proposed amended language in the Minimum Wage Ordinance: On January 1, 2019, the minimum wage shall be an hourly rate of fifteen dollars ($15.00). To prevent inflation from eroding its value, beginning on January 1, 2020, and each January 1st thereafter, the minimum wage shall increase by an amount corresponding to the increase, if any, in the cost of living, not to exceed 5%. This change is proposed to align with the original intent of Council in passing the Minimum Wage Ordinance in 2016. If approved the CPI adjustment would take effect on January 1, 2020 as intended. Timeline If approved by the City Council this change to the Minimum Wage Ordinance would be scheduled for a second reading on October 29, which would enable the change to be effective in time for the next minimum wage adjustment on January 1, 2019. Then only the already scheduled increase to $15 would go into place on January 1, 2019 and the CPI adjustment would not be applied until January 1, 2020. Resource Impact This clean-up amendment to the Minimum Wage ordinance does not have an impact on resources and staff financial modeling has been consistent with the original intention of the ordinance. This action is a language clarification. However, if this clean-up is not approved, additional funding would be necessary as wages would be increased beyond the $15/hour intention on January 1, 2019. City of Palo Alto Page 2 Policy Implications This change is consistent with City Council policy as originally intended with the passage of the Minimum Wage Ordinance. Environmental Review The proposed ordinance to amend the minimum wage is not a project for purposes of the California Environmental Quality Act. Attachments: • Attachment A: Minimum Wage Ordinance Amendment Correcting Date of CPI Adjustment Commencement City of Palo Alto Page 3 Not Yet Approved Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Section 4.62.030 (Minimum Wage) of Chapter 4.62 (Citywide Minimum Wage) of Title 4 (Business License & Regulations) of the Palo Alto Municipal Code to Correct the Commencement Date of Annual Adjustments Relative to the Consumer Price Index The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Section 4.62.030 (Minimum Wage) of Chapter 4.62 (Citywide Minimum Wage) of the Palo Alto Municipal Code is hereby amended as follows: 4.62.030 Minimum wage. (a) Employers shall pay employees no less than the minimum wage set forth in this section for each hour worked within the geographic boundaries of the City of Palo Alto. (b) The minimum wage shall be an hourly rate of eleven dollars ($11.00) through December 31, 2016. On January 1, 2017, the minimum wage shall be an hourly rate of twelve dollars ($12.00). On January 1, 2018, the minimum wage shall be an hourly rate of thirteen dollars and fifty cents ($13.50). On January 1, 2019, the minimum wage shall be an hourly rate of fifteen dollars ($15.00). To prevent inflation from eroding its value, beginning on January 1, X92020, and each January 1st thereafter, the minimum wage shall increase by an amount corresponding to the increase, if any, in the cost of living, not to exceed 5%. The prior year's increase in the cost of living shall be measured by the percentage increase, if any, as of August of the immediately preceding year of the Bay Area Consumer Price Index (Urban Wage Earners and Clerical Workers, San Francisco -Oakland -San Jose, CA for All Items) or its successor index as published by the U.S. Department of Labor or its successor agency, with the amount of the minimum wage increase rounded to the nearest multiple of five cents ($.05). If there is no net increase in the cost of living, the minimum wage shall remain unchanged for that year. The adjusted minimum wage shall be announced by October 1st of each year, or as soon as practicable thereafter if the Consumer Price Index for August has not yet been published, and shall become effective as the new minimum wage on January 1st of each year. (c) A violation for unlawfully failing to pay the minimum wage shall be deemed to continue from the date immediately following the date that the wages were due and payable as provided in Part 1 (commencing with Sec. 200) of Division 2 of the California Labor Code, to the date immediately preceding the date the wages are paid in full. SECTION 2. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the 1 Not Yet Approved fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION3. The Council finds that this Ordinance is exempt from the provisions of the California Environmental Quality Act ("CEQA"), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the Ordinance will have a significant effect on the environment. SECTION 4. This Ordinance shall be effective on the thirty-first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Administrative Services 2 CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY ATTORNEY October 15, 2018 The Honorable City Council Palo Alto, California Authorization to Increase Legal Services Agreement With the Law Firm of Conrad & Metlitzky, LLP in the Amount of $180,000 for a Total Not -to -Exceed Amount of $265,000 for Litigation Defense Services Recommendation Staff recommends that the City Council authorize an increase to the legal services agreement (Contract S18171550) with the law firm of CONRAD & METLITZKY, LLP for litigation defense in the matter of Luckey v. City of Palo Alto, Santa Clara County Superior Court, Case No. 16 -CV - 303728, by an additional $180,000 for a total not to exceed amount of $265,000. Discussion In January 2018, the City entered into a contract with the law firm of CONRAD & METLITZKY, LLP, for $85,000 for litigation defense services in the matter of Luckey v. City of Palo Alto, Santa Clara Co. Sup. Ct., Case No. 16 -CV -303728. The City Attorney's Office requests authorization to amend the agreement to add an additional $180,000, for a total not to exceed amount of $265,000, to fund litigation defense through pre-trial discovery and motions. If the matter proceeds to trial additional funding will be required. Resource Impact The recommended amendment will be funded within the Office of the City Attorney's FY2019 budget which included a $100,000 one-time addition of funding for legal services support. Environmental Review Amendment of legal services contracts is not a project requiring environmental review under the California Environmental Quality Act (CEQA). Department Head: Molly Stump, City Attorney Page 2 CITY OF PALO ALTO City of Palo Alto (ID # 9665) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Approval of a Contract with MRG for Transportation Support Services Title: Approval of a Professional Services Contract With the Municipal Resource Group (MRG) for Transportation Support Services, Operational Review, and Staff Coaching in an Amount Not -to -Exceed $150,000 Through December 30, 2021 and Approve a Budget Amendment in the General Fund From: City Manager Lead Department: City Manager Recommendation Staff recommends that the City Council: 1. Approve a Professional Services Contract with the Municipal Resource Group (MRG) for Transportation Support Services, Operational Review, and Staff Coaching in an Amount Not -to -Exceed $150,000 through December 30, 2021; and, 2. Amend the Fiscal Year (FY) 2019 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Planning and Community Environment Department appropriation by $150,000; and, b. Decreasing the Non -Departmental appropriation by $150,000. Background The City is evaluating the organizational placement and stature of its Transportation functions to identify the resources, structure, and transitions needed to meet the level of priority and community visibility of these activities. This includes rail grade separation planning, neighborhood traffic safety and bicycle boulevards, parking management, and commuter travel demand management. The City can benefit from consultant assistance with organizational support, staff coaching, and developing the plans needed to effectively make this transition. This assistance is particularly important given the staffing changes in key roles in the Transportation Division. The City issued a Request for Proposals (RFP) on June 20, 2018 for these services and City of Palo Alto Page 1 bids were due on July 17, 2018. Two competitive vendors responded to the RFP and MRG was selected after bid review due to their ability to meet the RFP scope. Discussion The selected consultant will be assisting the City as an independent contractor with four major tasks related to Transportation services. The tasks include the following (tasks are further detailed with subtasks in the contract): Task 1: Support the review and development of process improvements for the implementation of multi-user transportation projects to maximize overall community acceptability. This includes serving as a resource and coach to staff involved with projects and programs, providing, for example, professional development coaching on topics such as working within a council-manager organization, effective handling of interdepartmental hand-offs and collaboration, and strategies for managing community concerns related to ongoing projects. Task 2: Review and make recommendations on Transportation Services' organizational structure and staffing to ensure effective and sustainable services. The transportation functions include the City's identified priority issues (rail grade separation planning, neighborhood traffic safety and bicycle boulevards, parking management, and commuter travel demand management), as well as related functions as operational and resource synergies may identify. Task 3: Review and recommend modifications to the City's residential preferential parking program, to ensure an effective and sustainable program given finite staff resource allocation. Task 4: Participate in ensuring adequate resources are provided for staff to support the City Council's selection of preferred alternatives, project development, and funding strategy for railroad grade separations in Palo Alto. Timeline, Resource Impact, Policy Implications If approved, MRG would work on the aforementioned tasks immediately. Based on City Council approval of recommendations, MRG will support the required transitions over the course of the contract which will run through December 30, 2021. In the FY 2018 Adopted Budget, the City Council approved $150,000 in one-time funding in Non -Departmental expenses for consultancy services to evaluate the City's parking programs and transportation services needs. This funding remained unexpended at the end of FY 2018 as the Planning and Community Environment Department was in the middle of significant transitions. In the annual reappropriation process, currently scheduled for City Council consideration on October 29, 2018, this funding will be recommended to be reappropriated to FY 2019. This funding would then be moved to the Planning and Community Environment Department appropropriation to City of Palo Alto Page 2 provide resources for this contract. As shown in the contract, the total contract amount will not exceed $150,000. The City will be billed based on actual costs according to the payment schedule identified in the contract. This contract will provide the critical support needed for Transportation Services to reorganize in order to best meet the City Council -stated goals in the Comprehensive Plan, the Bike and Pedestrian Transportation Plan, and the Sustainability Implementation Plan, among other goals. Attachments: • Attachment A: C19172281 MRG Transportation Services Contract City of Palo Alto Page 3 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 CITY OF PALO ALTO CONTRACT NO.C19172281 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MUNICIPAL RESOURCE GROUP, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 15th day of October, 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and MUNICIPAL RESOURCE GROUP, LLC, a California Limited Liability Company, located at 675 Hartz Avenue, Suite 300, Danville, CA 94526 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to restructure its Transportation Division and at the same time implement high profile projects and initiatives (collectively, the "Project") and desires to engage a consultant to provide services in connection with the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of Professional Services Rev. Apri127, 2018 1 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out in Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. Professional Services Rev. Apri127, 2018 2 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Wayne Tanda to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. Professional Services Rev. Apri127, 2018 3 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 CITY's project manager is Robert De Geus, City Manager's Office, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone:(650) 463-4951. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT 's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall 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, Professional Services Rev. Apri127, 2018 4 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY' s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but Professional Services Rev. Apri127, 2018 5 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the Professional Services Rev. Apri127, 2018 6 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section Professional Services Rev. Apri127, 2018 7 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Professional Services Rev. Apri127, 2018 8 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. Apri127, 2018 9 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 CONTRACT No. C19172281 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": MUNICIPAL RESOURCE GROUP, LLC 1-DocuSigned by: "- D49E81 B2394445C... Mary Egan Partner SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS 10 Professional Services Rev. Apri127, 2018 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 EXHIBIT "A" SCOPE OF SERVICES CONSULTANT will perform the following tasks for the CITY. The delivery date of specific milestones and products will be determined in consultation with the City. Tasks: Task 1: Support the CITY's review and development of process improvements for the implementation of multiuser transportation projects to maximize overall community acceptability. Sub -tasks include: 1.1 For each high priority project (e.g., NTSBB Phase 1 and Phase 2) identified by CITY, gather and review salient documents and analyze the existing processes related to community engagement and interdepartmental collaboration. 1.2 Interview stakeholders including City staff, officials, and community members (if not already done through prior contracts). 1.3 Identify potential modifications in process, staff development, and/or resources that enhance effective community engagement and ultimately the community's acceptance of final projects. 1.4 Provide recommendations to the City on which modifications identified in Task 2.3 to pursue. 1.5 Participate in the implementation of modifications to the extent desired by the City including. 1.6 Serve as a resource and coach to Transportation and other CITY staff involved with multiuser transportation projects and programs, providing, for example, professional development coaching on topics such as working within a council-manager organization, effective handling of interdepartmental hand-offs and collaboration, and strategies for managing community concerns related to ongoing projects. 1.8 Attend, participate in, and or assist with leading public meetings, as needed. Task 2: Review and make recommendations on the organizational structure and staffing of the City's transportation functions, in order to ensure effective and sustainable services. The transportation functions include the City's identified priority issues (rail grade separation planning, neighborhood traffic safety and bike boulevards, parking management, and commuter travel demand management), as well as related functions as operational and resource synergies may identify. Sub -tasks include: 2.1 Gather and review salient documents. 2.2 Create a comprehensive inventory of the services, projects, and functions related to transportation including current responsibilities, dedicated resources, and performance. 2.3 Interview stakeholders including members of the City's senior staff, selected professional and managerial staff, selected elected and appointed officials, and representatives of community groups and special interest groups. 2.4 Evaluate the organizational structure, level of staffing, resources, and performance of other comparable public agencies. 2.5 Develop options considering Palo Alto's unique attributes and expectations. Professional Services Rev. Apri127, 2018 11 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 2.6 Develop a possible set of success measures and acceptable levels of service for the delivery of transportation services. 2.7 Prepare a draft report that includes preliminary findings and recommendations. 2.8 Obtain stakeholders' feedback on draft report. 2.9 Prepare final report. 2.10 Attend, participate in, and or assist with leading public meetings, as needed. Task 3: Review and recommend modifications to the City's residential preferential parking program, in order to ensure an effective and sustainable program within finite staff resource allocation. Sub -tasks include: 3.1 Gather and review salient documents. 3.2 Analyze each of the City's residential preferential parking (RPP) zones to determine the attributes that are common and those that are unique. 3.3 Interview staff (service provider), program users, parties impacted by the program; and selected elected and appointed officials. 3.4 Evaluate the RPP programs in other public agencies. 3.5 Determine Palo Alto RPP shortcomings and options to address those shortcomings. 3.6 Determine a tentative set of metrics to measure success and existing service levels. 3.7 Prepare a working report including findings and recommendations. 3.8 Obtain stakeholder feedback on draft report. 3.9 Prepare final report. 3.10 Attend, participate in, and or assist with leading public meetings, as needed. Task 4: Participate in ensuring adequate resources are provided for staff to support the City Council's selection of preferred alternatives, project development, and funding strategy for railroad grade separations in Palo Alto. Sub -tasks include: 4.1 Gather and review salient documents. 4.2 Support the efforts of other City consultants to develop a set of alternatives and the selection of a preferred alternative for the purpose of the EIR. 4.3 Consult with staff, consultants, City officials, and others engaged in the grade separation project. 4.4 Support the efforts of other City consultants through the EIR public hearing process. 4.5 Assist the City to identify and pursue a funding plan for the selected grade separation improvements. 4.6 Attend and or participate in public meetings, as needed. Professional Services Rev. Apri127, 2018 12 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each task within the number of hours specified below. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Scope Labor Estimated Hours Task 1 Principal Consultant 317 Task 2 Principal Consultant 181 Task 3 Principal Consultant 90 Task 4 Principal Consultant 90 Professional Services Rev. Apri127, 2018 13 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500.00 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. Apri127, 2018 14 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 EXHIBIT "C-1" SCHEDULE OF RATES CONSULTANT will provide professional consulting services on an hourly basis by the calendar years as shown below: • 2018 - $200 per hour • 2019 - $210 per hour • 2020 - $220 per hour • 2021 - $230 per hour CONSULTANT will invoice for actual hours worked. If the CITY requests Additional Services, CONSULTANT will prepare an estimate and receive authorization before providing such services at the same hourly rate applicable to Basic Services for the then -current year. Reimbursable expenses include mileage reimbursement at the current IRS mileage rate ($0.545 per mile in 2018), lodging, meals, and minor costs incurred while performing the above described work. Costs and expenses will be reimbursed at CONSULTANT'S cost. Scope Labor Category Est. Hours Ave. Hourly Rate *See Below Est. Amount Task 1 Direct Principal Consultant 317 $210.00 $66,500 Reim. $3,500 Subtotal $70,000 Task 2 Direct Principal Consultant 181 $210.00 $38,000 Reim. $2,000 Subtotal $40,000 Task 3 Direct Principal Consultant 90 $210.00 $19,000 Reim. $1,000 Subtotal $20,000 Task 4 Direct Principal Consultant 90 $210.00 $19,000 Reim. $1,000 Subtotal $20,000 Direct Principal Consultant $142,500 Reim. $7,500 Total $150,000 Professional Services Rev. Apri127, 2018 15 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. Apri127, 2018 16 DocuSign Envelope ID: DCB89963-C333-4DBA-8131-79E7B5C560F2 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://W W W.PLANETBIDS.COM/PORTAL/PORTAL.CFM? COMPANYID=2 5569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Professional Services Rev. Apri127, 2018 17 CITY OF PALO ALTC City of Palo Alto (ID # 9520) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: 567 Maybell Avenue: Affordable Housing in -Lieu fee Deferral Request Title: QUASI-JUDICIAL: 567 Maybell Avenue [15PLN-00248]: Adoption of a Resolution Authorizing the City Manager to Execute an Agreement Regarding Applicant's Request for Deferral of Affordable Housing in -Lieu Fees for a Project That Includes the Development of 16 Single-family Homes. Environmental Assessment: Not a Project. Zoning Districts R-2 and RM-15 From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council consider the following motion: 1. Adopt a resolution authorizing the City Manager or designee to execute an Agreement between the City of Palo Alto and Golden Gate Homes, LLC, creating a lien to secure payment of deferred affordable housing in -lieu fees regarding for the subject project. Background The subject project was previously reviewed by the PTC, ARB and City Council' and includes the construction of 16 single-family homes. The project requires payment of development impact fees and affordable housing in -lieu fees in accordance with Chapters 16.58, 16.59, 16.60, 16.64 and 16.65 (Attachment A). As part of the project approval, Council authorized the payment of affordable housing in -lieu fees instead of requiring on -site affordable housing units; the fees are currently estimated to amount to $4,771,350. In addition to the Affordable Housing in -lieu fee, development impacts fees which apply to the project are currently estimated to be $958,513. Palo Alto Municipal Code (PAMC) Section 16.64.030 allows for the deferral of development impact fees for residential projects to the date of the final building inspection approval provided there be a recorded agreement placing a lien on the property and that no final PTC 5/25/16: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BIobID=52513 City Council 6/28/17: http://www.cityofpaloaIto.org/civicax/filebank/blobdload.aspx?BIobID=52772 ARB 7/20/17: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BIobID=58722 City Council 9/15/17: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BIobID=63526 City of Palo Alto Page 1 occupancy shall be given until the fees are paid in full. The agreement is being processed and, at the time of this report, was pending final signatures. PAMC Section 16.65.060 states that affordable housing in -lieu fees must be paid prior to issuance of a building permit, unless the City Council specifies an alternative timing by ordinance or resolution. Thus, the applicant's request for deferral of the Affordable Housing in - lieu fee requires City Council action and is the subject of this report. Discussion The applicant entered into a regulatory agreement for below market rate (BMR) units with the City, which was recorded with the Santa Clara County Clerk -Recorder's office on September 15, 2017 (Attachment B). The applicant has received grading and excavation approvals and the building permit is pending resolution of the request to defer the in -lieu housing fees. Development impact fees, generally, are in place to defray the costs of direct impacts a new development has on the City's infrastructure or services that affect the City residents' quality of life. The fees are set forth in the City's Municipal Fee Schedule and updated annually based on the construction cost index for the San Francisco Bay Area. The fees are assessed based on net new square footage, net new units and net new vehicular peak hour trips and are due at the time of building permit issuance. The City also requires developers of ownership housing to construct on -site below market rate units or provide some alternative means of compliance, including payment of fees in -lieu of BMR construction.2 The subject project has the following development impact fees and in -lieu fees that must be paid (estimated): Table 1: Summary of Development Impact fees and in -lieu fees Name of Fee Current Estimated Amount of Fee Public Art In -Lieu $100,000 Community Centers $36,900 Libraries $12,888 Public Safety $12,372 General Government $15,588 Charleston/Arastadero Traffic $15,600 Citywide Traffic $42,708 Parkland Dedication $722,457.36 2 The City's current BMR ordinance, which went into effect in 2017 after the subject project was approved, expresses a strong preference for the construction of affordable units. PAMC Section 16.65.080 sets forth alternative means for compliance. City of Palo Alto Page 2 Sub -Total: $958,513.36 Housing (In -lieu) $4,771,350 Total: $5,729,863.36 The municipal code establishes an administrative process to defer development impact fees, so long as the applicant agrees to record a lien against the property. A request to defer affordable housing in -lieu fees, however, requires adoption of an ordinance or resolution by the City Council. Typically, housing in -lieu fees are paid prior to the issuance of a building permit. The applicant's reasoning supporting the deferral payment is provided in Attachment B. Principally, the applicant notes a change to the City's model for collecting payment, which was previously due following the sale of the house but is now being due at time of building permit issuance. The methodology for calculating the fee has also changed. Where previously the owner could use the proceeds from the sale to off -set the housing fees, now that payment is required upfront. Analysis Staff supports the applicant's request for a deferral. The subject site has a long history with the City and the surrounding neighborhood and recent community support for the new housing proposal facilitated Council approval last year. Staff also recognizes the funding challenges this particular development may incur due to recent changes to the City's in -lieu fee program. Additionally, the City continues to promote and advance policy initiatives to encourage more housing development consistent with the comprehensive plan. Some in -lieu housing fees (three million dollars) were recently set aside for a possible future teacher housing development on County -owned land. There is at least one other affordable housing development going through the entitlement process that is expected to seek City support through a loan of in -lieu housing funds. Deferring in -lieu housing payments impacts the City in two principal ways. First, the money is not readily available to the City should it elect to support a below market rate housing development within the deferral timeframe. Second, the City loses out on any interest earned if the money were deposited at the time of building permit issuance. To bridge for these shortcomings, the applicant has proposed the following: • 10% of the in -lieu payments owed will be paid prior to issuance of a building permit; 90% will be deferred and required prior to final inspection of the first residence built. • Payment of the deferred fees will be increased by three percent (3%) above the amount due at time of payment. With the above provisions included in the lien agreement, staff finds the applicant's fee deferral request acceptable. City of Palo Alto Page 3 Resource Impact The agreement is expected to add approximately $475,000 to the residential housing in -lieu fund within the next 30 days and add an additional $130,000 (approximately) to make up for lost interest. Environmental Review In accordance with the California Environmental Quality Act (CEQA) 15061(b)(3), the activity is covered by the general rule that CEQA applies only to projects, which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. The project involves the execution of an agreement between the City and the applicant and this action would no direct or in -direct effect on the environment. Attachments: • Attachment A: PAMC Chapters Regarding Impact Fees • Attachment B: Applicant Letter and Regulatory Agreement • Attachment C: Resolution Authorizing City Manager to Execute Agreement • Attachment D: Agreement Creating a Lien to Secure Payment of Defered Payment of Development Impact Fees and/or In -Lieu Fees • Attachment E: Amendment No. 1 to Fee Deferral Agreement City of Palo Alto Page 4 Chapter 16.58 DEVELOPMENT IMPACT FEES xx http://library.amlegal.com/alpscripts/get-content.aspx Print'' Palo Alto Municipal Code Chapter 16.58 DEVELOPMENT IMPACT FEES Sections: 16.58.010 Definitions. 16.58.020 Applicability. 16.58.030 Exemptions. 16.58.040 Timing of payment. 16.58.050 Creation of special funds. 16.58.060 Fee review. 16.58.070 Severability. 16.58.080 Public safety and government facility fees. 16.58.090 Annual rate adjustment. 16.58.010 Definitions. For the purposes of this chapter, the following definitions shall apply: (a) "Affordable residential housing" shall mean a purchase price or rental price 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) "New development" shall mean, with respect to residential development, any development that creates additional residential units. "New development" shall not mean replacement of an existing residential unit. "New development" shall mean, with respect to nonresidential development, any development that creates additional square footage. Where a development project includes replacement of existing square footage, the "new development" shall mean only the portion that constitutes additional square footage. (Ord. 4742 § 2 (part), 2002) 16.58.020 Applicability. The following fees are hereby established and shall be imposed as a condition of the approval of, or permit for, any new development, whether residential or nonresidential, except as otherwise exempted by this chapter: 1 of 4 9/27/2018, 4:16 PM Chapter 16.58 DEVELOPMENT IMPACT FEES xx http://library.amlegal.com/alpscripts/get-content.aspx (a) A fee, known as a "park development fee," to fund acquisition of land and improvements for neighborhood and district parks, in an amount as set forth in the municipal fee schedule. (b) A fee, known as a "community center development fee," to fund development and improvements to community centers, in an amount as set forth in the municipal fee schedule. (c) A fee, known as a "library development fee," to fund development and improvements to libraries, in an amount as set forth in the municipal fee schedule. (Ord. 4742 § 2 (part), 2002) 16.58.030 Exemptions. The provisions of this chapter shall not apply to the following: (a) City buildings or structures; (b) Public school buildings or structures; (c) Residential housing, either for sale or rental, which, by recordable means, is permanently obligated to be 100% affordable; (d) Retail service, eating and drinking service, personal service, or automotive service when the total additional square footage is 1,500 square feet or less. This exemption shall apply only when the additional square footage of new development does not exceed 1,500 square feet. New development that is larger than 1,500 square feet shall pay a fee for all square footage, including the first 1,500 square feet; (e) Day care centers used for child care, 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 in a manner consistent with all requirements of the BMR program; (g) Any residential subdivision for which land dedication or fees in lieu thereof are required pursuant to Chapter 21.50 of the Palo Alto Municipal Code. This exemption shall only apply to the park development fee described in Section 16.58.020(a). (Ord. 5400 § 8 (part), 2016: Ord. 4907 § 3, 2006: Ord. 4763 § 3, 2002: Ord. 4742 § 2 (part), 2002) 16.58.040 Timing of payment. The fee shall be paid as set forth in Chapter 16.64 of this Code. (Ord. 5400 § 8 (part), 2016: Ord. 4742 § 2 (part), 2002) 16.58.050 Creation of special funds. The city manager is hereby directed to establish and maintain the following special funds, into which all fees of each type described in Section 16.58.020, and any interest thereon, shall be deposited. Each fund shall be maintained as a separate capital facilities account in a manner to avoid any commingling of the fees with other revenues, funds or accounts of the city. Upon receipt and entry into the accounting 2 of 4 9/27/2018, 4:16 PM Chapter 16.58 DEVELOPMENT IMPACT FEES xx http://library.amlegal.com/alpscripts/get-content.aspx records for each fund such monies shall be considered committed to the uses described in Section 16.58.020. The special funds established by this section are: (a) Park development fee fund; (b) Community center development fee fund; (c) Library development fee fund. (Ord. 4742 § 2 (part), 2002) 16.58.060 Fee review. On an annual basis following the enactment of this chapter, the city manager shall review the estimated cost of the described public improvements to be funded by the fees, the continued need for those improvements and the reasonable relationship between such need and the impacts of pending or anticipated new development within the city. The city manager shall report his or her findings to the city council at a noticed public hearing and recommend any adjustment to the fees or other action as may be needed. (Ord. 4742 § 2 (part), 2002) 16.58.070 Severability. If any provision of this chapter or the applicability thereof to any person or entity is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this chapter which can be given effect without the invalid provisions or application; and to this end the provisions of this chapter are declared to be severable. (Ord. 4742 § 2 (part), 2002) 16.58.080 Public safety and government facility fees. (a) In addition to the fees established by Section 16.58.020, the following fees are hereby established and shall be imposed as a condition of the approval of, or permit for, any new development, whether residential or nonresidential, except as otherwise exempted by this chapter: (i) a Public Safety Facility Development Fee, to fund police and fire facilities (including fire apparatus and vehicles) and (ii) a General Government Facility Development Fee, to fund facilities associated with municipal administration. (b) The fees imposed by this section shall be charged in in an amount as set forth in the municipal fee schedule. (c) A Public Safety Facility Development Fee Fund and a General Government Facility Development Fee Fund are hereby established. Such funds shall be administered in connection with the fees imposed by this section in the manner set forth in Section 16.58.050. (d) Any fee imposed by this section shall be effective on the sixty-first day following the adoption of an ordinance or resolution amending the municipal fee schedule to include a rate for that fee. 3 of 4 9/27/2018, 4:16 PM Chapter 16.58 DEVELOPMENT IMPACT FEES xx http://library.amlegal.com/alpscripts/get-content.aspx (Ord. 5320 § 3, 2015) 16.58.090 Annual rate adjustment. The rate of the fee shall be subject to annual adjustment for inflation pursuant to Section 16.64.110. (Ord. 5400 § 9, 2016) 4 of 4 9/27/2018, 4:16 PM Chapter 16.59 CITYWIDE TRANSPORTATION IMPACT FEE xx http://library.amlegal.com/alpscripts/get-content.aspx Print Palo Alto Municipal Code Chapter 16.59 CITYWIDE TRANSPORTATION IMPACT FEE Sections: 16.59.010 Short title. 16.59.020 Definitions. 16.59.030 Fee imposed. 16.59.040 Exemptions. 16.59.050 Timing of payment. 16.59.060 Calculation of fee. 16.59.070 Special fund. 16.59.080 Accountability measures. 16.59.090 Penalties. 16.59.010 Short title. This chapter may be referred to as the "Citywide Transportation Impact Fee Ordinance." (Ord. 4958 § 2 (part), 2007) 16.59.020 Definitions. For the purposes of this chapter, the following definitions shall apply: (a) "Affordable housing" shall 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. 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. (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 1 of 5 9/27/2018, 4:16 PM Chapter 16.59 CITYWIDE TRANSPORTATION IMPACT FEE xx http://library.amlegal.com/alpscripts/get-content.aspx 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 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) 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 is applied and shall include amendments to that 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 area. (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. (Ord. 4958 § 2 (part), 2007) 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. (Ord. 4958 § 2 (part), 2007) 16.59.040 Exemptions. The provisions of this chapter shall not apply to: (a) City buildings or structures. (b) Public school buildings or structures. (c) Affordable housing, either for sale or rental, which, by recordable means, is permanently 2 of 5 9/27/2018, 4:16 PM Chapter 16.59 CITYWIDE TRANSPORTATION IMPACT FEE xx http://library.amlegal.com/alpscripts/get-content.aspx obligated to be 100% affordable. (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. (e) 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. (h) New development which is exempt from the fee by virtue of the Constitutions of the United States and California or by virtue of other applicable state or federal law. (Ord. 4958 § 2 (part), 2007) 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 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 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. (Ord. 5400 § 10, 2016: Ord. 4958 § 2 (part), 2007) 16.59.060 Calculation of fee. 3 of 5 9/27/2018, 4:16 PM Chapter 16.59 CITYWIDE TRANSPORTATION IMPACT FEE xx http://library.amlegal.com/alpscripts/get-content.aspx (a) The fee imposed upon a new development shall be calculated by multiplying (i) the number of new PM peak hour vehicle trips projected to be generated by a new development by (ii) the current fee rate. (b) The number of 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 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. (d) To the extent existing development on a parcel qualified as new development after the effective date of this section, but was exempt from the fee by virtue of Section 16.59.040 of this code, 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. (Ord. 5400 § 11, 2016: Ord. 4958 § 2 (part), 2007) 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 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, construction, maintenance and operation of eligible citywide transportation capacity enhancements. (Ord. 4958 § 2 (part), 2007) 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. 4 of 5 9/27/2018, 4:16 PM Chapter 16.59 CITYWIDE TRANSPORTATION IMPACT FEE xx http://library.amlegal.com/alpscripts/get-content.aspx (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. (Ord. 4958 § 2 (part), 2007) 16.59.090 Penalties. (a) All remedies provided for in this chapter shall be cumulative and not exclusive. (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. (Ord. 5400 § 12, 2016: Ord. 4958 § 2 (part), 2007) 5 of 5 9/27/2018, 4:16 PM Chapter 16.60 CHARLESTON ARASTRADERO CORRIDOR PEDES... http://library.amlegal.com/alpscripts/get-content.aspx Print Palo Alto Municipal Code Chapter 16.60 CHARLESTON ARASTRADERO CORRIDOR PEDESTRIAN AND BICYCLIST SAFETY IMPACT FEE Sections: 16.60.010 Short title. 16.60.020 Definitions. 16.60.030 Fee imposed. 16.60.040 Exemptions. 16.60.050 Timing of payment. 16.60.060 Calculation of fee. 16.60.070 Special fund. 16.60.080 Accountability measures. 16.60.090 Penalties. 16.60.010 Short title. This chapter may be referred to as the "Charleston Arastradero Corridor Pedestrian and Bicyclist Safety Impact Fee Ordinance " (Ord. 4880 § 2 (part), 2005) 16.60.020 Definitions. For the purposes of this chapter, the following definitions shall apply: (a) "Affordable housing" shall 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) "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. (c) "Dwelling unit" shall have the meaning set forth in Section 18.04.030 of this code (d) "Eligible safety enhancements" shall mean (i) the improvements identified in the Charleston 1 of 5 9/27/2018, 4:17 PM Chapter 16.60 CHARLESTON ARASTRADERO CORRIDOR PEDES... http://library.amlegal.com/alpscripts/get-content.aspx Arastradero Corridor Pedestrian and Bicyclist Safety Impact Fee Nexus Study approved by the city council, and (ii) other improvements to streets, sidewalks, and related facilities that are approved by the city council that may be substituted for an identified improvement because they will mitigate similar pedestrian or bicyclist safety impacts. (e) "Existing development" shall mean structures present (at the time the amount of the fee is calculated) on parcels upon which new development is planned to occur. (f) "Fee" shall mean the Charleston Arastradero Corridor Pedestrian and Bicyclist Safety 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 is applied and shall include amendments to that 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 dwelling units. "New development" shall not mean replacement or expansion of an existing dwelling unit. With respect to nonresidential development, "new development" shall also mean any development project that creates additional square footage of useful area or changes the use of an existing structure. (Ord. 4880 § 2 (part), 2005) 16.60.030 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. (Ord. 4880 § 2 (part), 2005) 16.60.040 Exemptions. The provisions of this chapter shall not apply to: (a) City buildings or structures. (b) Public school buildings or structures. (c) Affordable Housing, either for sale or rental, which, by recordable means, is permanently obligated to be 100% affordable. (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. (e) 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) New development which is exempt from the fee by virtue of the Constitutions of the United 2 of 5 9/27/2018, 4:17 PM Chapter 16.60 CHARLESTON ARASTRADERO CORRIDOR PEDES... http://library.amlegal.com/alpscripts/get-content.aspx States and California or by virtue of other applicable state or federal law. (Ord. 4880 § 2 (part), 2005) 16.60.050 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 safety enhancements constructed or provided at private expense and for the value of land dedicated to the city that is necessary or useful to an eligible safety enhancements. 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 eligible safety enhancements or the dedication of land, (ii) the eligible safety enhancements can be expected to immediately and significantly improve bicyclist or pedestrian safety, 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 Program that are of higher priority, in the judgment of the city council, than the land or eligible safety enhancement that will be dedicated. The credit shall be applied at the time the city accepts the land or eligible safety 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 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 safety 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. (Ord. 5400 § 13, 2016: Ord. 4880 § 2 (part), 2005) 16.60.060 Calculation of fee. (a) The fee imposed upon a new development shall be calculated with respect to any residential use by multiplying the number of dwelling units (after the completion of the new development) on the parcels comprising the new development by the then applicable residential rate. With respect to any non- residential use the fee shall be calculated by multiplying the number of square feet of such use (after the completion of the new development) on the parcels comprising the new development by the then applicable non-residential rate. (b) The fee imposed upon a new development shall be reduced by the amount of the fee which would be imposed on the existing development on the parcels comprising the new development if such existing development were to be constructed at the time the fee was calculated. However, such adjustment shall not cause the amount of the fee to be below $0. (c) To the extent existing development on a parcel qualified as new development after the effective 3 of 5 9/27/2018, 4:17 PM Chapter 16.60 CHARLESTON ARASTRADERO CORRIDOR PEDES... http://library.amlegal.com/alpscripts/get-content.aspx date of this section, but was exempt from the fee by virtue of Section 16.60.040 of this code, that existing development shall not be considered for purposes of subdivision (b) of this section. (d) 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. (e) The rate of the fee shall be subject to annual adjustment for inflation pursuant to Section 16.64.110. (f) 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. (Ord. 5400 § 14, 2016: Ord. 4880 § 2 (part), 2005) 16.60.070 Special fund. (a) There is hereby established a special fund, entitled the "Charleston Arastradero Corridor Pedestrian and Bicyclist Safety Mitigation Fund," into which all fee proceeds and any interest thereon shall 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, construction, maintenance and operation of eligible safety enhancement. (Ord. 4880 § 2 (part), 2005) 16.60.080 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. (Ord. 4880 § 2 (part), 2005) 16.60.090 Penalties. (a) All remedies provided for in this chapter shall be cumulative and not exclusive. (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. 4 of 5 9/27/2018, 4:17 PM Chapter 16.60 CHARLESTON ARASTRADERO CORRIDOR PEDES... http://library.amlegal.com/alpscripts/get-content.aspx (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, planning and community environment director and their designee. (Ord. 5400 § 15, 2016: Ord. 4880 § 2 (part), 2005) 5 of 5 9/27/2018, 4:17 PM Chapter 16.64 DEVELOPMENT FEE AND 1N -LIEU PAYMENT ADM... http://library.amlegal.com/alpscripts/get-content.aspx Print'' Palo Alto Municipal Code Chapter 16.64 DEVELOPMENT FEE AND IN -LIEU PAYMENT ADMINISTRATION Sections: 16.64.010 Applicability. 16.64.020 Due date. 16.64.030 Deferred payment. 16.64.040 Calculation of fees. 16.64.050 Adoption of fee schedule. 16.64.060 Notice of protest rights. 16.64.070 Informal hearing. 16.64.080 Appeal of director's determination. 16.64.090 Cost of protest. 16.64.100 Administration. 16.64.110 Inflation adjustment. 16.64.010 Applicability. This Chapter 16.64 applies to any fee or in -lieu payment imposed under any provision of this code that states that that payment of the fee or in -lieu payment shall be made pursuant to this Chapter 16.64. For purposes of this chapter the term "fee" shall be used to refer to any such fee or in -lieu payment, regardless of how denominated elsewhere in this code. (Ord. 5400 § 17 (part), 2016) 16.64.020 Due date. A fee shall be paid on or before the issuance of the first building permit for the project. For a phased project, payments may be made for each portion of a phased project prior to issuance of the first building permit for that phase. If there is no building permit for the project, the fee shall be paid upon issuance of the first city permit or other approval. If no city permit or other approval is required, and the obligation to pay the fee is triggered by a change in use, payment of the fee must be made before the change in use occurs. (Ord. 5400 § 17 (part), 2016) 1 of 4 9/27/2018, 4:15 PM Chapter 16.64 DEVELOPMENT FEE AND 1N -LIEU PAYMENT ADM... http://library.amlegal.com/alpscripts/get-content.aspx 16.64.030 Deferred payment. For residential development only, payment of a 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 fees are paid. The director of planning and community environment may execute the agreement on behalf of the city in a form acceptable to the city attorney. (Ord. 5400 § 17 (part), 2016) 16.64.040 Calculation of fee. A fee shall be payable at the rate specified in the council -adopted municipal fee schedule in effect on the date the fees are paid, except that the applicant for a vesting tentative map for a development project shall pay the fees in effect on the date the application for the vesting tentative map is deemed complete. (Ord. 5400 § 17 (part), 2016) 16.64.050 Adoption of fee schedule. The city council can revise the rate of any fee by amending, by ordinance or resolution, the rate set forth in the municipal fee schedule. Any inflation -adjustment provided in this code with respect to a fee shall go into effect upon approval by the city council of a change to the municipal fee schedule reflecting the adjusted amount of the fee. (Ord. 5400 § 17 (part), 2016) 16.64.060 Notice of protest rights. (a) Each applicant is hereby notified that, in order to protest the imposition of any impact fee required by this chapter, the protest must be filed in accordance with the requirements of this chapter and the Mitigation Fee Act. Failure of any person to comply with the protest requirements of this chapter or the Mitigation Fee Act shall bar that person from any action or proceeding or any defense of invalidity or unreasonableness of the imposition. (b) On or before the date on which payment of the fee is due, the applicant shall pay the full amount required by the city and serve a written notice to the director of planning and community environment with all of the following information: (1) a statement that the required payment is tendered, or will be tendered when due, under protest; and (2) a statement informing the city of the factual elements of the dispute and the legal theory forming the basis for the protest. (c) The applicant shall bear the burden of proving, to the satisfaction of the director, entitlement to a fee adjustment. (Ord. 5400 § 17 (part), 2016) 2 of 4 9/27/2018, 4:15 PM Chapter 16.64 DEVELOPMENT FEE AND 1N -LIEU PAYMENT ADM... http://library.amlegal.com/alpscripts/get-content.aspx 16.64.070 Informal hearing. (a) The director shall schedule an informal hearing regarding the protest, to be held no later than sixty days after the imposition of the impact fees upon the development project, and with at least ten days' prior notice to the applicant (unless either dates are otherwise agreed by the director and the applicant). (b) During the informal hearing, the director shall consider the applicant's protest, relevant evidence assembled as a result of the protest, and any additional relevant evidence provided during the informal hearing by the applicant and the city. The director shall provide an opportunity for the applicant to present additional evidence at the hearing in support of the protest. (c) The director shall issue a written determination regarding the protest. The director's determination shall support the fee imposed upon the development project unless the applicant establishes, to the satisfaction of the director, entitlement to an adjustment to the fee. (d) The director may elect to appoint a designee to hear and decide a protest under this section. (Ord. 5400 § 17 (part), 2016) 16.64.080 Appeal of director's determination. (a) Any applicant who desires to appeal a determination issued by the director shall submit a written appeal to the director and the city manager. A complete written appeal shall include a complete description of the factual elements of the dispute and the legal theory forming the basis for the appeal of the director's determination. An appeal received by the city manager more than ten calendar days after the director's determination may be rejected as late. Upon receipt of a complete and timely appeal, the city manager shall appoint an independent hearing officer to consider and rule on the appeal. (b) The independent hearing officer shall, in coordination with the applicant and the director, set the time and place for the appeal hearing, and provide written notice thereof. The independent hearing officer shall consider relevant evidence, provide an opportunity for the applicant and the city to present additional noncumulative evidence at the hearing, and preserve the complete administrative record of the proceeding. (c) Within thirty days after the independent hearing officer closes the hearing and receives post - hearing briefs (if any), the independent hearing officer shall issue a written decision on the appeal hearing which shall include a statement of findings of fact in support of the decision. The independent hearing officer's discretion shall be limited to a determination that either supports the director's determination or orders the city to refund all or a portion of the impact fees to the applicant. The applicant shall bear the burden of proving entitlement to a fee adjustment. The decision of the hearing officer is final and conclusive, and is subject to judicial review. (Ord. 5400 § 17 (part), 2016) 16.64.090 Cost of protest. The applicant shall pay all city costs related to any protest or appeal pursuant to this chapter, in accordance with the fee schedule adopted by the city. At the time of the applicant's protest, and at the time of the applicant's appeal, the applicant shall pay a deposit in an amount established by the city to cover the estimated reasonable cost of processing the protest and appeal. If the deposit is not adequate to cover all city costs, the applicant shall pay the difference within twenty days after receipt of written 3 of 4 9/27/2018, 4:15 PM Chapter 16.64 DEVELOPMENT FEE AND 1N -LIEU PAYMENT ADM... http://library.amlegal.com/alpscripts/get-content.aspx notice from the director. (Ord. 5400 § 17 (part), 2016) 16.64.100 Administration. The city manager, or her/his designee, is authorized to adopt administrative regulations or guidelines that are consistent with and that further the terms and requirements set forth in this code. All such administrative regulations or guidelines must be in writing. Such regulations or guidelines may interpret any provision of this chapter, as well as any provision of this code relating to the calculation of a fee. (Ord. 5400 § 17 (part), 2016) 16.64.110 Inflation adjustment. Where it is indicated in this code that a fee is subject to inflation adjustment pursuant to this section, on each July 1, the amount of the fee shall be recalculated according to the following formula: Adjusted Rate = Prior Rate * Most Recent ENR / ENR for Prior Rate Where the "Prior Rate" is the rate in effect prior at the time this adjustment is calculated, "Most Recent ENR" is the most recently published construction cost index when the adjustment is calculated and "ENR at Council -Approval" is the construction cost index (i) used to calculated the prior rate when it was set pursuant to this section or (ii) published for the month in which the council approved the "Prior Rate." "Construction cost index" means 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. The existing rate for a fee shall remain in effect until the recalculated rate is adopted and effective pursuant to Section 16.64.050. (Ord. 5400 § 17 (part), 2016) 4 of 4 9/27/2018, 4:15 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx Print Palo Alto Municipal Code Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREMENTS Sections: 16.65.010 Purpose. 16.65.020 Definitions. 16.65.025 Exemptions. 16.65.030 Basic affordable housing requirements - residential ownership projects. 16.65.040 Basic requirement - mixed use, nonresidential and residential rental projects. 16.65.060 Housing impact fee and in -lieu fee. 16.65.070 Requirements for residential projects containing ownership and rental units and for mixed use projects. 16.65.075 Provision of affordable units. 16.65.080 Alternative means of compliance. 16.65.090 Application and review procedures. 16.65.100 Affordable housing funds. 16.65.110 Administrative relief. 16.65.120 Enforcement. 16.65.010 Purpose. The purposes of this chapter are to: A. Enhance the public welfare by establishing policies to provide affordable housing, meet the city's regional share of housing needs, and implement the goals and objectives of the comprehensive plan and housing element. B. Mitigate the impacts of residential rental and nonresidential projects on the need for affordable housing by imposing a housing impact fee whereby developers of residential rental and nonresidential projects will contribute to the supply of housing for households with very low, low, and moderate incomes. C. Increase funds available to support the preservation and production of new affordable housing in the City of Palo Alto. 1 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx D. Ensure that developers of new nonresidential square footage provide funding to mitigate the impacts of new employment on the demand for affordable housing. E. Ensure that developers of new market -rate rental housing provide funding to mitigate the impacts of new residents on local employment and the resultant increased demand for affordable housing. F. To create incentives for developers to build new affordable units on- or off -site instead of paying impact fees or in lieu fees. G. To provide affordable housing that serves qualifying Palo Alto residents and those who work in the city. (Ord. 5408 § 3 (part), 2017) 16.65.020 Definitions. The definitions set forth in this section shall govern the application and interpretation of this chapter. Words and phrases not defined in this section shall be interpreted so as to give this chapter its most reasonable application. (a) "Affordable housing agreement" means an agreement in conformance with Section 16.65.090(b) between the city and an applicant, governing how the applicant shall comply with this chapter. (b) "Affordable housing guidelines" means the requirements for implementation and administration of this chapter adopted by the planning and community environment director in accordance with Section 16.65.090(d). (c) "Affordable housing plan" means a plan containing all of the information specified in and submitted in conformance with Section 16.65.090(a) specifying the manner in which affordable units will be provided in conformance with this chapter and the affordable housing guidelines. (d) "Affordable rent" means the total monthly housing expenses for a rental affordable unit not exceeding the rents specified by Section 50053 of the California Health and Safety Code and California Code of Regulations Title 25, Sections 6910-6924. As used in this chapter, "affordable rent" shall include the total of monthly payments by the tenant for all of the following: (1) use and occupancy of the affordable unit and land and all facilities associated with the affordable unit, including but not limited to parking, bicycle storage, storage lockers, and use of all common areas; (2) any additional separately charged fees or service charges assessed by the owner, other than security deposits; (3) an allowance for utilities paid by the tenant as established by the city, including garbage collection, sewer, water, electricity, gas, and other heating, cooking, and refrigeration fuel, but not telephone service or cable TV; and (4) any other interest, taxes, fees or charges for use of the land or affordable unit or associated facilities and assessed by a public or private entity other than the owner, and paid by the tenant. (e) "Affordable sales price" means the maximum purchase price that will be affordable to the specified household at the specified income level, calculated in accordance with California Health and Safety Code Section 50052.5. The affordable sales price shall include a reasonable down payment, and monthly housing payments (including interest, principal, mortgage insurance, property taxes, homeowners insurance, homeowners association dues, property maintenance and repairs, and a reasonable allowance for utilities), all as determined by the city. (f) "Affordable unit" means a dwelling unit affordable to very low, low, or moderate income households. 2 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx (g) "Applicant" or "developer" means a person, persons, or entity that applies for a residential or nonresidential project and also includes the owner or owners of the property if the applicant does not own the property on which development is proposed. (h) "Area median income" or "AMI" means the annual median income for Santa Clara County, adjusted for household size, as published periodically in the California Code of Regulations, Title 25, Section 6932, or its successor provision, or as established by the City of Palo Alto in the event that such median income figures are no longer published periodically in the California Code of Regulations. (i) "Building permit" includes full structural building permits as well as partial permits such as foundation -only permits. (j) "Common ownership or control" refers to property owned or controlled by the same person, persons, or entity, or by separate entities in which any shareholder, partner, member, or family member of an investor of the entity owns ten percent or more of the interest in the property. (k) "Commercial housing fund" means a fund or account designated by the city to maintain and account for all monies received from nonresidential project applicants pursuant to this chapter. (1) "Decision -making body" means the city staff person or body authorized to approve or deny an application for a planning or building permit for a residential, mixed use or nonresidential project. (m) "Density bonus units" means dwelling units approved in a residential project pursuant to California Government Code Section 65915 that are in excess of the maximum allowable residential density otherwise permitted by the City of Palo Alto. (n) "First approval" means the first of the following approvals to occur with respect to a residential project: planning permit or building permit. (o) "Housing impact fee" or "housing fee" means the fee paid by developers of residential and nonresidential projects to mitigate the impacts that such developments have on the demand for affordable housing in the city. (p) "Low income households" are those households whose income does not exceed the low income limits applicable to Santa Clara County as defined in California Health and Safety Code Section 50079.5 and published annually pursuant to Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the California Department of Housing and Community Development, generally households with incomes between fifty percent and eighty percent of area median income. (q) "Market rate unit" means a new dwelling unit in a residential project that is not an affordable unit. (r) "Mixed use project" means an application for a planning permit or building permit that includes the creation of one or more new dwelling units and the construction of net new gross square footage of non-residential space or the conversion of a residential use to a nonresidential use. (s) "Moderate income households" are those households whose income does not exceed the moderate income limits applicable to Santa Clara County as defined in California Health and Safety Code Section 50093 and published annually pursuant to Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the California Department of Housing and Community Development, generally households with incomes between eighty percent and one hundred twenty percent of area median income. (t) "Nonresidential project" means an application for a planning permit or building permit that includes the new construction of net new gross square feet of nonresidential space, the conversion of a residential use to a nonresidential use, or the conversion of exempt space (as provided in Section 16.65.025) to non-exempt space. 3 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx (u) "Planning permit" means any discretionary approval of a residential project, including but not limited to a comprehensive or specific plan adoption or amendment, rezoning, tentative map, parcel map, conditional use permit, variances, or architectural review. (v) "Residential housing fund" means a fund or account designated by the city to maintain and account for all monies received from residential project applicants pursuant to this chapter. (w) "Residential ownership project" means any residential project that includes the creation of one or more new dwelling units that may lawfully be sold individually. A residential ownership project also includes the conversion of a residential rental project to a residential ownership project. (x) "Residential project" means any development for which a planning permit or building permit is required that includes the creation of one or more new dwelling units, conversion of nonresidential uses to dwelling units, or the conversion of a use from a residential rental project to a residential ownership project. (y) "Residential rental project" means any residential project on property under common ownership and control that creates one or more net new dwelling units that cannot be lawfully sold individually. (z) "Very low income households" are those households whose income does not exceed the very low income limits applicable to Santa Clara County as defined in California Health and Safety Code Section 50105 and published annually pursuant to Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the California Department of Housing and Community Development, generally households with incomes less than fifty percent of area median income. (Ord. 5408 § 3 (part), 2017) 16.65.025 Exemptions. The following development projects are exempt from the provisions of this chapter: (a) Residential projects consisting of the construction of one or two units, unless included in a mixed use project; Accessory dwelling units; Junior accessory dwelling units; Places of worship; Colleges and universities; Commercial recreation; Hospitals and convalescent facilities; Private clubs, lodges, and fraternal organizations; Private education facilities; (j) Public facilities; (k) Retail service, eating and drinking service, personal service, or automotive service when the total additional service related square footage is 1,500 square feet or less. This exemption shall apply only when the additional square footage of new development does not exceed 1,500 square feet. New development that is larger than 1,500 square feet shall pay a fee or otherwise comply with this chapter 4 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx for all square footage, including the first 1,500 square feet; (1) New gross square footage used for (1) an on -site cafeteria, recreational facility, or day care facility provided for employees or their children and not open to the public; or (2) a hazardous materials storage facility; (m) Projects that have established a vested right not to be subject to this chapter; and (n) Any nonresidential project otherwise determined to be exempt pursuant to city council resolution. If a development project is exempt from this chapter at initial construction, but later converts to a use subject to this chapter, the converted square footage will be deemed net new square footage or dwelling units, as applicable, subject to the requirements of this chapter. (Ord. 5408 § 3 (part), 2017) 16.65.030 Basic affordable housing requirement - residential ownership projects. The provisions of this section shall apply to all residential ownership projects, including the residential ownership portion of any mixed use project containing three or more units, except for any residential ownership project exempt under Section 16.65.025. (a) Unless an alternative is approved as described in Section 16.65.080, residential ownership projects shall provide the following: (1) For projects on sites of less than five acres, fifteen percent of the dwelling units in the project shall be made available at affordable sales price to very low, low, and moderate income households; (2) For projects on sites of five acres or more, twenty percent of the dwelling units in the project shall be made available at affordable sales price to very low, low, and moderate income households; and (3) For projects that convert existing rental housing to condominiums, other residential ownership or nonresidential space or that remove existing rental housing, twenty-five percent of the dwelling units in the project shall be made available at affordable sales price to very low, low, and moderate income households. (4) Calculations of the number of affordable units required by this section shall be based on the number of dwelling units in the residential project, excluding any density bonus units. Projects shall not receive a credit for any existing dwelling units demolished as part of the project. (b) The affordable units shall be made available at the following affordable sales prices: (1) For projects subject to subsections (a)(1) and (2) of this section, at least two-thirds of the required affordable units must be made available at affordable sales price to households earning eighty percent to one hundred percent of the area median income, and one-third may be made available at affordable sales prices to households earning between one hundred percent and one hundred twenty percent of the area median income. (2) For projects subject to subsection (a)(3) of this section, at least four -fifths of the required affordable units must be made available at affordable sales price to households earning eighty percent to one hundred percent of the area median income, and one -fifth may be made available at affordable sales prices to households earning between one hundred percent and one hundred twenty percent of the area median income. (c) When the affordable housing requirements described in this section result in a fractional unit, an 5 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx in -lieu payment as specified in Section 16.65.060 may be made for the fractional unit instead of providing an affordable unit, except that, if the project contains thirty or more units, an additional affordable unit shall be provided for each fractional unit of 0.50 or more. The in -lieu fee for a fractional unit shall be calculated as described in the city's affordable housing guidelines. (Ord. 5408 § 3 (part), 2017) 16.65.040 Basic requirement - mixed use, nonresidential and residential rental projects. Unless the mixed use, nonresidential or residential rental project is exempt under Section 16.65.025 or an alternative is approved as described in Section 16.65.080, all mixed use, nonresidential and residential rental projects shall pay housing impact fees as specified in Section 16.65.060 to mitigate the projects' impacts on the need for affordable housing; except that the residential ownership portion of a mixed use project containing three or more units shall comply with Section 16.65.030. (Ord. 5408 § 3 (part), 2017) 16.65.060 Housing impact fee and in -lieu fee. (a) Fees. The amount of any housing impact fees and in -lieu fees shall be established from time to time by ordinance or resolution of the city council. Housing impact fees shall not exceed the cost of mitigating the impact of mixed -use, nonresidential and residential rental projects on the need for affordable housing in the city. (b) Fee payment. Housing impact fees and in -lieu fees, if required, shall be paid prior to issuance of any building permit for a development project subject to this chapter or at a time otherwise specified by city council ordinance or resolution. (Ord. 5408 § 3 (part), 2017) 16.65.070 Requirements for residential projects containing ownership and rental units and for mixed use projects. (a) Residential projects containing ownership and rental units. When a residential project includes both ownership and rental dwelling units, the provisions of this chapter that apply to ownership residential projects shall apply to that portion of the development that consists of ownership dwelling units, while the provisions of this chapter that apply to rental residential project shall apply to that portion of the development that consists of rental dwelling units. (b) Mixed use projects containing residential units. When a mixed use project contains three or more dwelling units, either residential rental or residential ownership, the provisions of this chapter that apply to residential ownership and residential rental projects shall apply to those portions of the development that consist of residential ownership or residential rental units, as applicable, while the provisions of this chapter that apply to non-residential projects shall apply to that portion of the development that consists of non-residential uses. When a mixed use project contains fewer than three dwelling units, impact fees shall apply to those units. (Ord. 5408 § 3 (part), 2017) 6 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx 16.65.075 Provision of affordable units. (a) Standards for affordable units. (1) Affordable units shall be comparable in exterior appearance and overall quality of construction to market -rate units in the same housing development. Interior finishes and amenities must equal those provided in the base model market -rate units. (2) The number of bedrooms and the size of the affordable units shall be comparable to the average number of bedrooms in the market -rate units, except that in a single-family detached development, the decision -making body may allow smaller affordable units or duplex affordable units, if permitted in the zoning district, when this furthers the provision of on -site affordable units. The affordable units shall be reasonably dispersed within the residential project, with unit locations comparable to those of the market -rate units, or, subject to the approval of the planning and community environment director, may be clustered within the residential project when this furthers affordable housing opportunities. (3) The affordable units shall have the same amenities as the market rate units, including the same access to and enjoyment of common open space, parking, storage, and other facilities in the residential project. (b) Timing of construction. The affordable units shall be constructed in proportion to construction of the market -rate units. No building permit shall be issued for any market -rate unit unless a proportional number of building permits have been issued for affordable units, and no certificates of occupancy or final inspections shall be issued for any market -rate units unless a proportional number of certificates of occupancy or final inspections have been issued for affordable units. An alternative phasing plan may be approved as part of the approval of the affordable housing plan described in Section 16.65.090. (c) Continued affordability. (1) All affordable units provided under Section 16.65.030 or Section 16.65.080 shall be subject to a resale restriction, deed of trust, and/or regulatory agreement recorded against the property for execution by the city manager, in a form approved by the city attorney, to ensure the continued affordability of the affordable units. (2) Notwithstanding Section 18.15.040, to be considered as affordable units under this chapter, all affordable units shall remain affordable to the targeted income group for ninety-nine years, except in the case of affordable housing developments provided as an alternate means of compliance pursuant to Section 16.65.080, the city may authorize a fifty- five year affordability restriction if required to maintain eligibility for tax credit financing. (3) Any household that occupies an affordable unit must occupy that unit as its principal residence, unless otherwise approved in writing for rental to a third party for a limited period of time due to household hardship, as determined by the city. (4) No household may begin occupancy of an affordable unit until the household has been determined to be eligible to occupy that unit by the city or designee. (Ord. 5408 § 3 (part), 2017) 16.65.080 Alternative means of compliance. The developer of a mixed use, residential or nonresidential project may request an alternate means of compliance, as described in this section, as a component of the affordable housing plan required by 7 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx Section 16.65.090. (a) Provisions applicable to all alternatives. The following provisions apply to all alternative means of compliance described in this section. (1) The applicant shall bear the burden of presenting substantial evidence to support a finding of infeasibility under subection (b) of this section and to support the feasibility of any proposed alternative. The applicant shall set forth in detail the factual and legal basis for any request under this section. (2) Any request under this section shall be submitted to the planning and community environment director together with an economic analysis, if required, or other supporting documentation and shall be acted upon by the city council. (3) When the affordable housing alternative results in a fractional unit, fees shall be paid as specified in the affordable housing guidelines for any fractional units. (4) All affordable units shall conform with the provisions of Section 16.65.075. (5) The city council may approve or conditionally approve any alternative set forth in this section if it makes all of the following findings and any additional findings required for the selected alternative: (A) The number of affordable units provided by the alternative equals or exceeds that provided by on -site units or by the payment of impact fees, as applicable to the project; (B) The level of affordability provided by the alternative is the same or lower as provided by on -site units or by the payment of impact fees, as applicable to the project; and (C) The alternative is consistent with the comprehensive plan and housing element and the provisions of this chapter. (b) Residential ownership projects. (1) If the provision of affordable ownership units under Section 16.65.030 is infeasible, an applicant for a residential ownership project may request, in order of priority, to: (a) provide on -site affordable rental units as provided in subsection (c) below; (b) provide off -site affordable units as provided in subsection (d) below; (c) dedicate land for affordable housing as provided in subsection (d) below; (d) rehabilitate and convert existing residences to affordable housing, or preserve existing affordable housing, as provided in subsection (e) below; or (e) pay the in -lieu fee adopted as described in Section 16.65.060. The applicant must demonstrate that each of the higher priority options is infeasible before the city will consider a lower priority option. (2) For the purposes of this section, "infeasible" means either that: (a) the affordable sales price would be less than the cost of constructing the affordable unit, including financing but excluding all other costs, including land, marketing, improvements, and profit; or (b) provision of the units would produce a confiscatory or unconstitutional result. (3) Notwithstanding Section 16.65.080(a)(5), the city council may accept fees in lieu of the alternatives in paragraph one provided it makes a finding that special circumstances justify payment of fees over provision of ownership units, such as a finding that the fees generated would result in more affordable units than those required to be provided on site or that funds are needed to finance a pending affordable housing project. (c) Affordable rental units in a residential ownership project or a residential rental project. (1) An applicant for a residential ownership project or a residential rental project may elect to make available dwelling units in the residential project at affordable rent rather than provide on -site for -sale 8 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx affordable units or pay housing impact fees, as applicable. The city council may by ordinance or resolution specify the percentage and affordability level of rental affordable units that are equivalent to provision of on -site for -sale affordable units or payment of housing impact fees, as applicable. (2) To ensure compliance with the Costa -Hawkins Act (Chapter 2.7 of Title 5 of Part 4 of Division 3 of the Civil Code), the city may approve such a proposal only if the applicant agrees in a rent regulatory agreement with the city to limit rents in consideration for a direct financial contribution or a form of assistance specified in Chapter 4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. (3) Any rent regulatory agreement for rental units in a residential ownership project shall include provisions for sale of the affordable units and relocation benefits for tenants of the affordable units if the owner of the residential ownership project later determines to offer the affordable units in the residential project for sale to moderate income households at an affordable sales price. (d) Dedication of land and off -site construction of affordable units. (1) The applicant may submit an affordable housing plan that proposes either to dedicate vacant land suitable for affordable housing or to construct affordable units on another site. Two or more applicants may also jointly propose the provision of vacant land suitable for affordable housing or the construction of off -site affordable units on a single site. (2) Construction of the off -site affordable units may not commence prior to the first approval of the residential project, and construction of the off -site units must occur concurrently with construction of the market -rate units in the residential project as described in Section 16.65.075. (3) The city council may approve or conditionally approve the dedication of land or off -site construction if it makes all of the following fmdings in addition to making the findings in subsection (a)(5) above: (A) Financing or a viable financing plan, which may include public funding, is in place for the off - site affordable units; and (B) The off -site location is suitable for the proposed affordable housing, consistent with any affordable housing guidelines and the housing element, and will not tend to cause residential segregation. (4) No building permit shall be issued for any units in the residential project until committed funding is available for the off -site units, or units to be constructed on land to be dedicated. (5) Off -site construction of affordable units does not qualify the residential project for a density bonus or other regulatory incentives allowed by Government Code Section 65915 unless the off -site development includes the dedication of land conforming to the provisions of Section 65915(g). No off - site alternative may be approved by the city if a density bonus or other regulatory incentive is requested for the site on which the affordable housing is to be built. Any off -site alternative must comply with the density, intensity and other development standards that are permitted under the zone for the site. (e) Rehabilitation and conversion of existing market -rate housing. (1) The applicant may submit an affordable housing plan that proposes the rehabilitation and conversion of existing market -rate housing to affordable housing, or the preservation of existing affordable housing that is not deed restricted as affordable. (2) The market -rate units to be converted to affordable units shall be located in a residential project that is not subject to any existing affordability covenants except covenants restricting other units in the development. 9 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx (3) The affordable housing plan shall include a plan for long-term financial sustainability of the market -rate units to be converted to affordable units, which incorporate, among other things, provisions to accommodate increases in homeowners' association fees, special assessments and maintenance costs. (4) Any existing tenants in the market -rate units to be converted to affordable units shall be eligible to remain in the units; or the applicant shall provide relocation assistance pursuant to California Government Code §§ 7260 et seq. (5) The city council may approve or conditionally approve the proposal if it makes all of the following findings in addition to making the findings in subsection (a)(5) above: (A) The proposal includes substantial rehabilitation of the existing housing equal to at least twenty- five percent of the after -rehabilitation value of the property, inclusive of land value, and the units shall be in decent, safe and sanitary condition and in compliance with all codes; (B) Financing or a viable financing plan is in place for the units to be converted to affordable units; and (C) The off -site location is suitable for the proposed affordable housing, consistent with any affordable housing guidelines and the housing element, and will not tend to cause residential segregation. (6) No building permit shall be issued for any units in the residential project until regulatory agreements approved by the city have been recorded for the existing units to be converted to affordable housing. (f) Mixed use projects. An applicant for a mixed use development may submit an affordable housing plan that proposes to mitigate the affordable housing impacts of the non-residential and residential rental portions of the development through any of the options listed above or through on -site provision of affordable units conforming with applicable provisions of Section 16.65.075. In addition to making the findings in subsection (a)(3) above, the city council may approve or conditionally approve such an alternative if it determines, based on substantial evidence, that such alternative will provide equal or greater public benefit than would payment of the housing impact fee. (g) Nonresidential projects. An applicant for a nonresidential development may submit an affordable housing plan that proposes to mitigate the affordable housing impacts of the development through any of the options listed above or through on -site provision of affordable units conforming with applicable provisions of Section 16.65.075. In addition to making the findings in subsection (a)(5) above, the city council may approve or conditionally approve such an alternative if it determines, based on substantial evidence, that such alternative will provide equal or greater public benefit than would payment of the housing impact fee. (Ord. 5408 § 3 (part), 2017) 16.65.090 Application and review procedures. (a) Affordable housing plan. (1) All residential ownership projects and any mixed use, residential rental or nonresidential project proposing to provide affordable units under the provisions of Section 16.65.080 shall submit an affordable housing plan concurrently with the application for the first approval of the project. The city shall provide an application form specifying the contents of the affordable housing plan. If an affordable housing plan is required, no application for a first approval the project may be deemed complete until a 10 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx complete affordable housing plan is submitted. The cost of reviewing any proposed alternative, including but not limited to the cost to the city of hiring a consultant to review the application, shall be borne by the applicant. (2) No affordable housing plan is required for a mixed use, residential rental project or a nonresidential project if the applicant proposes to pay housing impact fees, or if the project is exempt under Section 16.65.025. (3) Any affordable housing plan shall be processed concurrently with all other permits required for the development project. Before approving the affordable housing plan, the decision -making body shall find that the affordable housing plan conforms to this chapter. A condition shall be attached to require recordation of an affordable housing agreement, as described in subsection (b) of this section below, prior to the approval of any final or parcel map or building permit for the development project. (4) The approved affordable housing plan may be amended prior to issuance of any building permit for the development project. A request for a minor modification of an approved affordable housing plan may be granted by the planning and community environment director if the modification is substantially in compliance with the original affordable housing plan and conditions of approval. Other modifications to the affordable housing plan shall be processed in the same manner as the original plan. (b) Affordable housing agreement. (1) Affordable housing agreements acceptable to the city manager or designee and approved as to form by the city attorney shall be recorded against the residential or nonresidential project prior to approval of any final or parcel map, or issuance of any building permit, whichever occurs first, unless the project is required only to pay impact fees. (2) The affordable housing agreement shall specify the number, type, location, size, and phasing of all affordable units, provisions for income certification and screening of potential purchasers or renters of units, and resale control mechanisms, including the financing of ongoing administrative and monitoring costs, consistent with the approved affordable housing plan and any affordable housing guidelines, as determined by the city manager or designee. (c) The city council, by resolution, may establish fees for the ongoing administration and monitoring of the affordable units, which fees may be updated periodically, as required. (d) The planning and community environment director may adopt affordable housing guidelines to implement this chapter, and may update those guidelines periodically as required. (Ord. 5408 § 3 (part), 2017) 16.65.100 Affordable housing funds. (a) All housing impact fees or other funds collected under this chapter shall be deposited into the city's commercial and residential housing funds. (b) The monies in the commercial and residential housing funds and all earnings from investment of the moneys in the funds shall be expended exclusively to provide housing affordable to very low income, lower income, and moderate income households in the city, consistent with the goals and policies contained in the city's housing element and for administration and compliance monitoring of the affordable housing program. (Ord. 5408 § 3 (part), 2017) 11 of 12 9/27/2018, 4:13 PM Chapter 16.65 CITYWIDE AFFORDABLE HOUSING REQUIREME... http://library.amlegal.com/alpscripts/get-content.aspx 16.65.110 Administrative relief. (a) As part of an application for the first approval of a residential or nonresidential project, a developer may request that the requirements of this chapter be waived or modified by the city council, based upon a showing that applying the requirements of this chapter would result in an unconstitutional taking of property or would result in any other unconstitutional result. (b) The request for a waiver or modification shall set forth in detail the factual and legal basis for the claim. (c) Any request for a waiver or modification shall be reviewed and considered at the same time as the project application or any affordable housing plan. (d) The waiver or modification may be approved only to the extent necessary to avoid an unconstitutional result, based upon legal advice provided by or at the behest of the city attorney, after adoption of written findings, based on legal analysis and substantial evidence. If a waiver or modification is granted, any change in the project shall invalidate the waiver or modification, and a new application shall be required for a waiver or modification under this section. (Ord. 5408 § 3 (part), 2017) 16.65.120 Enforcement. (a) Penalties. 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 designees. (b) The city attorney shall be authorized to enforce the provisions of this chapter and all affordable housing agreements, regulatory agreements, and all other covenants or restrictions placed on affordable units, by civil action and any other proceeding or method permitted by law. (c) Failure of any official or agency to fulfill the requirements of this chapter shall not excuse any developer or owner from the requirements of this chapter. No permit, license, map, or other approval or entitlement for a residential project shall be issued, including without limitation a final inspection or certificate of occupancy, until all applicable requirements of this chapter have been satisfied. (d) The 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. (Ord. 5408 § 3 (part), 2017) 12 of 12 9/27/2018, 4:13 PM JORGENSON, S EGEL, McCLURE & FLEGEL, LLP A.TFORN€YS AT LAW ifILLIAS L. I•cCU RE JORA L. FLEGEL OAA IL SIEGEL DIANE S GREENBERG JENNIFER Ii fRierma e ANOMIE S ROMANDWSIIY I]AVIII L ACTH GREGORY S KLIMGSPOI N NICOLAS A. FLEGEL KRISTINA A FEATON CARA € SILVER JENNIFER A BIERS KIMBERLY li SANER IL AGAR L ZAR Mayor and City Council City of Palo Alto 250 Hamilton Avenue Palo Alto. CA 94301 9D7 ALIIA STREET, SUITE 230 MENLO PARK. CALIFORNIA 74+!25-3392 i(65Q'} 324-V387 FACSIMILE (ISO T_25-4227 irwr_gsmi_cam Subject Request to Modify Timing of Housing Fee Payment (567 Ma Dear Honorable Mayor and City Council: 27, 2018 Market Rate II Avenue) OF COUIISEL KENT MITCHELL LEIGH F_ PRINCE RETIRED JOHN LJORGENSON MARGARET A. SLOAN DECEASED AU(RVIA S SIEGEL (1935 - 27I2) JOHN &COSGROVE ('1431 -2DITI I am writing on behalf of Golden Gate Homes (" GGI 1 to request that the City Council: approve a modification to the timing of the below market rate housing in -lieu fee payment. This is not a request to reduce the below market rate housing fee; it is simply a practical request GGH finds itself in the unique sttualon that although when the project at 567 Maybes was approved the tinning of the in -lieu fee payment was upon the sale of the homes. since t€at time intervening actions by the City of Palo Alto Mty) have changed the tiring to fcc payment upon issuance of the first building permit. GGH will pay the below market rate housing fee in full_ However, just as with ail other development impact and/or infieu fees. GGH would like to defer payment until final building inspection_ This deferral of fees cockl be rr orialized in an agreement that creates a lien aaairst the property to ensure the City receives, full and complete payment of all fees_ This small eange in timing would allow GGH to sell the homes and have the necessary liquid assets avaclabie to pay the City the below market rate housing fee, which is not insignificant and is estimated at around Five Minion Dollars_ The City would experience only a small less than 18 -month difference in the timing of when it receives the full in -lieu fee payment If the Council agrees to the deferral. Therefore, GGH respecffully requests that the City approve the deferred below market rate housing fee payment Discussion On June 20, 2016, the City Council approved GGH's project to c nstrrrct 16 single famdy homes on the property located at 567 Maybell Avenue. The Council approved the payment of an ire -lieu fee to satisfy the City's below market rate housing requirement. At the time of the approval, Palo Alto Municipal Code Chapter 18.14 was applicable to the project and the in4ieu fee was calculated at brie of sale based upon a percentage of the sales price_ SE � NtorreesrLeitter CouffclImr „t. x, Mayor and City Council September 27, 2018 Page 2 In the spring of 2017, the City Council repealed Chapter 1$_14 and adopted Ordinance No. 5409. The Ordinance established a housing in -lieu fee on a per square foot basis payable at the time of building peu.i nit issuance, similar to an impact fee. Pursuant to Palo Alto Municipal Code Section 16.84.030.. impact fees may be deferred until the date of €inaf building inspection_ When the City adopter Ordinance No_ 5409, howe , it did not include similar defeat language. Instead, the Regulatory Agreement Regarding Below Market Rate Units ("Regulatory Agreement), attached hereto for your reference, specifies in Paragraph 1.2 that the fee will be paid at the time of binding permit issuance or at a time otherwise specified by city council ordinance or rescit.ition_; Therefore, the Coundl can act by resolution to allow deferred payment and the Regulato€y Agreement can be amended. GGH is requesting that the fee payment be deferred in accordance with the other agreem=ent it is entering into with the City, the Agreement Creating a Lien to Secure Payment of Deferred Payment of Development Impact Fees and/or In -Lieu Fees ("Agreement), a copy of which is attached. This Agreement defers payment of fees until the date of final bulling inspection approval. It requires all fees to be paid before dal occupancy approval may be granted.. To ensure approval. GGH is granting to the City a lien against the property to guarantee payment in full_ Because alI other development impact fo, , including public art, parkland,. € o mnunity centers, transportatioTh, government facilibes and libraries, may be deferred pursuant to this Agreement, GGH's request to include the below market rate housing fee under this umbrella is reasonable_ This project has been and continues to be a un project in the PaloAtto munity, GGH appreciates the collaborative working relationship it has with the City to solve issues like this one. GGl-i looks forward to the Council's approval of the deferral of the beiow market rate housing tee payment to maid i the timing for payment of all other fees. In the meantime.if you have any questions or wish to discuss this matter further, please do not hesitate to contact me_ Enclosures cc Sincerely, Yurong Han <yhan golciergatehomes.us> Sheldon AhSing < sheldonigmplanninggroupacom> Jodie Gerhardt <J€ d e_gerhardt d afpaloaHo.org> Jon Lai Jonathan_lait[dratycafpaloalto.org Ted 4'Hank n < ted..ohanlon rnail_com> RUAlleaste*Itmorktiterio Omni Fatemakzu 23754549 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Palo Alto Office of the City .Attorney 250 Hamilton Avenue, 8th El r Palo Alto. CA 94301 No fee for recording pursuant to Government Code Section 27383 Regina tlicomendras Santa Clara County_- C3erb-Recorder 49/15/2817 82.59 Pt CONFORMED COPY Copy of document recorded. Has not been comparedwith original. REGULATORY AGREEMENT REGARDING BELOW -MARKET -RATE UNITS 067 Maybell Avenue) This Regulatory Agreement Regarding Below -Market -Rate Units (the "Agreement') is made and entered into as of July 25, 2017 by and between the City of Palo A to, a -charter city am municipal corporation (the 'City'') and Golden Gate Namcs, LLC a Limited Liability 'Company (the "D ekmei-). RECITALS A. On 3une 20. 2016 the City Cotsncil adopted a Rer ord of Land Use Action to approve Developer's construction of ,s teen (lb) for le braising units (die "Development") on that certain property in the City, generally known nnd described as 567 iit'la_ybell Avenue, Pale Alto. California (the "l rtv") and more par eulnrly d cribed ,ire Eshibi:t A attached to this Agreement and incorporated by reference.. B. The Development is subject to the Citys Below -Market -Ram ("13'x") .requirements as contained in Program 113.1 ofthe 2015-3023 llousint; Element (tine liousino Element') that new for -sale wing development include at least fifteen percent (15%) DIVIR dwelling units_ C. The City : eed to permit the :Developer to satisfy the requirements of Housing Element Program H3.3.; _2 by king .a cash paytnent TO the City's Rekidential'Housing Fund in lieu of providing 24 on -sate BMR units, as provided in Palo Alto Municipal Code ("PANIC") Chapter 18.14. D. Subsequently, the City repeated PAMC Ater 18.44 and . Chap= 16,65 and adopted Ordinance No. 5409 setting the housing impact and in -lieu fees for residential development E. To ensure that. the enlira Development will be completed in a orda a with the above described conditions, the City and Developer wish to enter into this Agreement. F_ Developer acknowledges and agrees that in connection with its approv l of the Dei 1opmen , the City provided adequate and' proper notice pursuant to Government -Code Section fi 02.0 of Developer's rig -ht to protest any requirements for fees,. dedications, Agreen1 d Svneture Page 5954 111119i33_i reservations, and other exactions as may be included in this Agreement, that no .protest in compliance with Section 66020 was made within 90 days of the date that notice was given, and that the period has expired in which Developer may protect any and all fccs, dedications, reservations, and ocher exactions as tatty be included in this Agreement. THEREFORE, the City and Developer .agree and aclnowledge that thi above recitals are true and accurate, and .arc incorporated into this Agreement by this reference, and they hereby agree as follow_ ARTICLE I CALCULATION AND PAYMENT Oh IN -LIEU FEES 1.1 Calculation of In -Lien Fees. In lieu of pro\ iding the, required 2.4 I3.MR units on - site and to satisfy its BMR obligations as contained in f rngratn H.3.1.2 ot the Housing Element, Developer agrees to pay is-,icu fees at rates cstablishcd by the City Council by ordnance yr resolution. n. In -lieu fees .shall be calculated using the rate in effect at the of payment. Rates. in effect at the time of this Agri -anent .are provided in Ordinance 5409 attached as Exhibit B. The estimated in lieu fee is as Coi10 . Four Million, Seven 1lundred Scticnty-Ono Thousand, Throe Hundred Fifty dollars and no cents ($4,771..350.00) for Sixty -Three Thousand, Six 1kindred Fiuhte n 1.63.618) square fed of 11%able area al a rate of S.evcnna-Fist; dollars and no cents (S7i00) per square foot. 1.2 Payment of In -Lieu Fees. The in -lieu tees shall be paid prior to first building permit issuar►ee or at a time otherwise specifed by city council ordinance or resolution. Nuthinu in this Agreement Shall oblige the Developer to proceed with the Development. ARTICLE 2 GENERAL PROVISIONS 2.1 Successor.. Tins 1!grxtncnt is binding on any stcc ssoi, hit or assign of Developer. whether a change in interest occurs voluntarily or involuntarily_ by operation of law orotherwisc. except as expressly released by the City. 2.2 Team_ Any and all obligators or responsibilities of the Developer under this Agreement shall terminate upon payment of the required fee. 13 Default_ Failure of the Developer to satisfj> arty of Developer's obligations under the terms of this Agreement within 30 days .after the .delivery of a notice of default from the City will constitute a default under this Arrreement in addition to remedies for breach of this . weenrent, the City may exelcise any and all remedies available to it under law or equity, including but not limited to: (a) withholding, eonditiomng, ss riding or revoking any permit, 'license, subdivision approval or map, or other entitlement for the Project, including without limitation final inspections tor occupancy and/or certificates of occupancy; Signature rage ?5 to IS7415 3'l (b) instituting against the Developer. or other patties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation; (c) where one or more persons have received financial benefit as .a result of violation of this Agreement, the City may assess., and institute legal action to recover as necessary, a penalty in any amount up to and including the amount of financial benefit received, in addition to recovery of the benefit received; and (d) any other means authorized under the City of Palo Alto Municipal Code. 14 Remedies Cumulative_ No right, power, or remedy given to the City by the terms of this Agreement is intended to be exclusive of any other right power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such document, or by any statute or ordinance or -otherwise against Developer and any other person. Neither the failure nor any delay on the paint of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any :outer or further exercise of such right or ttniedy. or any other right or remedy. 2.5 Indemnification. (a) To the fill extent permitted by law, the Developer shall indemnify, defend at its own expense, and hold the City and its elected officials. officers, employees and agents in their official capacity (collectively "lndemniices'") batitilcss .against any and all claims, suits, actions, losses and liability of every kind. nature and description made against it and expenses (including reasonable attorneys, fees) which arise out of or in connection with this Agreement, except to the extent such claim arises from the grossly negligent or willful misconduct of the City or hideinnitees. Each party shall notify the other party immediately in tilting of any claim or damage related to activities performed under this Agreement. The parties shall operate with each other in the investigation and disposition of any claim arising out of the actih ities under this Agreement. provided that noting shall require either party to disclose any documents, records or communications that are protected under the attorney -client privilege or attorney work product privilege_ (b) The provisions of this Section shall sure ive tilt expiration of the Term and any reie:ist of part or all of the Property .from the burdens of this Agreement. 16 Records. Del, eloper shall retain alt records related to compliance with obhnations under this Agreement for a period not less than five years from the date of origination of such records, and snake 'hero available to City employees or others designated by the City for inspection and copying on five business days' writtenMice. 17 Recording and Filing. The Developer shall record this Agreement, and till amendments and supplements to it, in the Official Records of Santa Clara County against the Property prior to the recordation of any parcel mep or final subdivision map or icsuanee of any building permit for the Project, whichever occurs fuss Regt..+iatcry Agrees vt SPage 3t95 If, 1NN3 3 1 2.8 Governintt This Agree.ment is governed by the laws of t Slate of California. 19 Prevailing Pny. If any legal action is commenced to interpret or enforce this Agreement or 10 collect dariiages as a result orally breach of Ibis Agreement. L:h pre's acting ,party shall be entitled to recover all reasonable attorney's fees and costs incurred in such action from the other party, 2,10 Waiver of Re jpirements. No waiver of the regtiire;ments of this Agreement shall occur unless expressly waived by the City in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default :of Developer or to pursue .any remedy permitted under this .Agreement or applicable maw. Any extension of ti Me granted to Dcverloper to perform any obligation under this Agreement will not operate as a waiver or reuse from any of its Obligations under this Agreement_ Consent by the City to any act or omission by Developer sinill not be consirttexi to be consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers. 2_11 Atnendmeitts.. This Agreement may be amended only by a written instrument execrated by all the parties hereto or their successors in title, and duly recorded in the real property records of the County ,of Santa Clara. 2.12 Notices. All notie required herein Shall be sent by certified mail, return receipt requested, express delivery serviee with i del very receipt, or personal delivery with ,a delivery receipt and shalt be deemed to be effective as oft the date received, the date delivery was refused, or the date returned as undeliverable as indicated on the return receipt as follows: City: City of Palo Alto ?50 Hamilton Avenue Palo Alto, CA 94301 Attn: City Manager Developer. Golden Gate Homes, L.LC 2123 T. Baysl ere Road, Suitt 200 Palo Alto, CAA 94303 Attn: Y:umng Han, Manuzvr Such addresses may be c , . ged by notice to the other party given in the same manner a_ prof ided above_ fir ReaultdoryAgmemeat Signals Page 895; tbd ti75533 .t 113 Severabilim If any prevision of this Agreement is found invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in .any way be affected or impaired thereby.. 2.14 114uitinle Connterbarts. This Agreement may be executed in Triultipie originals, each of Which is dcet el to be an original. and may be signed in counterparts. IN WITNESS WHEREOF, the City and Developer have entered into this Agreement. as of the dais first written above. CITY: CITY OF PALO ALTO. a charter ci municipal corporation APPROVED AS TO FORM By: AI'tr rt S. "Vaang Deputy :City .Attorney Regxulait ry Agreerneri! Signature Par, 895''!6I NS13 1 DEVELOPER: Golden Gate Homes. LLC. a .Limited Liability Company "A tf By: Yurc ng Its: Manager A Mary public ar other officer cowplctuia this certificate'verifies only the identity of'the inch", idua! w:ho signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF 4. ar� on rim /7, -0 Before me, "....f.14.40 1-ffirti ,Notary 3'ubli , personallY appeared f,L, R ` /ice proved ! , who to me on .the basis of Satisfactory el i rrce to be the person whose reams arc subscribed to the within insiturctcnt and acknt,wled iNJ to rn that he; hey exixtited the s itne its hisjb,:.r , eir authorized capacitytie,gLand :that by hi crl eir si on the instillment the persook. or the entity upon behalf of Which the persomi acted, exerted a instrument. 1 ccr ify UNDER PENAL -1Y OF PERJURY under the laws attic State of California .beat the foregoing pamvraph is true and correct. WITNESS my hard and official fe f ba { t l`,lame �,1$ a , Notary Public Ca +issiaa s 21189594 haw Public - CAI -anti/ San haaun Canary t iu nll 7 xpse- Dec 13.251 895 W1879533 c11114CAlt OF ACKNOWLEDGMENT (iii Conde § 1189) A manly pubic Dr other weer c sal iiet og this ceraiiicate verifies cads/ the tordilynf the >ind i. oual who signed the dam -silent to soh this Veit ficdte as attached, and not tae trur vir+esar ancuracy, Or valid ty cr# that documera.. STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On '' , before me p a public in and for said unty, personally appeared A -s e 7<I' IJ :TY who proved to me on the h3sis of satisfactory evidence to be the rya subscribed to within instrument and acknowledged to ed the same in authorized capacity pr "and that by ae instrument the fi r''' or the entity upon behalf of which the personJsticted, executed the instruct 1 certify under penalty of perjury under the laws of the State of California that the feregoing paragraph is true and correct. a awl num loan 111.1=111 M Sas ant Ow — gramme EXHIBIT A LEGAL DESCRIPTION Real Property in the City of Palo Alto, County of Santa Clara, State of California, described as follows: TRACT ONE: PARCEL ONE: PORTION OF LOT 10, A5 SHOWN UPON THAT CERTAIN MAP ENTITLED, "MAYBELL TRACT", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON JUNE 19, 1075 IN BOOK K OF MAPS, AT PAGES 88 AND 89, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A HUB SET AT THE POINT OF INTERSECTION OF THE SOUTHEASTERLY LINE OF MAYBELL AVENUE WITH THE NORTHEASTERLY LINE OF 10, AS SAID AVENUE AND LOT ARE SHOWN UPON THE MAP ABOVE REFERRED TO, RUNNING THENCE SOUTH 28' 48' WEST ALONG THE SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE 145.00 FEET TO THE TRUE Pam— OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE AT RIGHT ANGLES TO SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE, SOUTH 61' 12' EAST 85.03 FEET; THENCE RUNNING PARALLEL WITH .SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE SOUTH 28' 48' WEST 111.00 FEET; THENCE NORTH 61' 12' WEST 65.00 FEET TO A :POINT IN 5AI0 SOUTHEASTERLY LINE OF MAYBELL AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE OF NIAYBELL AVENUE NORTH 28' 481 EAST 111:00 FEET TO THE POINT Of BEGINNING. PARCEL TWO: PORTION OF LOT 10, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "MAYBELL TRACT", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON JUNE 19,1905 IN BOOK "K' Of MAPS, AT PAGES 88 AND 89, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS. BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF MAYBELL AVENUE, DISTANT THEREON S. 28' 48' W. 34.83 FEET FROM THE POINT OF INTERSECTION THEREOF WITI-1 THE NORTHEASTERLY LINE OF LOT 10, AS SAID AVENUE AND LOT ARE SHOWN UPON THE MAP OF MAYBELL TRACT HEREINABOVE REFERRED TO; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE OF LOT 10, S. 51' 14' 22" E. 80,74 FEET; THENCE PARALLEL WITH SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE, 5. 28' 48' W. 159.56 FEET; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE OF LOT 1.0, N. 61° 14' 22" W. 15.74 FEET; THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF IVIAYBELL AVENUE N. 2E' 4B' E. 109.49 FEET; THENCE PARALLEL WITH SAID NORTHEASTERLY TINE DF LOT 10 N. 51` 14' 22" W. 65 FEET TO THE SOUTHEASTERLY LINE OF MAYBELL AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE, N. 2$" 48' E. 60..17 FEET TO THE POINT OF BEGINNING.. TRACT TWO: PARCEL ONE: PORTION OF LOT 10, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "MAYBELL TRACT WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY Of SANTA CLARA, STATE OF 2017.07.25 AV/Final Rcgalatary Agreernot Maybell CALIFORNIA, ON JUNE 19, 1905 IN .BOOK K OF MAPS, AT PAGES 88 AND 89, AND MORE PARTICULARLY DESCRIBED A5 FOLLOWS: BEGINNING AT A HUB SET AT THE POINT OF INTERSECTION OF THE SOUTHEASTERLY LINE OF MAYBELL AVENUE WITH THE NORTHEASTERLY LINE OF LOT 10, AS SAID AVENUE AND LOT ARE SHOWN UPON THE MAP ABOVE REFERRED TO, RUNNING THENCE SOUTH 28' 48' WEST ALONG THE SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE 33932 FEET TO AN IRON PIPE SET AT THE INTERSECTION THEREOF WITH THE SOUTHWESTERLY LINE OF SAID LOT 10; RUNNING THENCE SOUTH G3.° 12' EAST ALONG SAID LAST NAMED LINE 9.6. 14 FEET TO AN IRON PIPE AT THE WESTERNMOST CORNER OF THAT CERTAIN 0.94 ACRE TRACT OF LAND DESCRIBED IN THE DEED FROM MARTHA A. CHRISTESON TO GEO M. ANTHONY, DATED MARCH 5, 1937 RECORDED MARCH 26, 1937 IN BOOK 814 OF OFFICIAL RECORDS, PAGE 434, SANTA CLARA COUNTY RECORDS; RUNNING THENCE NORTH 2W 48' EAST ALONG THE NORTHWESTERLY LINE OF SAID 0.94 ACRE TRACT 99.68 I EET TO AN IRON PIPE AT THE NORTHERNMOST CORNER THEREOF; RUNNING THENCE SOUTH 57' 27' 38 EAST ALONG THE NORTHEASTERLY LINE OF THE SAID 0.94 ACRE TRACT 221.17 FEET TO AN IRON PIPE; THENCE LEAVING SAID LAST .NAMED LINE AND RUNNING NORTH 28' 48' EAST AND PARALLEL WITH THE SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE 254.14 FEET TO AN IRON PIPE SET ON THE SAID NORTHEASTERLY LINE OF LOT 10; RUNNING THENCE NORTH 61" 14 22" WEST ALONG SAID LAST NAMED LINE 316.84 FEET TO THE .POINT OF BEGINNING. CONTAINING APPROXIMATELY 2 ACRES, SURVEYED AND MONU VIENTEI3 IN JANUARY 3951 BY GEO S. NOLTE, CIVIL ENGINEER AND LAND SURVEYOR. EXCEPTING THEREFROM THAT CERTAIN PARCEL OF .LAND DESCR BED AS FOLLOWS: PORT#ON OF LOT 10, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "MAYBELL TRACT`, WHICH MAP WAS FILED FOR RECORD IN TH.E OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, ON JUNE 19, 1905 IN BOOK K OF MAPS, AT PAGES 88 AND 89, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A HUB SET AT THE' POINT OF'INTERSECTION OF THE SOUTHEASTERLY LINE OF MAYBE!! AVENUE WITH THE NORTHEASTERLY LINE OF LOT 10, AS SAID AVENUE AND LOT ARE SHOWN UPON THE MAP ABOVE REFERRED TO; RUNNING THENCE SOUTH 28' 48' WEST ALONG THE SAID SOUTHEASTERLY LINE DF IVIAYBEI.t AVENUE 145.00 FEETTOTHE TRUE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE AT RIGHT ANGLES, TO SAID SOUTHEASTERLY LINE OF MAYBELL AVENUE, SOUTH 61' 12 EAST 55.00 FEET: THENCE RUNNING PARALLEL WITH THE SOUTHEASTERLY UNE OF MAYBELL AVENUE SOUTH 28° 48' WEST 111.00 FEET; THENCE NORTH &r 12' WEST 65.00 FEET TO A POINT IN SAID SOUTHEASTERLY LINE OF MAYBELL.AVENUE; THENCE ALONG SAID SOUTHEASTERLY UNE CI: MAYBELL AVENUE NORTH 28° 48' EAST 111.00 FEET TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM: PORTION DF LOT 10, AS SHOWN UPON THAT CERTAIN MAP ENTITLED, "MAYBELL TRACT", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON JUNE 19, 1905 IN BOOK K OF MAPS, AT PAGES 88 AND 89, AM) MORE PARTICULARLY DESCRIBED AS FOLLOWS. 2017 01.25 AY/Final Rcgulatoni Agreement Maybeil BEGINNING AT A POINT ON THE SOUTHEASTERLY UNE OF MAYBELL AVENUE, DISTANT THEREON 5. 28' 48' W. 84.83 FEET FROM THE POINT OF INTERSECTION THEREOF W1TH THE NORTHEASTERLY LINE OF LOT 10, AS SAID AVENUE AND LOT ARE SHOWN UPON THE MAP OF MAYBELL TRACT HEREINABOVE REFERRED TO; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE OF WT 10, 5. 61' 14' 22" E. 80.74 FEET; THENCE PARALLEL WITH SAID 5OUTHEASTERY LINE OF MAYBELL AVENUE, S. 28° 48' W. 159.66 FEET; THENCE PARALLEL WITH SAID NORTHEASTERLY LINE OF LOT 10, N. 51' 14' 22" W. 15.74 FEET; THENCE PARALLEL WITH THE SOUTHEASTERLY LINE OF MAYBELL AVENUE N_ 28' 48' E. 109.49 FEET; THENCE PARALLEL WITH SAID NORTHEASTERLY TINE OF LOT 10 N. 61' 14' 22" W. 65 FEET TO THE SOUTHEASTERLY .UNE OF MAYBELL AVENUE; THENCE ALONG SAID SOUTHEASTERLY LINE, N. 28' 48' E. 60.17 FEET TO THE POINT OF BEGINNING.. ALSO EXCEPTING THEREFROM! PORTION 07 LOT 10, MAP OF MAYBELL TRACT, FILED JUNE 19, 1905, BOOK K OF MAPS AT PAGE 88, SANTA CLARA COU:NTY RECORDS, DESCRIBED A5 FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHEAST LINE OF MAYBELL AVENUE AND THE NORTHEAST LINE OF CLEMO AVENUE, FORMERLY PARK AVENUE; THENCE FROM SAID POINT OF BEGINNING N. 28' 48 E. ALONG SAID LINE OF MAYBELL AVENUE 13.00 FEET; THENCE LEAVING SAID LINE S. 61° 12' E. 10.00 FEET; THENCE 5 25' 48' W 3.00 FEET, THENCE ON THE ARC OF A TANGENT CURVE TO THE LEFT WITH A RADIUS OF 10 FEET, THROUGH A CENTRAL ANGLE OF 90°, AN ARC DISTANCE OF 15.71 FEET TO SAID NORTHEASTERLY LINE OF CLEMO AVENUE; THENCE ALONG SAID UNE N. 61° 12' W. 20.00 FEET TO THE POINT OF BEGINNING. PARCEL TWO: BEGINNING AT A POINT IN THE SOUTHWESTERLY LINE OF LOT 10, DISTANT THEREON N. 61° 12' W. 271.16 FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT 10 IN THE NORTHWESTERLY LINE OF ARASTRADERO ROAD, A5 SAID LOT AND ROAD ARE SHOWN UPON THE MAP OF MAYBELL TRACT HEREINAFTER REFERRED TO; THENCE LEAVING SAID SOUTHWESTERLY LINE AND RUNNING N. 28' 48' E., 85.35 FEET, MORE OR LESS, TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN 0.94 ACRE TRACT DESCRIBED IN THE DEED FROM MARTHA A.'CHRISTE:SON TO GEORGE M. ANTHONY, DATED MARCH 5, 1937 AND RECORDED MARCH 26, 1937 IN BOOK 814 OF OFFICIAL RECORDS PAGE 434, SANTA CLARA COUNTY RECORDS; SAID POINT BEING THE MOST INESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED FROM CURT1S DAY, ET UX, TO SCOBLE, INC., A CORPORATION DATED APRIL 29, 1958 AND RECORDED MAY 12, 1958 t.N BOOK 4072 OF OFFICIAL RECORDS, PAGE 110, SANTA CLARA COUNTY RECORDS; THENCE RUNNING ALONG THE SAID NORTHEASTERLY LINE OF THE 0.94 ACRE PARCEL OF LAND N. 57' 26' W. 221.17 FEET TO THE MOST NORTHERLY CORNER OF SAID 0.94 ACRE PARCEL; THENCE RUNNING ALONG THE NORTHWESTERLY LINE OF SAID 0.94 ACRE PARCEL, 5. 28' 48' W., 99.68 FEET TO THE MOST WESTERLY CORNER THEREOF; THENCE RUNNING ALONG THE SOUTHWESTERLY LINE OF THE SAID 0.94 ACRE PARCEL, SAM LINE ALSO BEING THE SAID SOUTHWESTERLY LINE OF LOT 10 HEREINABOVE REFERRED TO, S. 61' 12' E., 220.70 FEET TO THE POINT OF BEGINNING, AND BEING A PORTION OF LOT 10, AS 5HOWN UPON THAT CERTAIN MAP ENTITLED, "IVIAYBELL TRACT, MAYFIELD SANTA CLARA CO.", WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON LIME 19, 1905 IN BOOK "K" OF MAPS, PAGE 88 AND 89. APN: 137-25-108-00' and 137-25-109-0D 2017.07.25 AY/Finat Regulatory Agreement Maybe! Doak4, , Envelope Mr 5.44ACOfi9-4145-4870 8E7C-F54E52CA3 A93 EXHIBIT B Ordinance No. 5409 Ordinance of the Council of the City of Palo Alto Establishing Housing Impact Fees and Housing In -Lieu Fees for Residential, Nonresidential, and Mixed Use Developments The Council of the City of Palo Alto ORDAINS as follows: A. On November 10, 2014 the City Council of the City of Palo Alto adopted its 2015- 2023 Housing Element which includes the policy of encouraging, fostering, and preserving diverse housing opportunities and which contemplates, among other things, an amendment of the City's below market rate program to promote this policy and to be consistent with case law related to inclusionary:rental housing; and i3. To implement the affordable housing goals, policies and programs of the City's 2015-2023 Housing Element, the City Council has considered and introduced on this same date Ordinance No. 5408 repealing Chapters 18.14 and 1647 of the Palo Alto Municipal Code and adding a new chapter 15.55, Citywide Affordable Housing Requirements (the "Affordable Housing Ordinance"), which provides, among other things, that the City Council shall establish, from time to time, .housing impact fees that may .be applicable to residential rental projects, mixed use projects, and nonresidential projects and housing in -lieu fees that may be applicable to residential ownership projects. The Affordable Housing Ordinance further provides that the City Council may specify the percentage= and affordability level of rental affordable units that are equivalent to provision of on -site for -sale affordable units or payment of housing impact fees. C. To ensure that future development projects mitigate their impact on the need for affordable housing in Palo Alto, and to ensure that any adopted housing impact fees or in - lieu fees do not exceed the actual affordable housing impacts attributable to the development projects to which the fees relate, the City Council has received and considered two reports from Strategic Economics and Vernazza Wolfe Associates dated October and November 2015 and entitled 'Residential Impact Fee Nexus Study" and "Commercial Linkage Fee Nexus Study", respectively (collectively, the "Nexus Studies"), and the findings of the Nexus Studies are incorporated into this Ordinance by this reference - 0. The Nexus Studies use widely used, appropriate methodology to determine the maximum .amount needed to fully mitigate the burdens created by residential, nonresidential and mixed -use development on the need for affordable housing and establish that there is a reasonable relationship between the need for affordable housing and impacts of development for which a fee is charged, and that there is also a reasonable relationship between the impact fee's use and the type of development for which the fee is charged- To ensure that development projects remain economically feasible, the recommended housing impact fees and in -lieu fees as shown in the attached Exhibit A are 163122 ib 0131543 1 Apr i S, Z017 DocwSign Envelope iD:544ACQ69-0145-4$70-BE7C-FP,4E52CA1A93 dower than the maximum amount needed to fully mitigate the burdens created by new development on the need for affordable horsing as determined by the Nexus Studies. F. The City Council now desires to adopt housing impact fees and in -lieu fees for certain residential, nonresidential, and mixed -use development projects as authorized by the Affordable Housing Ordinance, which fees do not exceed the justified fees needed to mitigate the actual affordable housing impacts attributable to the development projects to which the fees relate, as determined by the Nexus Studies; and further desires to specify the percentage and affordability level of rental affordable units that are equivalent to provision of on -site for - sale affordable units or payment of housing impact fees. The City Council further finds that the housing impact fees for retail., restaurant and other non-residential uses (excluding hotels, office, medical office and research and development uses) analyzed in the May 2002 Nexus Study and set forth in the 2016-17 Municipal Fee Schedule are sufficient to mitigate the actual affordable housing impacts attributable to the development projects to which the fees relate. G. The housing in -lieu fees adopted by this ordinance provide an alternative method for calculating the in -lieu fees described by Program H3.1.2 of the City's 2015-2023 Housing Element which, as described in the record, will in most instances provide equivalent or greater total revenue to the Residential .Housing Fund. H. In compliance with the Affordable .Housing Ordinance, all in -lieu fees and impact fees collected shall be deposited into the City's Commercial and Residential Housing Funds to be used only for those purposes included in the Affordable Housing Ordinance, #_ At least ten days prior to the date this ordinance is being heard, data was made available to the public indicating the amount of cost, or estimated cost, required to provide the service for which the fee or service charge is levied and the revenue sources anticipated to provide the service, including general fund revenues, in accordance with Government Code Section 66019. i. At least fourteen days prior to the date this ordinance is being heard, notice was provided to any persons or organizations who had requested notice, in accordance with Government Code Sections 66004 and 66019. K. Notice of the hearing on the proposed fees was .published twice in the manner set forth in Government Code Section 6052a as required by Government Code Sections 66004 and 66018. The City Courntii has reviewed the information contained in this Ordinance and the accompanying staff report and all written and oral testimony at a meeting held on March 27, 2017, NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIt as folio vs: 1'61122 ib 0131543 April 5, 2017 DoouSign Envelope JD 54 4ACO6°.4145-4870-SE7C FBAE52CA1 A53 SECTION 1_ The foregoing recitals are true and correct and incorporated by this reference. SECTION 2. The City Council hereby rapeals the housing impact and housing in lieu fees contained in the 2016-2017 Municipal Fee tchedule as adopted by City Council Ordinance 5385. SECTION 3. The City Council hereby ends the Municipal Fee Schedule by adopting housing impact fees and in -lieu fees for residential ownership development projects, for residential rental development projects, reside es in mixed -.use projects, and nonresidential development, as shown on Exhibit "A", attached hereto and incorporated by this reference. SECTION 4. The City Council may re .w housing impact and in -lieu fees from time to time. For any annual period during which the Ciiv Council does not review the housing impact and in -lieu fees, fee amounts shall be adjusted >G accordance with Chapter 16.64. 4 SECTION 5. As provided in Section 15,5.080(C)(1) of the Affordable Housing Ordinance, the City Council hereby determines -zat the following percentages of rental affordable units that are equivalent to provisio:nrof on -site for -sale affordable units or payment of housing impact fees: Required Affordable Rental Units (Where rental alternative requested under 16.65.080(C)) Rental Rental Alternative to For -Sale Residential Units (no condo map) (Sites Less than 5 Acres)* Income Category Very Low Income Low Income 15% Moderate income 1 15% TOTAL 15% 15% .. Rental alternative equivalentsfor projects over5 acres will be subje€t to Council appr-va' on a case by case basis. SECTION 6, The City has determined that the housing mitigation fees should be adopted and administered consistent with the requirements applicable to fees for public facilities in California Government Code Sect on 66000 et seq., commonly referred to as the Mitigat'on Fee Act, without deterinining that it is required to do so. 1611.22 jb 0131543 April 5, 2017 DocuSicjn EnvelepoID 544AC069-4t-08 87D-8E7C-F&4E52CA1A93 SECTION 7. Adoption of this ordinance is exempt from the California Environmental Quality Act because the proposed fee increase is not a project, in that it is a government funding mechanism which loses not involve any commitment to any specific protect (CEQA Guidelines Section 153igjh.){4)). 161122 03 0131541 4 Apr 1 5, 2017 Do uSign Envelope tO 5d4AGOF9-4145-4870-6E7GF&4E52CA1A93 SECTION 8. Severabiiity. 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 upon the sixtieth (60th) day after its passage and adoption. INTRODUCED: March 27, 2017 PASSED: April 17, 7017 AYES: FILSETH, FINE, .KNI SS, SHARFF, TANAKA, WOLRACH NOES: DUBOIS, HOLMAN, KOU ABSENT: ABS! ENT1ONS: Ali EST: Atilt4r ,u+a==r^no• t •ns City Clerk APPROVED AS TO FORM: "—tbel.15igrte4 toy Abut tio44 ssm stzc1.utx Senior Asst. City Attorney 151122 ib 0131543 5 DxuSignrA by "1/4—...FrR .:Si.'K3i1:lc i Mayor APPROVED: AoCJ5 ,d lay CFr.Karlrl City Manager ,—Dbc,o b,: - far Ma 3.yra,:ry.aa� Director of Planning and Community Environment e--Docladgel Director of Administrative Services April 5, 2017 1JocuSign Envelope ND 544ACO6S-4145-48727-BE7C.F84E52CA1A93 ATTACHMENT A Housing Impact Fees and In -Lieu Fees Residential Projects: " Residential Floor Area for Single -Family Detached and Attached Homes includes all horizontal areas of the several floors of such buildings measured from the exterior faces of exterior walls or from the center line of party walls separating two (2) buildings, minus the horizontal .areas of such buildings used exclusively for parking. Basements shall be included in this measurement when they include livable area_ "Residential Floor Area" for Apartments and Condominiums includes all horizontal areas of the several floors of such buildings measured from the exterior faces of exterior walls or from the center line of party walls separating two (2) buildings, minus the horizontal areas of such buildings used exclusively for covered porches, patios, or other outdoor space, amenities and common space, parking, elevators, stairwells or stairs between floors, hallways, and between - unit circulation_ "Net New Residential Floor Area" far Rental Project (Apartments) rrteans the Residential Floor Area for the net new units. Residential Ownership Projects and Residential Ownership Units in Mixed Use Projects' (For fractional units & where in t eu fee approved under 1i7.65:a8G('8)) In -Lieu Fee per Square Foot of Residential Floor Area Single-family Detached Home $75 Single -Family. Attached Home $50 Condominiums $50 Residential Rental Projects and Residential impact Fee per Square Foot of Net New Rental Units in Mixed Use Projects* Residential Floor Area Apartments $20 *The residential ownership portion of a mixed use project containing three or more units shall comply with Section 16.65.030 unless an alternative means of compliance is authorized under Section 16.65.080V). The residential rental portion of a mixed use project containing three or more units shall comply with Section 16.65.040 unless an alternative means of compliance is authorized under Section 16,65.080(F). The residential component of mixed use projects containing fewer than three dwelling units shall be subject to the housing impact fees shown in this table. 11122 jb 0131543 April 5, 2017 DocuSign Enve'.ape `:D: 544AC063-X1745-71370-BE7G984E52CA X93 Residential projects may be exempt from payment of housing impact and housing in -lieu fees as provided in Section 16.65.025. Nonresidential Projects and Nonresidential Square Footage in Mixed -Ilse Projects "Nonresidential Floor Area" includes all horizontal areas of the several floors of such buildings measured from the exterior faces of exterior walls or from the center line of party walls separating two 12) buildings, minus the horizontal areas of such buildings used exclusively for parking. If no non-residential use existed on the site within one year prior to the issuance of a building permit for the project, the Housing Impact Fee is calculated by multiplying the Nonresidential Floor Area contained in the project by the relevant Housing Impact Fee. Where another non-residential use existed on the site within one year prior to the issuance of a building permit for the project, the Housing impact Fee is calculated by: 1. Multiplying the Nonresidential Floor Area contained in the p-roject by the relevant Housing Impact Fee; 2. lNiulti.pl y ing the Nonresidential Floor Area of the former use by the relevant Housing Impact Fee shown in this table; and 3. Subtracting the amount calculated in Step 2from the amount calculated in Step 1. Nonresidential Use Hotel Retail, Restaurants and Other Non - Residential* Uses Office,. Medical Office and Research and Development Housing impact Fee per Square Foot o r onresidential floor Area $20.37 $ 0.37*' $35 *Hotels and Office, medical office and research and development uses are not included in "other non-residential uses." **This rate is carried over from the 2015-17 Municipal Fee Schedule as analyzed in the May 2002 Nexus Study and adjusted fo.r inflation._ Nonresidential projects may exempt from payment of housing impact fees as provided in Section 15,65.025. 161122ibO131543 7 Aprils, 2017 This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code After Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 AGREEMENT CREATING A LIEN TO SECURE PAYMENT OF DEFERRED PAYMENT OF DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES ADDRESS: 567 MAYBELL AVENUE, PALO ALTO, CA A.P.N. No.137-25-108 & 137-25-109 This Agreement, made and executed this day of , 2018, by and between the CITY OF PALO ALTO, a California charter municipal corporation ("City"), and GOLDEN GATE HOMES, LLC, a California Limited Liability Company ("Developer") to secure the payment of deferred development impact fees and or in -lieu fees that would otherwise be due prior to issuance of a building permit. RECITALS A. Developer is the owner of that certain tract of land situated in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 567 Maybell Avenue [street address], Palo Alto, California and more fully described in Exhibit A [legal description], (the "Property"); and B. On or about June 28, 2017 and August 24, 2017, City approved Developer's application(s) for Tentative Map and Architectural Review respectively [entitlements], subject to conditions of approval including the payment of development impact fees and/or in -lieu fees under Chapter 16.64 of the Palo Alto Municipal Code ("PAMC"). C. Developer wishes to defer payment of development impact fees and/or in -lieu fees associated with the Property, more fully described in Exhibit B, pursuant to PAMC Section 16.64.030 NOW, THEREFORE, for and in consideration of the approval and covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Deferral of Fees. Pursuant to PAMC Section 16.64.030, payment of the development impact fees and/or in -lieu fees described in Exhibit 13 shall be deferred until the date of final building inspection approval. All fees must be paid before final occupancy approval may be granted. Fees shall be payable at the rates in effect on the date the fees are paid. 2. Lien Created. Developer hereby grants to the City a lien against the Property described in Exhibit A; said lien is intended to guarantee the payment in full of the deferred fees described in Exhibit B, plus the City's costs of enforcement and collection, including reasonable attorney's fees, if any. 3. Release of Lien. Upon full payment of all deferred fees to City and complete satisfaction of all terms of this Agreement by the Developer, the City shall promptly release the lien created hereunder by executing a lien release in substantial form as show in Exhibit C. 4. Enforcement. The City may pursue collection through all available legal and administrative means, including without limitation, judicial or non judicial foreclosure of the recorded lien against the Property or a civil judgment against the Developer for breach of this Agreement andlor the security provided hereunder. The Developer will be responsible for any fees required of the City for the enforcement and collection of the development impact fees, including reasonable attorney's fees. 5. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To City: To Developer: Office of the City Clerk 250 Hamilton Avenue PaIo Alto, CA 9430I 6. Miscellaneous. a. This Agreement will be governed by the laws of the State of California. b. 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. c. The terms, covenants and conditions of this agreement shall run with the land and shall bind, the heirs, successors, executors, administrators, assigns, contractors, and subcontractors of the parties. d. 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. e. 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. f. In the event the either the City or Developer shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition, or obligation. g - 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. h. 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. 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 caused this agreement to be executed in duplicate the day and year first above written. CITY OF PALO ALTO Developer City Manager APPROVED AS TO FORM: Deputy City Attorney Name: Title: APPROVED AS TO CONTENT: Name: Title: Director of Planning and Conununity Environment EXHIBIT A LEGAL DESCRIPTION EXHIBIT B DEFERRED DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES [name of feel [amount of fee] Amounts provided are estimates based on the rates in effect at the time this Agreement is executed. Fees are payable at the rates in effect on the date of payment_ EXHIBIT B LIEN RELEASE FORM This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code After Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 I Iamilton Avenue Palo Alto, CA 94301 RELEASE OF LIEN UPON REAL PROPERTY ADDRESS: 567 MAYBELL AVENUE, PALO ALTO, CA A.P.N. No. 137-25-108 & 137-25-109 WHEREAS, on ("Grantor") and the City of Palo Alto ("City") entered into an Agreement Creating a Lien to Secure Deferred Payment of Development Impact Fees and/or In -Lieu Fees ("Agreement"), which Agreement was recorded as Document No. in the Official Records of the County of Santa Clara on ; and WHEREAS, Grantor has satisfied the conditions for the release of lien encumbering certain property under the Agreement; NOW, THEREFORE, Grantee hereby releases all of its right, title, and interest to the lien in the real property described in Exhibit A, attached hereto. CITY OF PALO ALTO Date: City Manager APPROVED AS TO FORM: Deputy City Attorney APPROVED AS TO CONTENT: Director of Planning and Community Environment CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOT YET ADOPTED Resolution No. Resolution of the Council of the City of Palo Alto Authorizing the City Manager or Designee to Execute an Agreement Deferring Affordable Housing In -Lieu Fees for 567 Maybell RECITALS A. Golden Gate Homes, LLC, ("Developer") is the owner of that certain tract of land situated in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 567 Maybell, Palo Alto, California (the "Property"); and B. On or about June 28, 2017 and August 24, 2017, City approved Developer's application(s) for Tentative Map and Architectural Review, respectively, subject to conditions of approval including the payment of development impact fees and/or in -lieu fees under Chapter 16.64 of the Palo Alto Municipal Code ("PAMC"). C. On or about October 15, 2018, City Manager approved Developer's request to defer payment of development impact fees and the Parties executed the AGREEMENT. D. Pursuant to PAMC Section 16.65.060, below market rate housing in -lieu fees must be paid prior to issuance of any building permit for a development project, unless otherwise specified by City Council ordinance or resolution. E. Developer has requested that the time of payment for below market rate housing in -lieu fees be deferred until the date a final occupancy permit is issued. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The City Manager is hereby authorized to execute an agreement deferring below market rate housing in -lieu fees for Architectural Review Approval No. and Tentative Map Approval No. to the date of final occupancy approval for the first completed unit of the project. 1/ 1/ /1 121009 NOT YET ADOPTED SECTION 2. 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: Deputy City Attorney City Manager Director of Planning and Community Environment Director of Administrative Services 121009 This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code After Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 AGREEMENT CREATING A LIEN TO SECURE PAYMENT OF DEFERRED PAYMENT OF DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES ADDRESS: 567 MAYBELL AVENUE, PALO ALTO, CA A.P.N. No.137-25-108 & 137-25-109 This Agreement, made and executed this j� day of ' a i.k 'k , 2018, by and between the CITY OF PALO ALTO, a California charter municipal corporation ("City"), and GOLDEN GATE HOMES, LLC, a California Limited Liability Company ("Developer") to secure the payment of deferred development impact fees and or in -lieu fees that would otherwise be due prior to issuance of a building permit. RECITALS A. Developer is the owner of that certain tract of land situated in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 567 Maybell Avenue, Palo Alto, California and more fully described in Exhibit A, (the "Property"); and B. On or about June 28, 2017 and August 24, 2017, City approved Developer's application(s) for Tentative Map and Architectural Review respectively, subject to conditions of approval including the payment of development impact fees and/or in -lieu fees under Chapter 16.64 of the Palo Alto Municipal Code ("PAMC"). C. Developer wishes to defer payment of development impact fees and/or in -lieu fees associated with the Property, more fully described in Exhibit B, pursuant to PAMC Section 16.64.030 NOW, THEREFORE, for and in consideration of the approval and covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Deferral of Fees. Pursuant to PAMC Section 16.64.030, payment of the development impact fees and/or in -lieu fees described in Exhibit B shall be deferred until the date of final building inspection approval. All fees must be paid before final occupancy approval may be granted. Fees shall be payable at the rates in effect on the date the fees are paid. 2. Lien Created. Developer hereby grants to the City a lien against the Property described in Exhibit A; said lien is intended to guarantee the payment in full of the deferred fees described in Exhibit B, plus the City's costs of enforcement and collection, including reasonable attomey's fees, if any. 3. Release of Lien. Upon full payment of all deferred fees to City and complete satisfaction of all terms of this Agreement by the Developer, the City shall promptly release the lien created hereunder by executing a lien release in substantial form as show in Exhibit C. 4. Enforcement. If not timely paid, the City may pursue collection through all available legal and administrative means, including without limitation, judicial or non judicial foreclosure of the recorded lien against the Property or a civil judgment against the Developer for breach of this Agreement and/or the security provided hereunder. The Developer will be responsible for any fees required of the City for the enforcement and collection of the development impact fees, including reasonable attorney's fees. 5. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To City: To Developer: Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94301 Golden Gate Homes, LLC 2225 E. Bayshore Road, Suite 200 Palo Alto, CA 94303 Attn: Yurong Han, Manager 6. Miscellaneous. a. This Agreement will be governed by the laws of the State of California. b. 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. c. The teams, covenants and conditions of this Agreement shall run with the land and shall bind, the heirs, successors, executors, administrators, assigns, contractors, and subcontractors of the parties. d. 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. e. 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 find force and effect. f. In the event the either the City or Developer shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition, or obligation. g. 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 m any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. h. The individuals executing this Agreement represent and wan it that they have the legal capacity and authority to do so on behalf of their respective legal entities. 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 caused this agreement to be executed in duplicate the day and year first above written. CITY OF PALO ALTO ' City Manager Deputy City Attorney tit s APPROVED AS TO CONTENT: to of Pl.' r g Community Environment 3`P"/N?etaPl l.4b (wiry r1. Developer 4U tiou R CVC ( .00 &t -e ±-e_ /lame Name: \11)///1,140 M. 5 PGA. vl Title: cr.v1. Name: Title: EXHIBIT A LEGAL DESCRIPTION All that real property in the City of Palo Alto, County of Santa Clara, State of California, described as follows: Lots 1 through 16, inclusive and Lot A of Tract No. 10434, filed May 1, 2018, in Book 913 of Maps, Pages 3 through 7, inclusive, Official Records Santa Clara County. APN's: 137-25-108 and 137-25-109 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT jy�.' M!�.%4/:/h',V'V�1/./�,�:Jd N�vN`n�VV'.�.'V� ..V���.^..'/\M/N\N\% ~VVN�Y M�`.NWVY/'� /Y./.M/+�.'/'..'..V.V•M/V..Y ./V�NVI A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 1 1 State of California County of Santa Clara On P It Date / /\/ -T personally appeared > Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose c t d the same in ' subscribed to the within instrument and acknowledged to me that he/she/they executed xe his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. paragraph is true and correct. WITNESS my hand and official seal. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing SAM SARI ( COMM.1 2095220 fn Cow FUBUC•CAUFORIOA N SANTA CLAM COUNTY MY Ca ixr, JAN, 29, 2019 S before me, Sam Sahi, Notary Public, Notary Seal Notary Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. 5 Description of Attached Document A K_E &. M E' kU ? C R —t-17 7/ N Ci L i C kJ Title or Type of Document G Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner -- 0 Limited 0 General ? 0 Attorney -in -fact ❑ Trustee ❑ Parent, Guardian, or Conservator ❑ Other: Signer is Representing: 1 1/1/2015 EXHIBIT C LIEN RELEASE FORM This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Govemment Code After Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 RELEASE OF LIEN UPON REAL PROPERTY ADDRESS: 567 MAYBELL AVENUE, PALO ALTO, CA A.P.N. No. 137-25-108 & 137-25-109 WHEREAS, on , Golden Gate Homes, LLC ("Developer") and the City of Palo Alto ("City") entered into an Agreement Creating a Lien to Secure Deferred Payment of Development Impact Fees and/or In -Lieu Fees ("Agreement"), which Agreement was recorded as Document No. the Official Records of the County of Santa Clara on ; and WHEREAS, Developer has satisfied the conditions for the release of lien encumbering that certain property identified in the Agreement; NOW, THEREFORE, the City hereby releases all of its right, title, and interest in the lien on the real property described in Exhibit A, attached hereto. CITY OF PALO ALTO Date: City Manager APPROVED AS TO FORM: Deputy City Attorney APPROVED AS TO CONTENT: Director of Planning and Community Environment EXHIBIT B DEFERRED DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES Name of Fee Amount of Fee Public Art In -Lieu $100,000 Community Centers $36,900 Libraries $12,888 Public Safety $12,372 General Government $15,588 Housing (In -lieu) $0 Charleston/Arastadero Traffic $15,600 Citywide Traffic $42,708 Parkland Dedication $722,457.36 Total: $958,513 Amounts provided are estimates based on the rates in effect at the time this Agreement is executed. Fees are payable at the rates in effect on the date of payment. This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code After Recordation, mail to: OFFICE OF THE CITY ATTORNEY 250 Hamilton Avenue Palo Alto, CA 94301 AMENDMENT NO. 1 TO AGREEMENT CREATING A LIEN TO SECURE PAYMENT OF DEFERRED PAYMENT OF DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES ADDRESS:567 Maybell AvenuvpALO ALTO, CA A.P.N. No. 137-25-108 8r 137-25-109 This Amendment No. 1 ("AMENDMENT") to the above -referenced Agreement, recorded in the Official Records of Santa Clara County as Instrument No. , ("AGREEMENT") is entered into by and between the CITY OF PALO ALTO, a California charter municipal corporation ("City"), and GOLDEN GATE HOMES, LLC, a California Limited Liability Company ("Developer") to secure the payment of deferred development impact fees and or in -lieu fees that would otherwise be due prior to issuance of a building permit. RECITALS A. Developer is the owner of that certain tract of land situated in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 567 Maybell, Palo Alto, California (the "Property"); and B. On or about June 28, 2017 and August 24, 2017, City approved Developer's application(s) for Tentative Map and Architectural Review, respectively, subject to conditions of approval including the payment of development impact fees and/or in -lieu fees under Chapter 16.64 of the Palo Alto Municipal Code ("PAMC"). C. On or about City's Director of Planning and Community Environment approved Developer's request to defer payment of development impact fees and the Parties executed the AGREEMENT. D. On or about October 15, 2018 the Palo Alto City Council adopted Resolution No. approving Developer's request to defer payment of below market housing in -lieu fees pursuant to PAMC Section 16.65.060. E. The Parties wish to amend the AGREEMENT. NOW, THEREFORE, for and in consideration of the approval and covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Section 1 of the AGREEMENT, Deferral of Fees is hereby amended to read as follows: 1. Deferral of Fees. Pursuant to PAMC Section 16.64.030 and City Council Resolution , payment of the development impact fees and in -lieu fees identified in Exhibit B shall be deferred until the date of final occupancy approval for the first completed unit, except that percent (10%) of the affordable housing in -lieu fee shall be paid prior to issuance of a building permit. In addition, upon payment of the remaining ninety percent (90%) of the affordable housing in -lieu fee, Developer shall provide an additional three percent (3%) of the amount due, to be deposited in the City's Residential Housing fund. All fees must be paid before final occupancy approval may be granted. Fees shall be payable at the rates in effect on the date the fees are paid. 2. The following Exhibit(s) to the AGREEMENT is/are hereby amended to read as set forth in the attachments to this Amendment, which are incorporated in full by this reference: a. Exhibit "B" entitled "DEFERRED DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES" 3. Except as herein modified, all other provisions of the AGREEMENT, including any exhibits and amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in duplicate the day and year first above written. CITY OF PALO ALTO Developer City Manager APPROVED AS TO FORM: Deputy City Attorney APPROVED AS TO CONTENT: Director of Planning and Community Environment Name: Title: EXHIBIT B DEFERRED DEVELOPMENT IMPACT FEES AND/OR IN -LIEU FEES Name of Fee Current Estimated Amount of Fee Public Art In -Lieu $100,000 Community Centers $36,900 Libraries $12,888 Public Safety $12,372 General Government $15,588 Charleston/Arastadero Traffic $15,600 Citywide Traffic $42,708 Parkland Dedication $722,457.36 Sub -Total: $958,513.36 Housing (In -lieu) $4,771,350 Total: $5,729,863.36 Amounts provided are estimates based on the rates in effect at the time this Agreement is executed. Fees are payable at the rates in effect on the date of payment. CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. CITY OF PALO ALTO City of Palo Alto (ID # 9562) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: Colorado Power Station COP -2 Transformer Replacement Title: Approval of Contract Number C19173185 With Siemens Industry, Inc. in an Amount of $1,600,753 for the Colorado Power Station Transformer Replacement; Authorization to Negotiate and Execute Related Change Orders in the Amount of $240,113, for a Total Not -to -Exceed Amount of $1,840,866, and Approval of an Electric Capital Improvement Fund Budget Amendment From: City Manager Lead Department: Utilities Lead Department: Utilities Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with Siemens Industry, Inc. (Attachment A) in an amount not to exceed of $1,600,753 for the Colorado Power Station Transformer Replacement; 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Siemens Industry, Inc. for related additional, but unforeseen work which may develop during the project; the total of which shall not exceed $240,113 or 15% of total contract; the total not -to -exceed amount is $1,840,866 for the contract; 3. Amend the Fiscal Year 2019 Budget Appropriation Ordinance for the Electric Fund by: a. Increasing the budget appropriation for the Colorado Power Equipment Upgrades project (EL -19001) by $1,800,000; b. Decreasing the budget appropriation for the Rebuild Underground Utility District 20 project (EL -14002) by $1,250,000; and c. Decreasing the budget appropriation for the VA Hospital Customer Load Requirements project (EL -17003) by $550,000. Background City of Palo Alto Utilities (CPAU) owns and operates the electric system serving approximately 30,000 customers in the City. At the City's Colorado Power Station (COP), the system is fed City of Palo Alto Page 1 from an 115,000 Volt (115kV) energy source which is stepped down, or transformed, to 60,000 Volts (60kV) as it enters the City's subtransmission system, linking nine 12,000 and 4,000 Volt (12kV and 4kV, respectively) distribution substations. CPAU owns and operates three 115kV to 60kV electric power transformers at COP that supplies all power to the City of Palo Alto. On June 7, 2018, a bird caused significant damage to terminals of one of the transformers, COP -2, which requires repairs well beyond the cost of a new transformer. The damaged COP -2 was manufactured by Federal Pacific Electric Company in 1972. The lead time for procurement of a new transformer is approximately one year. The normal lifespan of these types of units is 40 to 50 years when operating near full load; however, with Palo Alto's load and based on transformer testing matrices, the expected life expectancy is higher. Discussion The Colorado Power Equipment replacement project (EL -19001) is a new project added to the Electric Capital Improvement plan in fiscal year 2019. The original purpose of this major project was to refurbish the three main COP electric power transformers, COP -1, COP -2, and COP -3. Staff's plan was for servicing one transformer at a time for refurbishment. However, with the recent damage on COP -2 taking one transformer out -of -service for an extended duration, there is a higher risk for outage problems if the two remaining transformers are taken out -of -service. To account for the damaged COP -2, refurbishment will be reallocated as a budget item in the following fiscal year when all three power transformers are in service and online to back each other up. Staff is proposing to repurpose the funds in EL -19001 to replace the failed COP -2 transformer first, instead of refurbishing the three transformers at this time. CPAU will reallocate $1,250,000 of funding from the Rebuild Underground Utility District 20 project (EL -14002). Given the recent community feedback from Green Acres for rebuilding utility underground district 15, staff is evaluating alternative system designs with pad -mounted and subsurface equipment. Staff is consulting with the Utilities Advisory Committee on this item. CPAU will also be reallocating $550,000 from the VA Hospital Customer Load Requirements project (EL -17003) because the customer is still in the planning phase and construction will not begin until FY 2020 at the earliest. The new replacement COP -2 transformer will be of similar dimension, size, and capacity as the existing COP -2 transformer for ease of installation and electrical matching with the other two power transformers, otherwise costs and project duration will increase significantly. Procurement will include shipping, delivery, setting in place on the existing transformer pad, preparation for energization, and testing In addition, the new transformer will be manufactured using modern manufacturing techniques including, but not limited to, lower annual energy losses. In addition to installation of the new COP -2 transformer, CPAU will be replacing the station power source which strengthens redundancy at the Colorado substation. To aid in the procurement process, CPAU has retained an industry expert with Transformer Consulting Services, Inc. in the amount of $20,625, to develop the functional specifications, operating characteristics, and technical data requirements of the new power transformer. City of Palo Alto Page 2 Solicitation Process On August 16, 2018, a notice inviting a Design/Build Request for Proposals (RFP) for the Colorado Power Station COP -2 Transformer Replacement Procurement was posted at City Hall and on the Planet Bids portal. The Design/Build process was selected to allow evaluation criteria consistent with the complex technical requirements and varied exceptions that can be taken in this very competitive transformer marketplace. The industry standard for the bidding period is 5 weeks. Bids were received from five qualified bidders on September 19, 2018. Summary of Solicitation Process Proposal Title Colorado Power Station COP -2 Transformer Replacement Procurement Proposal Number 173185 Proposed Length of Project 10 months Number of Proposal packages downloaded 609 Total Days to Respond to Proposal 35 Number of Proposals Received: 5 Company Name Location (City, State) Amount Siemens Industry, Inc. Raleigh, NC $1,600,753 Proposal costs ranged from $1,600,753 to $2,043,320. Cost of Services The following criteria were used during the evaluation process to identify the successful proposer: • Proposer's compliance to Terms & Conditions and RFP requirements • Proposer's cost. • Proposer's references and past experience • Proposer's schedule • Proposer's installation and field dressing plan • Proposer's field testing plan • Proposer's compliance to technical specifications. Resource Impact The FY 2019 budget of $900,000 appropriated in the Colorado Power Equipment Upgrades project (EL -19001), is not enough to cover the purchase and installation of a new transformer and replacement of the station power source. As a result, $1,250,000 from Rebuild Underground Utility District 20 project (EL -14002) and $550,000 from VA Hospital Customer Load Requirement (EL -17003) are recommended to be reallocated to EL -19001, thus increasing the total EL -19001 budget amount to $2,700,000. Potential revenue from an insurance claim that has been filed and is under review may help offset some of these expenses. After the City of Palo Alto Page 3 claim is settled, staff will submit a FY 2019 Mid -Year revenue change request for the insurance reimbursement amount. Any future budget adjustments for these three CIP projects will be subject to Council approval. Policy Implications The approval of this Enterprise Fund professional services contract is consistent with existing City policies. This recommendation is consistent with the Council -approved Utilities Strategic Plan (Staff Report 1880), especially the strategic objectives to: "Ensure a reliable supply of utility resources". Environmental Review Approval of the attached contract is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to section 15302 (replacement or reconstruction of existing facilities) of the CEQA Guidelines. Prepared By: Department Head: City Manager Approval: Jim Bujtor, Senior Electrical Engineer Ed Shikada, Assistant City Manager James Keene, City Manager Attachments: • Attachment A - C19173185 Colorado Transformer contract City of Palo Alto Page 4 ATTACHMENT A CITY OF PALO ALFTfl DESIGN -BUILD CONTRACT Contract No. C19173185 City of Palo Alto "Colorado Power Station COP -2 Transformer" Project DESIGN -BUILD CONTRACT 1 2017 DESIGN -BUILD CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS 4 1.1 Recitals 4 1.2 Definitions 4 SECTION 2 THE PROJECT 4 SECTION 3 THE CONTRACT DOCUMENTS 5 3.1 List of Documents 5 3.2 Order of Precedence 5 SECTION 4 DBE'S DUTY 6 4.1 Relationship of Trust and Confidence 6 4.2 Scope of Services 6 4.3 Design Services 6 4.4 Construction Services 7 4.5 DBE's Subcontractors 8 4.6 Coordination of Work 8 4.7 DBE's Representative 9 SECTION 5 PROJECT TEAM 9 SECTION 6 TIME OF COMPLETION 9 6.1 Time is of Essence 9 6.2 Commencement of Work 9 6.3 Contract Time 9 6.4 Liquidated Damages 9 6.5 Adjustments to Contract Time 9 SECTION 7 COMPENSATION TO DBE 10 7.1 Contract Sum 10 7.2 Full Compensation 10 SECTION 8 STANDARD OF CARE 10 SECTION 9 INDEMNIFICATION 10 9.1 Hold Harmless 10 9.2 Survival 10 SECTION 10 NONDISCRIMINATION 11 SECTION 11 INSURANCE AND BONDS 11 SECTION 12 PROHIBITION AGAINST TRANSFERS 11 SECTION 13 NOTICES 11 13.1 Method of Notice 11 13.2 Notice Recipients 11 13.3 Change of Address 12 SECTION 14 DEFAULT 12 14.1 Notice of Default 12 14.2 Opportunity to Cure Default 13 SECTION 15 CITY'S RIGHTS AND REMEDIES 13 15.1 Remedies Upon Default 13 15.2 Delays by Sureties 14 15.3 Damages to City 14 15.4 Suspension by City 14 15.5 Termination Without Cause 15 15.6 DBE's Duties Upon Termination 16 SECTION 16 DBE'S RIGHTS AND REMEDIES 16 16.1 DBE'S Remedies 16 16.2 Damages to DBE 17 SECTION 17 ACCOUNTING RECORDS 17 17.1 Financial Management and City Access 17 17.2 Compliance with City Requests 17 SECTION 18 INDEPENDENT PARTIES 17 SECTION 19 NUISANCE 17 SECTION 20 PERMITS AND LICENSES 18 SECTION 21 WAIVER 18 SECTION 22 GOVERNING LAW AND VENUE 18 SECTION 23 COMPLETE AGREEMENT 18 SECTION 24 SURVIVAL OF CONTRACT 18 SECTION 25 PREVAILING WAGES 18 SECTION 26 NON APPROPRIATION 19 SECTION 27 AUTHORITY 19 SECTION 28 COUNTERPARTS 19 SECTION 30 STATUTORY AND REGULATORY REFERENCES 19 SECTION 31 WORKERS' COMPENSATION CERTIFICATION 19 DESIGN -BUILD CONTRACT THIS DESIGN -BUILD CONTRACT ("Contract" or "Agreement") entered into on October 15, 2018 ("Execution Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and SIEMENS INDUSTRY, INC., a Design -Build Entity ("DBE"), 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. DBE is a corporation duly organized and in good standing in the State of Delaware, DBE's License Number 758796. DBE 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 Design -Build Contract. C. On August 31, 2018, City issued a Request for Proposals ("RFP") to DBEs for the "Colorado Power Station COP -2 Transformer" ("Project"). In response to the RFP, DBE submitted a Proposal. D. City and DBE desire to enter into this Design -Build Contract to provide the Design -Build Services for the Project, and other such 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 the RFP, this Design -Build Contract and/or in the General Conditions. If there is a conflict between the definitions in the RFP, this Design -Build Contract or in the General Conditions, the definitions in this Design -Build Contract shall prevail. SECTION 2 THE PROJECT. The Project is the "Colorado Power Station COP -2 Transformer" Project, located at 1082 Colorado Avenue, Palo Alto, CA 94303. SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as "Agreement" or "Contract") consist of the following documents which are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Design -Build Contract 4) RFP Addenda 5) Special Provisions 6) General Conditions 7) Approved Design Documents (to be developed by DBE) 8) Bridging Documents 9) Performance and Payment Bonds 10) Instructions to Proposers 11) Request for Proposals 12) DBE's Proposal Rev1/Non-Collusion Affidavit 13) Technical Specifications 14) Public Works Department's Standard Drawings and Specifications (most current version at time of Proposal) 15) Utilities Department's Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Proposal) 16) City of Palo Alto Traffic Control Requirements 17) City of Palo Alto Truck Route Map and Regulations 18) Preliminary Drawing REV1 (18-1137-2) 19) Technical Datasheet REV1 (18-1137-2) 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. SECTION 4 DBE'S DUTY. 4.1 Relationship of Trust and Confidence. DBE accepts the relationship of trust and confidence established between it and City by this Contract. DBE agrees to furnish the Design -Build Services necessary for the design and completion of the Project and agrees to furnish efficient business administration and superintendence, and to use its best efforts to complete the Project in the best and soundest way and in the most efficient and economical manner consistent with the best interest of City. 4.1.1 DBE represents that it is an independent DBE and that it is familiar with the type of Design -Build Services it is undertaking. 4.1.2 Neither DBE nor any of its agents or employees shall act on behalf of or in the name of City unless authorized in writing by City's Representative. 4.1.3 DBE shall perform its obligations with integrity, ensuring at a minimum that conflicts of interest, including but not limited to conflicts of interests on the part of the Design Professionals employed by DBE, shall be avoided. 4.2 Scope of Services. DBE shall be responsible for procuring or providing the Design -Build Services for the Project consistent with the Contract Documents. DBE shall exercise reasonable skill and judgment in the procurement and provision of the Design -Build Services, consistent with the applicable industry practices and the terms and conditions of the Contract Documents. 4.3 Design Services. 4.3.1 Architectural and Engineering Services. Architectural and engineering services must be provided by licensed, independent Design Professionals retained by DBE or by licensed employees of DBE, or as permitted by the law of the State of California. DBE may not engage the services of any Design Professional for this Project without obtaining the City's prior written approval, which approval will not be unreasonably withheld. City's approval will not be deemed to create any contractual relationship between City and any such Design Professional, except that the City must be considered a third party beneficiary of such Design Professional's services for the Project. DBE must bind its Design Professionals in the same manner as DBE is bound to the City under this Contract, including, but not limited to, the insurance and indemnity requirements set forth herein. All Design Services must be guided by the Bridging Documents and Design Documents which are approved by City. 4.3.2 Project Schedule. Within 10 days following full execution of the Contract, DBE must prepare and submit for City's review and approval a preliminary Project Schedule showing the timing and sequencing of the Design -Build Services required to complete the Project. Unless otherwise specified by City, the preliminary Project Schedule should include the major phases for the Design Services and for the Construction Services, including, but not limited to, completion of Design Development Documents; Construction Documents; procurement of Subcontractors; construction; final close out; as well as any other milestones applicable to this Project. The Project Schedule shall be updated for City's review and approval upon completion of each milestone included in the Project Schedule. 4.3.3 Design Development Documents. Within 12 weeks following execution of the Contract, DBE shall prepare and submit for City's review and approval the Design Development Documents. The Design Development Documents must be based on the Bridging Documents, as may be modified by the use permit from or design approvals by City, but must further define the Project, including drawings and outline specifications fixing and describing the Project size, character and site relationships, and other appropriate elements describing the structural, architectural, mechanical and electrical systems. The Design Development Documents shall include, as applicable, plans, sections and elevations; criteria and sizing of major components; equipment sizes and capacities and approximate layouts, including required spaces and clearances; typical details; materials selections and general quality levels. When submitting the Design Development Documents, the DBE shall identify in writing, for City's approval, all material changes and deviations that have taken place since approval of the Bridging Documents and the Project Schedule. Two printed sets and one reproducible set of Design Development Documents must be provided to the City. 4.3.4 Construction Documents. Within 24 weeks following City's approval of the Design Development Documents, DBE must prepare and submit for City's review and approval, Construction Documents setting forth in detail the quality levels of and the requirements for construction of the Project, and consisting of drawings and specifications that comply with applicable codes, laws, and regulations in effect at the time of their preparation at the location of the Project. The Construction Documents must also include all necessary bid and contract documents for procuring and providing the Construction Services, all of which are subject to approval by City and its legal counsel. When submitting the Construction Documents, the DBE shall identify in writing all for City's approval, all material changes and deviations that have taken place since approval of the Design Development Documents and Project Schedule. Two printed sets and one reproducible set of Construction Documents must be provided to the City. 4.3.5 Ownership of Documents. 4.3.5.1 Ownership of Tangible Documents. City shall receive ownership of the property rights, except for copyrights, of all documents, drawings, specifications, electronic data and information prepared, provided or procured by DBE, as part of the Design Services. 4.3.5.2 Use of Documents in Event of Termination. In the event of a termination of this Contract, City shall have the right to use, to reproduce, and to make derivative works of the Design Documents to complete the Project, regardless of whether there has been a transfer of copyright to City. 4.3.5.3 City's Use of Documents After Completion of Project. After completion of the Project, City may reuse, reproduce or make derivative works from the Design Documents solely for the purposes of maintaining, renovating, remodeling or expanding the Project. 4.3.5.4 DBE shall obtain from its Subcontractors and Design Professionals rights and rights of use that correspond to the rights given by DBE to City in this Contract and DBE shall provide evidence that such rights have been secured. 4.4 Construction Services. 4.4.1 DBE shall provide all labor, materials, equipment and services necessary to perform and timely complete the Construction Services in strict accordance with the Contract Documents, and in an economic and efficient manner in the best interests of City. 4.4.2 DBE is responsible for supervising and directing all aspects of the Work to facilitate the efficient and timely completion of the Work. DBE is solely responsible for, and required to exercise full control over, construction means, methods, techniques, sequences, procedures, and coordination of all portions of the Work, except to the extent that the Contract Documents provide other specific instructions. 4.4.3 DBE shall provide sufficient and competent Subcontractors, administration, staff, and skilled workforce necessary to perform and timely complete the Work in accordance with the Contract Documents. 4.4.4 DBE shall, at all times during performance of the Work, provide a qualified full-time superintendent, acceptable to City, and assistants, as necessary, who must be physically present at the Project site while any aspect of the Work is being performed. 4.4.5 DBE must, at all times, ensure that the Work is performed in a good workmanlike manner and in full compliance with the Contract Documents and all applicable laws, regulations, codes, standards, and permits. 4.4.6 DBE is solely responsible to City for the acts or omissions of any party or parties performing portions of the Work or providing equipment, materials or services for or on behalf of DBE or its Subcontractors. 4.4.7 DBE shall promptly correct, at DBE's sole expense, any Work that is deficient or defective in workmanship, materials, and equipment. 4.4.8 DBE shall keep such full and detailed accounts as may be necessary for proper financial management under this Contract. City shall be afforded access to all DBE's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to Change Order work performed on the basis of actual cost. DBE shall preserve all such records for a period of three years after the Final Payment or longer where required by law. 4.4.9 DBE shall provide periodic written reports to City on the progress of the Work in such detail as is required by City and as agreed to by City and DBE. 4.5 DBE's Subcontractors. 4.5.1 All Work which is not performed by DBE with its own duly licensed forces shall be performed by Subcontractors. DBE must provide each Subcontractor with a complete set of the Construction Documents and any approved modifications thereto. 4.5.2 DBE shall require every Subcontractor and material supplier to be bound to the provisions of the Contract Documents as they apply to the Subcontractor's or material supplier's portion(s) of the Work, and to likewise bind their Subcontractors or material suppliers. City reserves the right to reject any Subcontractor or material supplier based upon City's reasonable belief that the Subcontractor or material supplier is not adequately qualified, or whose performance is unacceptable to the City, or who has a history of unacceptable performance on other public works projects. Nothing in these Contract Documents creates a contractual relationship between a Subcontractor or material supplier and City, but City shall be deemed to be a third -party beneficiary of the contract between DBE and each Subcontractor. 4.5.3 If the Contract is terminated, each subcontract agreement shall be assigned by DBE to City, subject to the prior rights of any surety, provided that the City accepts such assignment by written notification, and assumes all rights and obligations of DBE pursuant to each such subcontract agreement. 4.5.4 All Subcontractors bidding on contracts for the Work shall be afforded the applicable protections contained in the Subletting and Subcontracting Fair Practices Act (Public Contract Code Section 4100 et seq.). 4.6 Coordination of Work. City reserves the right to perform or to have performed other work on or adjacent to the Project site while the Work is being performed. DBE is responsible for coordinating its Work with other work being performed on or adjacent to the Project site, and shall avoid hindering, delaying, or interfering with the work of other contractors. To the full extent permitted by law, DBE shall hold harmless and indemnify City against any and all claims arising from or related to DBE's avoidable, negligent, or willful hindrance of, delay to, or interference with the work of another contractor or City's own forces. 4.7 DBE's Representative. DBE shall designate a person who shall be DBE's authorized representative, subject to City's approval, which shall not unreasonably be withheld. SECTION 5 PROJECT TEAM. In addition to DBE, City has retained, or may retain, a Design Consultant or other consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that DBE 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. DBE shall commence the Design -Build Services on the date(s) specified in City's Notice to Proceed. 6.3 Contract Time. The Design -Build Services must begin on the date specified on the City's Notice to Proceed and shall be completed within thirty-two (32) weeks after the commencement date specified in City's Notice to Proceed. By executing this Design -Build Contract, DBE expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if DBE fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of One Thousand dollars ($1000.00) per day, subject to a maximum aggregate liability of an amount equal to five percent (5%) of the Contract Sum, 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 set off the amount of liquidated damages assessed against any payments otherwise due to DBE, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from DBE or its sureties. Beneficial 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 DBE'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 DBE. 7.1 Contract Sum. DBE shall be compensated for satisfactory completion of the Design -Build Services in compliance with the Contract Documents the Contract Sum of One Million Six Hundred Thousand Seven Hundred Fifty Three Dollars ($1,600,753.00). 7.2 Full Compensation. The Contract Sum shall be full compensation to DBE for all Design -Build Services provided by DBE and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Design -Build Services or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Design -Build Services until its Acceptance by City, all risks connected with the Design -Build Services, and any and all expenses incurred due to suspension or discontinuance of the Design -Build Services, 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. DBE agrees that the Design -Build Services shall be performed by qualified, experienced and well -supervised personnel. All Design -Build Services performed in connection with this Design -Build 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. SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent permitted by law, DBE 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 liabilities of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the DBE, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in party by an Indemnified party. Notwithstanding the above, nothing in this section shall be construed to require DBE to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence, or willful misconduct of an Indemnified Party. DBE shall pay City for any costs City incurs to enforce this provision. Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of DBE against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify DBE upon receipt of any third -party claim relating to the Contract. 9.2 Survival. The acceptance of DBE's services and duties by City shall not operate as a waiver of the right of indemnification. The provisions of this Section 9 shall survive the expiration or early termination of this Agreement. SECTION 10 NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, DBE 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. DBE 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. Within ten (10) business days following issuance of the Notice of Award, DBE shall provide City with evidence satisfactory to the City that DBE has obtained insurance and has sufficient bonding capacity to provide Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. SECTION 12 PROHIBITION AGAINST TRANSFERS. City is entering into this Design -Build Contract in reliance upon the stated experience and qualifications of the DBE and its Design Professionals and Subcontractors as set forth in DBE's Proposal. Accordingly, DBE shall not assign, hypothecate or transfer this Design -Build 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. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of DBE or of any general partner or joint venturer or syndicate member of DBE, if the DBE is a partnership or joint venture or syndicate or co -tenancy shall result in changing the control of DBE, shall be construed as an assignment of this Design -Build 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 Design -Build 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 Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from DBE to City shall include the Project name and the number of this Design -Build 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 Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Jim Bujtor In addition, copies of all Claims by DBE under this Design -Build 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 delivered personally or sent by certified mail. All notices, demands, requests or approvals from City to DBE shall be addressed to: DBE Name: Siemens Industry, Inc., Richard Mucha Title: Manager of Business Development Address: 4601 Six Forks Road, Suite 500 Phone: (919)208-3908 Email: Richard.mucha@siemens.com 13.3 Change of Address. In advance of any change of address, DBE 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 DBE 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 DBE in the manner specified for the giving of notices in the Design -Build Contract, with a copy to DBE's performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, DBE 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, DBE will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If DBE fails to cure any default of this Design -Build 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 Design -Build Contract, delete certain portions of the Design -Build Services, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Design -Build Contract, engage others to perform the Design -Build Services or portion thereof that has not been adequately performed by DBE and withhold the cost thereof to City from future payments to DBE, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Design -Build Contract. City may, without terminating the Design -Build Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Design -Build 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 DBE for damages if City directs DBE to resume Design -Build Services. 15.1.4 Terminate the Design -Build Contract for Default. City shall have the right to terminate this Design -Build Contract, in whole or in part, upon the failure of DBE to promptly cure any default as required by Section 14. City's election to terminate the Design -Build Contract for default shall be communicated by giving DBE a written notice of termination in the manner specified for the giving of notices in the Design -Build Contract. Any notice of termination given to DBE by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Design -Build 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 Design -Build 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 Design -Build 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 Design -Build Contract so as to warrant exercise by City of its rights and remedies for default under the Design -Build 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 DBE to recover all liquidated damages and Losses suffered by City. Notwithstanding any provision to the contrary herein, DBE's liability under the Contract Documents for damages hereunder shall not exceed an amount equal to five (5) times the Contract Sum. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if DBE'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, DBE'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 DBE, or by any other means that City determines advisable under the circumstances. DBE and its surety shall be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to DBE and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For DBE's Default. City will be entitled to recovery of all Losses under law or equity in the event of DBE's default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from DBE's default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to DBE. If the Losses incurred by City exceed the amount payable, DBE 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 DBE, in writing, to suspend, delay, or interrupt the Design -Build Services 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, DBE shall, at City's expense, comply with the order and take all reasonable steps to minimize costs allocable to the Design -Build Services 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 Design -Build Services covered by the Suspension Order. If a Suspension Order is canceled or expires, DBE shall resume and continue with the Design -Build Services. 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 Design - Build Services. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if DBE fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Design -Build Services, or any portion thereof, suspended until the cause for the suspension has been eliminated to City's satisfaction. DBE shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by DBE's failure to comply with the Contract Documents. City's right to suspend the Design -Build Services shall not give rise to a duty to suspend the Design -Build Services, and City's failure to suspend the Design -Build Services shall not constitute a defense to DBE'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 Design -Build Contract in part or in whole upon written notice to DBE. Upon receipt of such notice, DBE 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 DBE's sole and exclusive compensation for such termination and DBE 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 DBE or its sureties from any of their obligations for Losses arising from or related to the Design -Build Services performed by DBE. 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from DBE seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to DBE as DBE's sole compensation for performance of the Design -Build Services: .1 For Services Performed. The amount of the Contract Sum allocable to the portion of the Design - Build Services properly performed by DBE as of the date of termination, less sums previously paid to DBE. .2 For Close-out Costs. If termination is effective after the Construction Services have commenced on the site, reasonable costs of DBE and its Subcontractors: (1) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided DBE can prove a likelihood that it would have made a profit if the Design -Build Contract had not been terminated. .5 Emergency Termination. The compensation provided in this provision does not apply to termination for emergency pursuant to Section 2.6 of the General Conditions. 15.5.2 Subcontractors. DBE shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by DBE on terms that are consistent with this Design -Build Contract and that afford no greater rights of recovery against DBE than are afforded to DBE against City under this Section. 15.6 DBE's Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, DBE shall, unless the notice directs otherwise, do the following: (1) Immediately discontinue the Design -Build Services 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 Design -Build Services 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 DBE 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 Design -Build Services as may be necessary to preserve and protect Design -Build Services already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, submittals of As -Built Documents, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 DBE'S RIGHTS AND REMEDIES. 16.1 DBE's Remedies. DBE may terminate this Design -Build 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 DBE, any Subcontractor, or any employee or agent of DBE 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 pay DBE undisputed sums within ninety (90) Days after receipt of notice from DBE, DBE may terminate the Design -Build Contract (30) days following a second notice to City of DBE's intention to terminate the Design -Build Contract. 16.2 Damages to DBE. In the event of termination for cause by DBE, City shall pay DBE the sums provided for in Paragraph 15.5.1 above. DBE 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. DBE shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Design -Build Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy DBE'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. DBE shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. 17.2 Compliance with City Requests. DBE'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 DBE against City and to DBE's right to receive further payments under the Contract Documents. City many enforce DBE'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. 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 DBE or its respective agents, employees, subconsultants, or Subcontractors, except as herein set forth. SECTION 19 NUISANCE. DBE shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Design -Build Contract. SECTION 20 PERMITS AND LICENSES. Except as otherwise provided in the Special Provisions and Bridging Documents, The DBE 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 Design -Build Services. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Proposal items. No other compensation shall be paid to the DBE 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. 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. SECTION 22 GOVERNING LAW AND VENUE. This Design -Build 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. SECTION 23 COMPLETE AGREEMENT. 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. The provisions of the Design -Build Contract which by their nature survive termination of the Design -Build Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City's right to audit DBE's books and records, shall remain in full force and effect after Final Completion or any termination or suspension of the Design -Build Contract. SECTION 25 PREVAILING WAGES. The DBE is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations. Copies of these rates may be obtained at the Purchasing Office of the City of Palo Alto. DBE 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. DBE shall comply with the provisions of Sections 1775, 1776, 1777.5, 1810, and 1813 of the Labor Code. Pursuant to Labor Code section 1771.1, for any public works contract subject to Chapter 1 of Part 7 of Division 2 of the California Labor Code, for any Proposal submitted on or after March 1, 2015 and for any contract entered into on or after April 1, 2015, a contractor or subcontractor shall not be qualified to bid on or to be listed in a bid proposal subject to the requirements of section 4104 of the California Public Contract Code, unless that contractor or subcontractor is currently registered and qualified to perform public work pursuant to section 1725.5 of the California Labor Code. Notice: Pursuant to California Labor Code section 1771.4, this Project, if awarded on or after January 15, 2015, is subject to compliance monitoring and enforcement by the California Department of Industrial Relations. SECTION 26 NON APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that 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 Design -Build 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. 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 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. In case a provision of this Design -Build 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. 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. Pursuant to Labor Code Section 1861, by signing this Contract, DBE certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract." IN WITNESS WHEREOF, the parties have caused this Design -Build Contract to be executed the date and year first above written. CITY OF PALO ALTO SIEMENS INDUSTRY, INC. Officer 1 City Manager or Designee By: Name: APPROVED AS TO FORM: Title: Counsel to the City of Palo Alto ATTACHMENTS EXHIBIT "A": TRANSFORMER SPECIFICATIONS EXHIBIT "B": PRELIMINARY DRAWING (18-1137-2) EXHIBIT "C": TECHNICAL DATA SHEET (18-1137-2) EXHIBIT "D": SIEMENS PROPOSAL REV1 Officer 2 By: Name: Title: EXHIBIT A Transformer Specification Power Transformer, All Ratings The City of Palo Alto Utilities Department CITY OF PALO ALTO UTILTIES James Bujtor Table of Contents 1 Overview 5 1.1 Scope 5 1.2 The Manufacturer's responsibilities 5 1.3 The Purchaser's responsibilities 6 2 General requirements 7 2.1 This specification covers technical requirements for the transformer(s) specified. 7 2.2 Definitions: 7 2.3 Standards: 7 2.4 Quality assurance: 7 2.5 General Terms and Conditions 7 2.6 Quotations/Proposals• 7 2.7 Pre-award/bid meeting: 8 2.8 Communications: 8 2.9 Changes• 9 3 Documentations and inspections 9 3.1 General drawing and documentation requirements• 9 3.2 Approval drawing transmittals: 13 3.3 Design review: 13 3.4 Inspections and hold points• 13 3.5 Final Documentation: 16 4 Service conditions 17 4.1 Usual service conditions: 17 4.2 Loading other than rated conditions: 17 4.3 Unusual service conditions: 17 5 Short -Circuit Design 18 6 Rating 19 6.1 Cooling class: 19 6.2 Frequency: 19 6.3 Phases: 19 6.4 Rated MVA• 19 21 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 6.5 Voltage ratings and taps: 19 6.6 Winding terminal markings and connections• 19 6.7 Winding configurations and phase relationship• 20 6.8 Impedance: 20 6.9 Losses• 20 6.10 Insulation Levels: 21 6.11 Temperature rise and loading conditions• 21 6.12 Nameplate: 21 7 Core 22 7.1 Steel Specification• 22 7.2 Flux Density 22 7.3 Core design: 24 7.4 Core insulation• 24 7.5 Core Grounds• 24 7.6 Frame Ground• 25 7.7 Audible Sound Level: 25 8 Windings and internal leads 25 8.1 All conductors shall be copper 25 8.2 Winding Design: 25 8.3 Winding and lead insulation: 26 8.4 Lead supports: 26 8.5 Connections: 27 9 De -Energized Tap Changer (DETC) 28 10 Tap changer for operation under load 28 11 Tank construction 38 12 Auxiliary Equipment 40 12.1 Bushings: 40 12.2 Bushings for Buried Y -Terminals 41 12.3 Surge Arresters: 41 12.4 Instrumentation and Monitoring Equipment: 42 31 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.6 Cooling Equipment: 44 12.7 Control cabinet and wiring: 47 12.8 Control Cabinet Requirements: 49 12.9 Annunciator: 49 12.10 Valves• 51 12.11 Bushing Current Transformers: 52 12.12 Pressure Relief: 54 12.13 Liquid Insulation System: 55 12.14 Grounding: 57 12.15 External Clearances: 58 12.16 Painting and Colors: 59 12.17 Other ancillary equipment• 60 13 Testing Requirements 61 14 Acceptance Criteria 68 15 Shipping And Receiving 69 15.1 Connections for shipment 69 15.2 Shipment 690 15.3 Receiving 701 41 Page 8/13/2018 CITY OF PALO ALTO UTILTIES 1 Overview 1.1 Scope James Bujtor 1.1.1 This specification covers the requirements for furnishing, delivery to the site, assembly, installation and site testing of outdoor, 3 -phase, 60 -hertz power transformers for the City of Palo Alto Utilities Department (CPAU). 1.1.2 The transformer shall be designed and manufactured with all features to allow paralleling with a unit. The technical data of the unit to be paralleled will be provided in the Data Sheet. 1.1.3 When specified in the Data Sheets as replacement of an existing unit, this transformer shall be designed to meet the dimensional and weight requirements to use the existing pad. The outline drawing of the existing unit and the drawing of the existing pad will be attached with the Data Sheet. 1.1.4 The transformer and its accessories shall be new and suitable for the service as described in this specification. 1.1.5 General and detailed requirements for this transformer are covered from Section 2.0 through section 15.0 of this specification. Specific requirements are covered in the Data Sheets. 1.2 The Manufacturer's responsibilities The Manufacturer's responsibilities shall consist of, but not be limited to the following: 1.2.1 Design, fabrication, and factory testing of the transformer complete with accessories, all in accordance with this specification. The Purchaser's review of drawings and/or data submitted by the Seller shall in no way relieve the Seller of responsibility for correctness of design or from consequences arising from error or omission. 1.2.2 Drawings and documentation in accordance with this specification. 1.2.3 Delivery: 1.2.3.1 Transformer is to be delivered to DDP to the delivery location as identified in the Data Sheet. 1.2.3.2 "Delivery to the Pad" including offloading and rigging to the foundation or alternate location identified by the Customer. 1.2.4 Oil fill, Assembly, installation and Testing: 1.2.4.1 Assembly and installation 1.2.4.2 Filling with oil (for transformers shipped without oil) 1.2.4.3 Field Testing 51 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 1.2.5 The Manufacturer shall be responsible that any subcontractors and/or outside facilities manufacturing components for these transformers be subject to and held accountable for all terms, conditions and requirements of this specification. 1.2.6 All equipment and components furnished under this specification shall be guaranteed against defects in design, materials and workmanship for a period of five years after delivery and acceptance by the Customer. 1.2.6.1 Guarantee shall include all in and out costs for the duration of the warranty as well as all repair and/or replacement costs. This includes all preparation for shipment, all rigging in both directions, all oil handling, and all reinstallation of same. 1.2.6.2 The repair of weld leaks under warranty shall extend to all associated transformer cleaning, painting and oil work costs, and to all associated limited site clean-up costs, whether performed directly by the Manufacturer or by the Customer under the Manufacturer's direction. 1.2.6.3 Acetylene levels in excess of 5 ppm within the warranty period shall be a cause for immediate joint internal inspection, at no charge to the Customer by the Manufacturer, by appropriate Manufacturer personnel and Customer personnel and possible removal, repair and/or replacement depending on results of internal inspection. 1.2.6.4 Guarantee shall include joint internal inspection, at no charge to the Customer by the Manufacturer, by appropriate Manufacturer personnel and Customer personnel if Total Combustible Gas, Total Dissolved Combustible Gas or Dissolved Key Gas levels enter Condition 2 status as defined in ANSI C57.104 within the duration of the Warranty. 1.2.6.5 Guarantee shall include joint internal inspection, at no charge to the Customer by the Manufacturer, by appropriate Manufacturer personnel and Customer personnel and possible removal and return to the factory for repair or replacement if Total Combustible Gas, Total Dissolved Combustible Gas or Dissolved Key Gas levels enter Condition 3 status as defined in ANSI C57.104 within the duration of the Warranty. 1.3 The Purchaser's responsibilities The Purchaser's responsibilities shall consist of, but not be limited to the following: 1.3.1 Foundation design and installation. 1.3.2 Power supplies for auxiliary equipment. 61 Page 8/13/2018 CITY OF PALO ALTO UTILTIES 2 General requirements 2.1 This specification covers technical requirements for the transformer(s) specified. 2.2 Definitions: 2.2.1 Purchaser/Customer: City of Palo Alto Utilities Department (CPAU) James Bujtor 2.2.2 Manufacturer/Seller: A company submitting a quotation or proposal in accordance with this specification. The company selected by the Purchaser to accept overall responsibility for fulfilling the requirements of this specification and associated General Terms and Conditions, as well as any Specific Terms and Conditions. 2.2.3 Engineer: Representative designated by the Customer as being responsible for technical aspects of the equipment covered by this specification. 2.2.4 Inspector: Representative designated by the Customer as being responsible for factory inspection, witness of factory testing, and installation aspects of the equipment covered by this specification. 2.3 Standards: 2.3.1 Each transformer shall be designed, tested, and assembled in accordance with the latest applicable IEEE, NESC, NEMA, ICEA, ANSI, and OSHA standards, and as detailed in this specification. The Manufacturer shall notify the Purchaser of any changes in code or standards affecting this equipment. Code or standards changes after fabrication shall be reviewed by Purchaser for impact on equipment. In addition, all structural steel shall be designed, detailed, and fabricated in accordance with the current codes of the American Institute of Steel Construction (AISC), the American Society for Testing and Materials (ASTM), and the American Welding Society (AWS). In the event of conflicts between the standards and/or the specifications, the most stringent shall take precedence. 2.4 Quality assurance: 2.4.1 Manufacturer shall have a Quality Assurance Program covering quality control and assurance measures imposed by him on his own work and upon sub -suppliers or sub- contractors. A quality management system certified to the current ISO 9001 standard is preferred. 2.5 General Terms and Conditions 2.5.1 will be included with the Request For Proposal. 2.5.2 The transformer(s) specified may also include Specific Terms and Conditions, which will be included with the Request For Proposal. 2.6 Quotations/Proposals: 71 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 2.6.1 Proposals submitted by a Manufacturer shall provide all technical information required by the specification as well as all commercial information required in the Request For Proposal. 2.6.2 Proposals submitted by a Manufacturer shall include the completely filled out Purchaser's "Bid Proposal Information Worksheet". 2.6.3 It is the intent of this specification to be sufficiently complete so assumptions about the transformer design are not required. The Manufacturer shall be responsible for obtaining confirmation of any design assumption prior to submitting proposals. 2.7 Pre-award/bid meeting: 2.7.1 The Customer's Engineers and the Manufacturer's Engineers, in the presence of the Customer's Purchasing Agent, may meet for a pre-award/bid meeting at the Customer's facilities to evaluate the design and design philosophy used by the Manufacturer in preparing the proposal to meet the standard and specification as well as any special requirement by the purchaser such as weight and dimension limitation, sound level restriction etc. 2.7.2 The Customer prefers to purchase units having designs with proven in-service reliability but realizes that advances in technology can lead to viable new designs that both enhance reliability and reduce cost. The Manufacturer shall be allowed to present evidence of reliability for designs that do not have in-service experience to prove reliability at this meeting. 2.7.3 Any design with less than 15 transformer years of service serving load or less than 2 calendar years in service serving load is considered unproven by field service. If design consists of elements that have been proven in other units but not as an integrated package, the Manufacturer shall submit experience spreadsheets broken down by design element and provide reasons why they believe the elements can be successfully integrated as proposed. 2.8 Communications: 2.8.1 All correspondence, communications, drawings and other documentation shall be in the English language. 2.8.2 All technical and commercial communications during the Request For Proposal Process shall be through the CPA Purchasing Department Representative. 2.8.3 All commercial communications after the award of a Purchase Order shall be to the City of Palo Alto Purchasing Department representative named in the Purchase Order. 2.8.4 All technical communications (technical questions/clarifications, drawing submittals, notifications of inspection dates, notifications of test dates, etc.) after the award of a Purchase Order shall be to the engineering contact listed on the Purchase Order. 2.8.5 All shipping notifications shall be made to the Customer's representative identified on the Specific Transformer Data Sheets for that Item on the Purchase Order. 81 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 2.8.5.1 Two notifications shall be made: one week prior to shipment, and 48 hours prior to on -site delivery. 2.8.5.2 The Customer will not be responsible for any delays in shipping or receiving if the appropriate construction contact person is not notified in accordance with this specification or the Purchase Order. 2.9 Changes: 2.9.1 Purchaser -initiated changes: 2.9.1.1 The Purchaser may make changes in quantities ordered, details of the specification, and/or any drawings by written Change Order. 2.9.1.2 The Change Order can also be used by the Purchaser to cancel the Purchase Order. Such cancellation shall be subject to equitable adjustment between the parties as to all work in progress but shall not include any anticipatory profits. No adjustment will be made in favor of the Manufacturer with respect to any equipment which is considered the Manufacturer's standard stock. Any claim for adjustment shall be asserted within 30 days after the date of such change or cancellation. 2.9.2 Manufacturer's -initiated changes: 2.9.2.1 If Manufacturer's -initiated changes are proposed for any equipment previously approved by the Purchaser, the Manufacturer can describe the changes in writing using sketches, drawings, and photographs as required. 2.9.2.2 The Manufacturer should be aware that changes to equipment on past orders that were previously approved by the Purchaser, may no longer be acceptable. Therefore, any deviation to this specification shall be identified and discussed with the purchaser. 3 Documentations and inspections 3.1 General drawing and documentation requirements: 3.1.1 All drawings and nameplates shall include measurements in US Customary Units (inches, pounds, US gallons, etc.), unless otherwise specified. 3.1.2 Drawings shall be provided for each transformer being supplied in accordance with this specification. Each drawing shall contain a Title Block which includes the following information: • Customer's name • Name of substation • Station service voltage (AC and DC) • Electrical ratings of the transformer • Manufacturer's shop order number and drawing number. • Customer's Request for Quotation number. 91 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.1.3 Electronic File Format — Electronic files of all documents shall be submitted on CD or via email in the following formats: • AutoCAD drawings in dwg format • Word Documents in PDF format • Photographic files in JPEG format and of appropriate resolution to print an 8"x10" image at 300 dpi with no loss of detail. • SFRA test results in SFRA format • Doble test results in pdf format, with xml files also provided. 10 1 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.1.4 Nameplate Drawings — shall be submitted as specified in the standard requirements. 3.1.5 Outline Drawings - Shall include the following information: 3.1.5.1 Rating of Transformer 3.1.5.2 The following weight: 3.1.5.2.1 Core and Coils 3.1.5.2.2 Tank and associated fittings 3.1.5.2.3 Main tank oil 3.1.5.2.4 OLTC oil 3.1.5.2.5 Radiator oil 3.1.5.2.6 Main conservator oil 3.1.5.2.7 Fully assembled transformer including oil (Total) 3.1.5.2.8 Shipping (W/O oil) 3.1.5.3 Overall size, shipping dimensions, space requirements (including that for dismantling and maintenance) and the interrelationship of the various components. 3.1.5.4 Component list with OEM part numbers, voltage ratings and current ratings 3.1.5.5 The sizes of tubing, cables, and bus bars shall be indicated on this drawing 3.1.5.6 Location of the impact recorder, pressure -vacuum relief/gauge. 3.1.5.7 Location of items to be removed for shipment. 3.1.5.8 The location of series autotransformers, preventive autotransformers, regulating transformers and core grounds. 3.1.5.9 Base dimensions and configuration, base and bushing centerlines, location of jacking pads, center of gravity and shall be suitable for designing bus connections, conduit connections and foundations. 3.1.5.10 The number of radiators, and fans utilized on the transformer. 3.1.5.11 The outline drawing(s) shall include plan view as well as elevation views of all four sides. 3.1.5.12 Information about additional uses of the tank reinforcing bands. The drawing shall identify if bands are used as a gas expansion space, or filled with sand for sound attenuation. 3.1.5.13 Where applicable, details of field erection indicating all field welds, sequence of welding, length of weld, etc. shall be provided. 3.1.5.14 Torque specification table for all components requiring field assembly. 3.1.5.15 The outline drawing shall indicate any requirements or restrictions related to shipping. (E.g. shipping direction, whether the transformer may or may not be rail shipped, etc.) 111Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.1.6 Certified seismic outline drawings— Shall include the following information: 3.1.6.1 All dimensions of each component, break down weights, the center of gravity of the transformer, loads and accelerations used in the design. 3.1.6.2 Anchoring details including calculation showing bolt sizes, their type, grade and locations on a plan view. 3.1.6.3 Calculations and details of the bracing system for the radiators. The radiators shall be braced in both the horizontal and vertical directions. 3.1.6.4 Controlling reactions at the base of the equipment for seismic, wind, and normal operating loads. 3.1.6.5 Controlling forces used for designing anchors. 3.1.7 Schematic Diagrams — shall include the following information: 3.1.7.1 A list of devices with manufacturer and OEM model number shall be included. 3.1.7.2 Where a schematic is continued to another sheet, a transition bubble shall be used with the reference sheet # identified. Reference to separate drawings or sheets shall not be made via terminal board #'s. 3.1.7.3 Terminal points shall be identified on the schematics. 3.1.7.4 A typical paralleling diagram shall be provided. 3.1.7.5 The alarm schematic drawing shall show the annunciator with all alarm inputs and associated field contacts on one sheet. 3.1.7.6 Set -points shall be identified for devices performing alarm or control functions. 3.1.7.7 Total kVA demand shall be shown for all auxiliary equipment. 3.1.8 Wiring Diagrams — Shall be drawn using the point-to-point wiring method. Connection diagrams using the so-called "Lineless Diagram Method" with separate tabulated wire lists are unacceptable. 3.1.8.1 Wiring Diagrams for all components shall be provided, including internal wiring of the LTC. 3.1.9 Accessory drawings and documentation: 3.1.9.1 Outline drawings and details of bushings, showing stud size, connections, and dimensions. 3.1.9.2 Bushing stud connector cut sheets shall be provided and shall include ampacity of connectors. 3.1.9.3 A drawing showing dimensions and quantities of all gaskets. 121 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.1.9.4 Outline drawings of arresters, showing connections, height, and mounting details. 3.1.9.5 CT saturation curves and ratio correction factor curves. 3.1.10 Drawings Sizes. Drawings shall conform to standard drawings sizes. (Plus or minus one inch in either dimension) • 8-1/2" x 11" (A Size) • 11"x17"(B Size) • 17" x 22" (C Size) • 22" x 34" (D Size) 3.2 Approval drawing transmittals: 3.2.1 The Manufacturer shall submit, for review and approval by the Purchaser, Approval Drawings in accordance with the above drawing requirements and in accordance with the requirements for the transformer being supplied under this specification. 3.2.2 Approval drawings shall be submitted by the date stated in the specific transformer data sheet. Prompt receipt of drawings is required to avoid cost of delays to related project activities. Liquidated damages charges will be assessed by the Purchaser per the General Terms and Conditions. A minimum of 30 days is required by the Purchaser for review and approval of these drawings. 3.3 Design review: 3.3.1 The Purchaser shall have the option of conducting a review of the transformer. 3.3.2 The Customer's Engineers and the Manufacturer's Engineers shall meet for a design review at such time after the design has been completed but before any materials that cannot be used by the Manufacturer on other orders have been procured. The Customer shall have the right to review, and the Manufacturer shall have available, all mechanical and electrical design aspects, including finite element analyses (FEA) and dielectric calculations at this meeting. Topics to be reviewed are indicated, but not limited to, the items on the checklist included with this specification. Manufacturing schedule shall allow two weeks for Customer evaluation of design review data. Any time and cost associated with redesign if design is not approved shall be borne by the Manufacturer. Any procurement and/or fabrication prior to design approval shall be at the risk of the Manufacturer. This shall apply to the first order of a given transformer or whenever modifications are made to the thermal, electrical, or mechanical of the active or live parts. 3.3.3 The Manufacturer shall provide a shop schedule of major milestones to permit the Customer to schedule any in -progress inspections deemed necessary or desirable. Schedule shall be updated at regular intervals. Core and Coil Assembly and Transformer Testing shall be broken down by shift if possible. 3.4 Inspections and hold points: 3.4.1 The Purchaser shall at any time be permitted to have his representatives visit the Manufacturer's factory to inspect the transformer or any of its parts to ascertain if the 131 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor material and processes used in the manufacture conform to this specification and if work is processing at a proper rate to meet scheduled shipment. 3.4.2 The Purchaser shall have the option of witnessing any or all tests performed on the transformer. 3.4.3 The Manufacturer shall notify the Engineer when the following points during manufacture are scheduled so that Customer representatives may be sent to inspect the equipment. At least one week's notice shall be given for each of these points. These inspections shall be considered "hold" points where work shall not proceed until the inspection is performed or the Customer waives inspection in writing. The main tank, tank cover, terminal chambers and control cabinets of one transformer should each be at least 90 percent complete and available for inspection during the core and coil inspection. Scaffolding or mobile ladders shall be available to permit inspections at the top of core and coil assemblies without climbing on the transformer. 3.4.3.1 Hold point 1: the date when the core stacking and coil winding completed to permit inspection of core and winding (before windings are nested and before windings are installed on the core). The Purchaser may have an engineer sent to the factory to inspect the core & coils. 3.4.3.2 Hold point 2: the date when the core and coil assemblies are completed to permit inspection of lead arrangement between coils and tap changer, tap changer mechanism and contacts, and other pertinent details. The Engineer is to be notified 30 days prior to the tanking of the active part. It is the intent that the Purchaser will have an engineer sent to the factory to inspect the core & coils assembly after the vapor phase but BEFORE insertion into the tank. After the core and coil assemblies have been completed, preferably vpi'd and ready for insertion into the main tank. 3.4.3.3 Hold point 3: the date when the transformer is ready for dielectric testing, to permit witnessing of dielectric testing. 3.4.3.4 Hold point 4: the date when the transformer has been completely assembled, partially tested, and ready for the heat run, to permit witnessing heat run and operation of infrared recording equipment. 3.4.3.5 Hold point 5: the date when the transformer has been completely assembled, tested, and drained, to permit a final inspection. No equipment shall have been removed for shipment until this inspection has been completed or waived in writing, at the option of the Customer. 3.4.4 If Purchaser does not travel to the factory to inspect the core & coil assembly, the Manufacturer shall submit the following information prior to placing the units in VPI (or whatever final drying process the Manufacturer uses): 3.4.4.1 Electronic copies of Core and Coil photographs. Photographs shall include frame filling undistorted views of all four sides and the top, plus any other views and details which would facilitate inspection and maintenance. Electronic photographs must be transmitted electronically to Engineer prior to VPI, to determine if any additional views are required. 141 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.4.4.2 Certified copy of check list filled out by the Quality Control Manager indicating that all applicable specified actions and features have been incorporated in the fabrication of the Core and Coils. Unit shall not be placed in final vapor phase until the Engineer has reviewed and approved the check list. The check list should also include any tank features already incorporated, with the understanding that all tank items may not be complete at the time the unit goes into VPI. Check list to be accompanied by electronic photographs as appropriate to verify conformance. 3.4.4.3 Both items above shall be used by the Customer during the Core and Coil Inspection covered elsewhere in this specification. 3.4.4.4 The Seller shall notify the Purchaser immediately of any damage occurring to the transformer after complete assembly or of any failure of the transformer to pass any specified quality control tests. The Purchaser shall have the option of witnessing any diagnostic action taken as the result of the above damage or failure before remedial action is initiated by the Seller. 151 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.5 Final Documentation: 3.5.1 Final documentation shall be provided within 2 weeks of shipment, and shall include the following: One (1) CD with AutoCAD drawings, test reports, SFRA data files, and photographs. 3.5.2 In addition to one Instruction Book provided with the transformer in the control cabinet, four (4) additional Instruction Books per transformer shall be sent to the Engineer within 4 weeks after shipment of the transformer. Each instruction book shall include the following: 3.5.2.1 Instruction books shall clearly indicate the Customer's name, the substation name and number, the Purchaser's order number and the Manufacturer's identification number. 3.5.2.2 Certified Test Report for each transformer, including all results of tests required in Section 13. 3.5.2.3 8W x 11" copy of the transformer nameplate drawing, with all data filled in. 3.5.2.4 Assembly instructions 3.5.2.5 Bill of material (identify parts removed for shipment, all parts with manufacturer name/model #, cross reference to applicable drawings by item # or electrical device #) 3.5.2.6 Complete set of "As -Built" drawings (reduced size is acceptable) 3.5.2.7 Arrester and Bushing outline drawings. 3.5.2.8 Instructions for all accessories including Annunciator, relays, counters, Electronic Temperature Monitor (if supplied), and LTC control equipment, etc. 3.5.2.9 Certified test reports for Metering accuracy CT's. 3.5.3 Relay class CT data. For each CT of a different accuracy class or ratio, the following information shall be supplied: 3.5.3.1 Saturation curves 3.5.3.2 Thermal rating factor 3.5.3.3 Secondary resistance in ohms per turn 3.5.3.4 Lead resistance in ohms per lead 3.5.3.5 Ratio correction factor curves 3.5.3.6 Metering accuracy at the fu►l tap ratio 3.5.4 One (1) set of 8" x 10" color photographs as follows: 161 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 3.5.4.1 Core and coils viewed from the high voltage side, just prior to tanking 3.5.4.2 Core and coils viewed from the low voltage side, just prior to tanking 3.5.4.3 Core and coils viewed from the top, just after tanking 3.5.4.4 Assembled transformer side -views of the high voltage side and the low voltage side 3.5.4.5 Tank interior prior to tanking of active part 3.5.4.6 Assembled transformer top -view 4 Service conditions 4.1 Usual service conditions: 4.1.1 The transformer will be installed outdoors and shall be suitable for operation in accordance with the usual service conditions specified in IEEE C57.12.00. 4.2 Loading other than rated conditions: 4.2.1 All transformers specified may be exposed to an emergency loading in excess of nameplate rating, in accordance with IEEE C57.91. The transformer may be loaded above nameplate ratings in emergency situations with the knowledge that there will be some sacrifice of life. 4.2.2 All transformers shall be suitable for operation with an average ambient temperature of 40°C. 4.3 Unusual service conditions: 4.3.1 Additional special service conditions, if any, will be stated in the Specific Transformer Data Sheets. These special service conditions may include: harmonics, environmental hazards, reduced ambient air flow, etc. 171 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 5 Short -Circuit Design 5.1 The entire transformer shall be capable of withstanding without injury the mechanical and thermal stresses caused by short circuits (single phase, phase -to -phase, or 3 -phase) on the external terminals of any winding or windings with rated voltage maintained across the other unfaulted windings all in accordance with IEEE Standard C57.12.00. In addition, the transformer shall be designed to withstand short circuit stresses for at least the time period durations indicated in the above -mentioned IEEE Standard. 5.2 System fault capability shall be assumed to be infinite (zero impedance). 5.3 The pre -fault voltage shall be assumed to be 1.10 per unit. 5.4 For transformers with a delta tertiary, the tertiary shall be sized to provide sufficient mechanical strength for a short circuit involving ground at the terminals of the transformer. For purposes of the mechanical and thermal attributes of the tertiary winding, an infinite source shall be assumed on the primary and the current for a fault on the secondary side shall be limited only by the impedance of the transformer. 181 Page 8/13/2018 CITY OF PALO ALTO UTILTIES 6 Rating 6.1 Cooling class: James Bujtor 6.1.1 Transformers shall be filled with a dielectric fluid as identified in the specific transformer Data Sheets. 6.1.2 The circulation mechanism for the internal cooling medium shall be natural convection for all stages of cooling. 6.1.3 The external cooling mechanism shall be natural or forced flow of air. 6.1.4 The required number of cooling stages will be identified in the specific transformer Data Sheets. 6.2 Frequency: 6.2.1 All transformers shall be designed for operation at 60 Hertz. 6.3 Phases: 6.3.1 All transformers shall be three phase, with three legged core form design unless otherwise specified in specific transformer Data Sheets. 6.3.2 The phase relationship of the winding is identified in the specific transformer Data Sheets. 6.4 Rated MVA: 6.4.1 The ratings of the transformer shall be given in MVA, unless otherwise specified. 6.4.2 With the maximum rated output kilovolt -ampere load at rated frequency and voltage, the average winding temperature and winding hot spot temperature shall conform to IEEE C57.12.00 with the exception of 40° ambient temperature. Specific temperature rise ratings are listed in the specific transformer Data Sheets in the Appendix. 6.4.3 Specific MVA rating requirements are provided in the specific transformer Data Sheets. 6.5 Voltage ratings and taps: 6.5.1 Voltage ratings for all windings shall be as specified in the specific transformer Data Sheets in the Appendix. 6.5.2 A De -Energized Tap Changer with full capacity taps shall be provided in accordance with section 9 of this specification, and with tap voltages as identified in the specific transformer Data Sheets in the Appendix. 6.5.3 A Load Tap Changer shall be provided in accordance with section 10 of this specification, and with tap voltages as identified in the specific transformer Data Sheets in the Appendix. 6.6 Winding terminal markings and connections: 191 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 6.6.1 shall be in accordance with C57.12.70, unless specified otherwise in the specific transformer Data Sheets in the Appendix. 6.7 Winding configurations and phase relationship: 6.7.1 shall be as identified in the specific transformer Data Sheets in the Appendix. 6.8 Impedance: 6.8.1 Positive AND Zero Sequence Impedance shall be as specified in the Data Sheets in the Appendix. 6.8.2 For Wye -Wye Transformers with Delta tertiary, Zero- Sequence Impedance shall be as defined by IEEE C57.12.90. A neutral reactor is not an acceptable method for obtaining the required zero sequence impedance. 6.8.3 Sufficient information for preparation of a proposal and preliminary engineering are included in the Data Sheets when parallel operation with existing transformer(s) is required. The Manufacturer shall obtain necessary detailed information from the manufacturer(s) of the existing transformer(s) after receipt of an order. In addition, the Manufacturer of transformers ordered under this specification agrees to provide such information to other Manufacturers to permit future paralleling of transformers covered by this specification as required for at least 25 years. 6.8.4 The core and coil design shall be such that if the transformer were short circuit tested in accordance with ANSI C57.12.90 the impedance measured after the test series would not differ from that measured before the test series by more than two percent (2%). 6.9 Losses: 6.9.1 Losses shall be measured in accordance with ANSI C57.12.90 using the three wattmeter method for both no load and load losses. Loss test system shall have been calibrated within 6 months prior to test. 6.9.2 Losses are to be guaranteed and will be evaluated on the following basis: 6.9.2.1 No-load losses: Based on no-load loss values taken after dielectric testing. ($ per kW as identified in the Specific Transformer Data Sheets in the Appendix.) No - Load Loss measurements shall be guaranteed at the tap position which results in maximum excitation of all cores. (At an LTC position that results in the series transformer and/or preventive autotransformer being excited at 100% rated voltage. i.e. at 16R when only a series transformer is provided, at 15R when both series and PA transformers are provided, or 1R when only a PA is provided.) 6.9.2.2 Load losses and Cooling losses: Based on load losses at base MVA rating. ($ per kW as identified in the Specific Transformer Data Sheets in the Appendix.). If load tap changing (LTC) equipment is specified, both no-load and total losses quoted in the supplier's proposal shall be the average of respective losses at five LTC positions: (1) neutral (nominal rated voltage), (2) maximum lower, (3) one position above maximum lower, (4) maximum raise, and (5) one position below maximum raise position. 201 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 6.9.2.3 Total Losses: (Total losses are the sum of no-load losses, load losses, and cooling losses.) 6.9.2.4 Penalty for Exceeding Guaranteed Losses: If the actual losses (no-load or total) as determined by testing (Section 13) exceed the guaranteed losses, the Seller shall pay to the Purchaser an amount determined as follows: 6.9.2.4.1 (kW no-load loss per test minus kW no-load loss guaranteed) multiplied by the no-load loss evaluation figure as identified in the Specific Transformer Data Sheets in the Appendix. 6.9.2.4.2 ((kW total losses per test less the kW no-load losses per test) minus (kW total losses guaranteed less the kW no-load loss guaranteed)) multiplied by the load loss evaluation figure as identified in the Specific Transformer Data Sheets in the Appendix. 6.9.2.4.3 NO CREDIT WILL BE GIVEN FOR ACTUAL LOSSES WHICH ARE LESS THAN THE GUARANTEED LOSSES. 6.10 Insulation Levels: 6.10.1 Insulation levels for line and neutral terminals shall be provided as identified in the Specific Transformer Data Sheets in the Appendix. 6.10.2 Refer also to Section 13 of this specification for specific dielectric test requirements. 6.10.3 Specified insulation levels shall apply to all leads and ancillary equipment associated with each terminal. 6.10.4 BIL requirements shall be met without the use of internal arresters. 6.10.5 No internal devices of a linear or nonlinear nature (such as surge arresters) shall be installed for any reason, that would alter, cause abnormal variations or otherwise affect factory dielectrics testing and/or affect routine maintenance test results such as "Doble" insulation power factor tests, "Doble" exciting current tests, megger tests, etc. 6.11 Temperature rise and loading conditions: 6.11.1 Temperature rise to be as stated in the Data Sheets in the Appendix. 6.12 Nameplate: 6.12.1 In addition to the nameplate requirements in C57.12.00, the following additional information shall be shown on the nameplate: 6.12.1.1 Type of Core (example type 1, type 2 ) 6.12.1.2 Design altitude 6.12.1.3 Design seismic capability 6.12.1.4 Listing of the separate volumes and weights of: • oil in the main transformer tank • radiators 211 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor • conservator tank(s) (if applicable) • LTC oil -filled compartment (if applicable) 6.12.1.5 Weight of the transformer prepared for shipment 6.12.1.6 BIL rating of neutral terminal(s) 6.12.1.7 Location of the buried tertiary bushing instruction plate (if applicable) 6.12.1.8 Y -winding voltage and capacity ratings, if applicable, whether the terminals are specified to be brought out or buried 6.12.1.9 Accuracy class and thermal rating factor (TRF) of current transformers 6.12.1.10 Location of the core and frame grounding bushing 6.12.1.11 Applicable instructions concerning the special bushings fora buried Y -winding and concerning the core and frame ground bushings 6.12.1.12Transformer winding and current transformer polarity marks 6.12.1.13 Manufacturer and model number of LTC. 6.12.1.14Overload rating of OLTC 6.12.1.15Company PO number 7 Core 7.1 Steel Specification: 7.1.1 All cores including main, series, and preventative auto, shall be constructed using low - loss, cold -rolled, grain -oriented, silicon steel. 7.1.2 Steel is to be slit to width, annealed and coated with inorganic insulating material. 7.1.3 All slits and cuts must be free of burrs. 7.2 Flux Density 7.2.1 With the transformer energized at no-load on any tap position, at 100% voltage, the maximum flux density in any part of the core shall not exceed 1.7 Tesla. 7.2.2 At the maximum forced -cooled rating, the maximum flux density in magnetic shunts shall not exceed 1.2 Tesla. 7.2.3 The transformer shall be designed to meet the following ANSI overvoltage requirements, such that the maximum core flux density shall not exceed 1.9 Tesla at any tap position: • 110% secondary voltage at no-load 221 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor • 105% secondary voltage with the transformer at maximum rated MVA load condition and at 80% power factor. 231 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 7.2.4 On load tap changing transformers with the tertiary (Y) terminals brought out, the transformer shall be designed such that variation of the voltage output of the tertiary winding is allowed, unless otherwise stated in the Specific Transformer Data Sheets in the Appendix, that the voltage output must be constant. 7.2.5 The induction level shall be such that the ratio of induction current at 110% and 100% voltages shall not be >3. 7.3 Core design: 7.3.1 The core shall be a three-legged core -form construction using mitered step lap design, unless otherwise specified in specific transformer Data Sheets in the Appendix. 7.3.2 The edges of the laminations on the core legs and bottom yoke shall be protected against rust with a protective coating. The core legs shall be secured with permanent bands. 7.3.3 Bolts through the legs or yokes shall not be used. 7.3.4 The core internal hot -spot temperature shall be limited to a maximum of 125° C. 7.3.5 Material used to form cooling ducts in the core shall not be cellulose. 7.3.6 Every core step shall be supported at the ends. At the bottom every core step shall be supported from a base bar that connects to the LV and HV core clamps. 7.3.7 Core frame components shall be welded or bolted using Belleville washers. 7.3.8 Self-locking nuts, with stainless steel Belleville washers, or approved self-locking inserts, shall be used where required to secure equipment mounted over the core and coil assembly. Split spring lock washers are not acceptable in the assembly of internal transformer components. 7.3.9 If flux shield plates and/or non-magnetic steel are used to reduce tank heating and losses, the Seller shall provide detailed drawings of these items for the Purchaser's approval. 7.4 Core insulation: 7.4.1 The insulation material between tie bars and the core, and the core frames and core, shall be a high -temperature material (tolerant of 150° C minimum) that coordinates with the surface temperatures in the locations where this insulation is to be applied. A minimum material thickness of 2 mm shall be provided. 7.5 Core Grounds: 7.5.1 If the core is constructed with cooling channels separated by insulating material, each core section ground shall be brought up separately through cover mounted bushings. The core sections shall be externally bonded and grounded. A bridging strap or other means of internal electrical connection of the core sections is not acceptable. 241 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 7.5.2 An engraved nameplate shall be provided to permanently identify the core ground connections. 7.5.3 All core ground connections (main and auxiliary windings) shall be brought up separately and grounded. The connections shall be brought out through a bushing mounted on the top of the tank, protected in a metal box. The bushings shall be located on the top of the tank so that a bushing may be replaced without the need to reduce the oil level below the top of the windings. 7.6 Frame Ground: 7.6.1 A frame ground bushing shall be provided. 7.6.2 When there is more than one (1) frame to clamp separate cores, each frame shall have an insulated cable brought up to a location near the top of the tank and be connected together internally. This connection shall be removable, and shall be designed with captive hardware. The connection location shall be easily accessible from a manhole or handhole on the transformer cover and the location shall be clearly identified on the transformer nameplate and marked on the appropriate manhole or handhole cover. 7.6.3 Frame ground bushings shall be separately grounded outside the main tank. 7.7 Audible Sound Level: 7.7.1 The guaranteed sound level for operation at the rated voltage shall be described in the Specific Transformer Data Sheets in the Appendix 8 Windings and internal leads 8.1 All conductors shall be copper. 8.2 Winding Design: 8.2.1 Self-supporting coil design is encouraged, but windings must still be fully supported back to the core. 8.2.2 Circular disc and/or helical type windings shall be provided for all windings, including series transformer if provided. 8.2.3 Rectangular winding design will only be accepted for preventive autotransformers for a reactance -type LTC. 8.2.4 Layer type windings will be accepted only for regulating windings. When layer windings are used, the radial build shall be a minimum of 12 mm. Only one conductor in the radial direction is allowed unless CTC conductor is used. 8.2.5 Spring or isostatic pressure (preferred) shall be applied during the winding sizing process. 8.2.6 If CTC (continuously transposed conductor) is used, the following requirements shall be met: 251 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 8.2.6.1 When conductor insulation on CTC is cellulose, it shall be Weidmann (Dennison) paper. On strap conductor, at least the outside 2 layers of conductor insulation shall be Weidmann paper. The insulating paper shall be applied in either single or multiple strands in such a manner that 30% overlaps. 8.2.6.2 Brazes in CTC shall not be used unless the required conductor length exceeds the maximum available reel capacity. When required due to conductor length limitations, brazes shall be strand -to -strand, i.e. each strand shall be individually brazed and insulated separately. 8.2.6.3 Epoxy -bonded CTC shall not soften during any type of fault based on the short- circuit temperature rise calculation in IEEE C57.12.00 . The allowable temperature for this condition is less than 140 °C. 8.2.6.4 When using CTC that is insulated with paper, the radial cooling duct shall be a minimum of 4.5 mm. 8.2.6.5 Formvar insulated conductors are not acceptable except with CTC. 8.2.7 The dielectric stress at any location in the core -and -coil assembly shall not exceed 2.65 kV RMS/mm with the transformer energized at 100% voltage on the maximum stress tap position. Applicable stresses include but are not limited to turn -to -turn, winding -to - winding, winding -to -ground, phase -to -phase and lead -to -lead. 8.2.8 Windings subject to inward radial buckling shall be designed to withstand "free" (unsupported) buckling in addition to "forced" (supported) buckling. The control of inward radial forces shall not depend on bracing to the core. The use of epoxy bonded CTC is required for windings subject to inward radial buckling. Short circuit calculations shall be based on an infinite bus. When layer windings are used, each layer shall be designed for "free" buckling independent of the other layers. 8.2.9 Where needed for pack -out, solid tapered insulating material shall be used in a disk or turn instead of duct -strip. 8.3 Winding and lead insulation: 8.3.1 The winding insulation system shall be thermally upgraded to meet the operating conditions for 65°C rise. 8.3.2 All cellulose winding insulation shall be Dennison paper insulation. 8.3.3 All insulating materials that could come in contact with the winding conductors or leads shall have rounded edges. 8.3.4 Excluding lead supports and clamping rings, all insulation material shall be thermally upgraded (suitable for continuous operation at 110°C). 8.3.5 One-piece top and bottom clamping rings shall be used. There shall be no reduction in the thickness of the top clamping ring in the core window. 8.4 Lead supports: 261 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 8.4.1 All lead support distances shall be less than 24 inches. All leads shall be clamped to blocks secured by non-metallic bolts. Ties and tie -wraps shall not be used. 8.4.2 All connections shall be firmly supported with reasonable clearances between connections of unlike voltages. Sharp bends shall not be used in interties or terminal leads. Supports for insulated transformer leads shall have rounded edges, either from machining or cardboard angles, to prevent damage to cable insulation during normal movement in transportation or operation. 8.4.3 Openings in insulated tubing shall be flared or rounded smooth when used for entrances or exits of insulated leads run inside the tubing. 8.4.4 Internal non-metallic support structures provided for support of leads and other internal devices shall be bolted together using non metallic threaded rods with nuts at each end. Nuts shall be locked in place, either by disrupting threads, tying off threads or epoxying threads, so that nuts cannot come loose due to any amount of vibration or any amount of thermal expansion and contraction while still allowing for disassembly by the application of deliberate force on the nut. 8.5 Connections: 8.5.1 Soldered connections shall not be used internal to the tank. Brazed connections are acceptable. 8.5.2 Each internal bolted electrical connection shall use two bolts with Belleville washers. Split spring lock washers are not acceptable in the assembly of internal transformer components. 271 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 9 De -Energized Tap Changer (DETC) 9.1 An externally operated DETC shall be provided for the high voltage winding taps. 9.2 The DETC shall include tap positions as described in the Appendix section. All taps shall be full capacity taps. 9.3 A positive type position indicator shall be furnished, complete with provisions for padlocking the DETC in any on -tap position with padlocks having 3/8" shanks and 2" x 2" x 7/8" bodies. A suitable weather shield shall be provided over the padlock and positioning pin and shall be designed to eliminate the need for tools for access. Any exposed portion of the mechanism, such as a position indicator or geneva gear, shall also be furnished with a weather shield. 9.4 The DETC operating handle is to be readily accessible for operation without interference from adjacent parts. 9.5 All taps shall be rated for loading above maximum nameplate capabilities of the transformer as specified in Data Sheets. 9.6 All DETCs on a transformer shall be operated by a suitable single external manual handle device, conveniently and safely operable from the ground, with the handle no more than 3 to 5 feet above the tank base. Multiple DETC operating handles are not acceptable. 9.7 Any shaft penetration designs directly through the tank wall at a location below the top of the core/coil assembly shall have double sealing on the rotating shaft and on the mounting flange. 9.8 Under no conditions shall a sprocket and chain drive arrangement be acceptable for connecting the DETC assemblies on each phase to the common operating shaft. 9.9 DETCs shall be prevented from being left between taps and shall be prevented from moving off tap due to vibrations or bumping. 9.10 All tapered pins used in DETC assemblies shall be fully driven into the holes, slightly below the surface of the entrance side of the holes, and the entrance side of the holes deformed. 10 Tap changer for operation under Toad 10.1 Load Tap Changers (LTC's) shall be manufactured by Reinhausen and of sufficient capacity to satisfy the requirements in this specification. 10.2 Capabilities and Ratings: 10.2.1 Load -tap changing equipment shall provide plus and minus 10% in -phase regulation of the low voltage winding in 32 steps of approximately 5/8% each. All voltages listed on the nameplate shall reflect the actual design voltages, rounded to the nearest 10 volts. 10.2.2 All taps shall be full capacity taps. 10.2.3 The tap changer is required to regulate the secondary voltage for a varying primary voltage on the transformer as well as for the increased voltage drop due to increased load on the transformer. 281 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.2.4 The transformer shall be capable of full MVA output should the LTC stall in any off -tap position. 10.2.5 The tap changer shall be capable of completing a tap change if a thru-fault occurs after a tap change has begun. 10.2.6 LTC's shall be capable of parallel operation with circulating currents not to exceed 20% of rated current. 10.2.7 All components of the transformer shall be capable of carrying maximum rated current at all tap positions. 10.2.8 Series load tap changer windings, if any, shall be so sized and arranged that they, or any of their associated leads, do not become the transformer hot spot or generate gasses if the transformer is operating at full buck at maximum current above nameplate capacity. 10.3 Tap changer operation: 10.3.1 A mechanism for hand operation shall be provided. 10.3.2 LTC drive motor shall include the following: 10.3.2.1 A driving motor suitable for operation from the station service source described in the Appendix. 120 VAC motor is preferred. Motors rated 240 VAC or 208 VAC shall be capable of operating at either voltage. 10.3.2.2 Suitable overload protection and motor starting contactors for the driving motor control. 10.3.2.3 An ammeter to monitor the drive motor. 10.3.2.4 Under -voltage relays sensing loss of power to the LTC motor and controls. 10.3.3 Mechanical position indicator with provisions to show maximum raise and lower positions of the mechanism by means of manual reset indicators. The drag -hand reset device shall be located less than five feet above the base of the transformer. The dial - type indicator shall be configured so that the dial moves in the clockwise direction for tap changes in the raise direction (increasing LV voltage). 10.3.4 Two operation counters; one will display total operations and the other will be resettable and will have an alarm contact for excessive operations. The number of operations for which the alarm contact closes shall be user -adjustable. 10.4 Tap changer controls: 10.4.1 Beckwith LTC controls equipment shall be provided as follows: • M -2001D Tap Changer Control with Vacuum Fluorescent Display • M -2067B Adapter Panel • M -0115A Parallel Balancing Module 291 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor • M -0127A Over current Relay (circulating current), with auxiliary contacts for alarm indication. • M -0169A (5/8.66 — 0.2 Amp) Auxiliary CT 301 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.4.2 Mode Selector Switch, ElectroSwitch Series 24, to select sequential or non -sequential mode of operation. (Operable from ground with doors open) 10.4.2.1 Sequential - Tap changer will continue changing taps as long as Raise -off -Lower switch is held in either position. 10.4.2.2 Non -Sequential - Tap changer will move only one step regardless how long Raise - off -Lower switch is held in position. Control Switch must be returned to OFF position before OLTC will move to another tap. 10.4.3 Manual, Automatic and provisions for Remote control shall be provided as follows: 10.4.3.1 "Raise -Lower" manual control switch shall be provided in the control cabinet for local control. 10.4.3.2 "Remote -Automatic -Manual" switch shall be provided per sketch (SKT-DJW-1-05) See Appendix. 10.4.3.3 There shall be provisions made for future remote control of load tap changing equipment. 10.4.4 Voltage Reduction Provisions. All transformers shall include provisions for two steps of voltage reduction (2-1/2% and 5%). 10.4.4.1 120 VAC power supply provision for the Customer's radio receiver which will contain contacts for 2-1/2% and 5% voltage reduction. 10.4.4.2 A three -position 43VR switch shall be provided for local initiation of voltage reduction. (The switch shall be labeled "2-1/2% - Normal - 5 %.") 10.4.4.3 VR2.5 and VR5.0 Auxiliary Relays which will be picked up by appropriate contacts in either the radio receiver or the 43VR switch. The VR2.5 and VR5.0 Auxiliary Relays will have contacts connected to appropriate terminals of the "90" relay. 10.4.5 The LTC control shall include Line Drop Compensation. LTC current circuit grounds are to be grounded directly at the short-circuiting block of the current transformer only. 10.4.6 A potential source for the voltage regulating relay will be supplied by the Purchaser. The Seller shall provide a 1:1 isolating transformer to isolate this source from the LTC circuit. 10.4.7 Suitable test terminals for measuring regulated voltage shall be provided. 10.4.8 Test switches (States SMH, States MTS, or ABB FT -1) shall be provided for isolating voltage and current to the LTC controls. Current test switches shall be shorting type with test jack. Voltage test switches shall include test jacks. 10.4.9 Three limit switches, SPDT suitable for 0.5A at 125VDC as follows: 10.4.9.1 One switch with the normally open (N.O.) contact closed only when OLTC is in ON TAP in the full raise position and the normally closed (N.C.) contact closed in all other positions. 311 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.4.9.2 One switch with the normally open (N.O.) contact closed only when OLTC is ON TAP in the full lower position and the normally closed (N.C.) contact closed in all other positions. 10.4.9.3 One switch with the normally open (N.O.) contact only closed when OLTC is ON TAP in the neutral position and the normally closed (N.C.) contact closed in all other positions. The NO contact shall be wired to the Beckwith M -2001D for use with the neutral position detection feature. 10.4.9.4 All contacts shall be wired out to terminal block in the control cabinet. 10.4.10LTC alarms: One common annunciator point on the transformer annunciator shall be provided to indicate any of the following: 10.4.10.1 LTC "OFF -TAP". 10.4.10.2 Vacuum problem, if applicable 10.4.10.3 Excessive operations 10.4.10.4 LTC fault pressure relay alarm 10.4.10.5M -2001D "Self -Test" alarm 10.4.10.6M -2001D actuation of Block Raise/Lower (user programmable alarm) 10.4.11 Provisions shall be made to block LTC operation by a normally closed contact of the Purchaser's transformer lockout relay. 10.4.12Tap position indicator providing exact position, complete with an electrically operated synchro transmitter (Incon 1292) for remote exact position indication. Indicator shall not be mounted on cabinet cover but shall be visible through a weatherproof view port by a person of average height standing erect. The vendor shall also supply a tap position receiver (Incon 1250B) with the appropriate programming and scaling to function properly with the supplied tap position transmitter. The receiver shall be suitable for panel mounting and contain an integral transducer providing 0-1 mA or 4-20 mA analog output and RS232 serial output for remote tap position indication to SCADA center. The vendor shall supply documentation showing the value of the analog output signal of the transducer and the corresponding tap position of the transformer. 321 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.5 Paralleling: 10.5.1 A circulating current paralleling scheme shall be used for parallel operation of the transformer's regulating equipment with a similar unit as described in the Specific Transformer Data Sheets in the Appendix. This scheme shall insure that the transformers are within two steps of each other while they are operating in parallel. 10.5.2 Equipment shall be installed to block operation of the load tap changing equipment in a direction which would increase circulating current for an abnormal condition. 10.5.3 Suitable current transformers shall be provided for line drop compensator operation and/or for input to a circulating current paralleling scheme. Phase(s) to be used for LDC CT's are identified on the Specific Transformer Data Sheet in the Appendix. Secondary leads shall be connected to terminal blocks in the CT cabinet. Auxiliary CT's (5:0.2 amp) shall be provided as necessary. 10.5.4 A 52Y (Interposing relay) with (2 NO and 2NC) contacts shall be provided for use by the Customer in the paralleling scheme. 10.5.5 Provisions shall be made to permit either phase -to -neutral or phase -to -phase voltage input along with corresponding CT connections. 10.5.6 A 32 step resistor (25 ohm, 3 watt resistor per step, 800 ohms total) shall be provided for use by the purchaser to indicate tap position, per Sketch SKRC1293. 10.6 LTC Accessories: 10.6.1 Local Control Switch, ElectroSwitch Series 24, with pistol grip handle, spring return to OFF, for LTC controls. Switch shall be labeled Lower -OFF -Raise (Operable from ground with doors open). 10.6.2 Necessary equipment to permit parallel operation with the transformers specified. This equipment shall include: 10.6.2.1 An adjustable time delay relay, to start timing on operation of the circulating current relay. 10.6.2.2 Current test facilities, (Superior, States SMH, States MTS, or ABB FT -1) for testing LDC current transformer and circulating current relay. 10.6.2.3 An auxiliary relay used in conjunction with the Beckwith M -0127A, to block tap changer operation and transmit remote alarm on time out of the time delay relay. Alarm contact(s) shall be connected as required to the HIGH CIRCULATING CURRENT ALARM point on the local annunciator. Auxiliary relay shall have contacts rated for 125vDC. (No higher than 4 feet 6 inches above base of transformer ) 10.6.3 Pressure relief device, temperature indication equipment, and fault pressure relay per Section 12.4. 331 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.6.3.1 Pressure relief device shall be screened to prevent entrance of foreign objects and moisture into the compartment. Setting of the relief devices shall be as determined by the load tap changer manufacturer. 10.6.3.2 The LTC pressure relief alarm will be connected to an LTC PRESSURE RELIEF alarm point on the local annunciator. 10.6.3.3 Semaphore for LTC compartment shall be visible from the ground. 10.6.3.4 Discharge of pressure relief device(s) shall be baffled to control direction and extent of spray and to facilitate clean-up. 10.6.4 Lamp receptacle controlled by a door switch and located remote from control wires. Receptacle shall be for USA standard medium base lamps. 10.6.5 NEMA grounded convenience receptacle with GFI protection in the control cabinet. 10.6.6 Parts or components of the tap changer that will require periodic adjustment or replacement shall be built to ASTM Standards permitting the use of standard tools. 10.6.7 Space heater(s) with protective guard(s), located to prevent overheating wiring or equipment or accidental contact by personnel checking wiring. 10.6.8 Space heaters shall be uncontrolled and sized to maintain internal cabinet temperature at least 5°C above external ambient, with external ambient temperature as per Section 4, Service Conditions. 10.6.9 Multiple heaters safely distributed over bottom of control cabinet shall be provided if more than 250 watts (net) is required. To be controlled by 20A circuit breaker. 10.6.10 Rated voltage of space heaters shall be at least 67% higher than the applied voltage. 10.6.11 All LTC control wiring shall be stranded copper, #12 AWG minimum, with thermosetting 600V insulation, 900C or higher, electrically, thermally and mechanically suitable for its environment and application. Flame, oil and heat resistant wiring with higher voltage thermosetting insulation or higher operating temperatures are acceptable without prior approval. 10.6.12A Non-GGCI outlet, see section 12.8.5. 10.6.13LTC compartments shall meet the following requirements: 10.6.13.1 The oil system for OLTC shall be independent of and isolated from the main tank oil system. All barriers between OLTC compartment and main tank shall permit full vacuum filling of the main tank regardless of the status of the tap changer compartment. 10.6.13.2 Tap changer shall be free -breathing with a suitable desiccant breather located approximately 5 feet from the transformer base for ease of replacement. 10.6.14 Each separate LTC oil -filled compartment shall have the following minimum accessories: 341 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.6.14.1 One - Upper vent connection with pipe cap. 10.6.14.20ne - Lower fill and drain valve with pipe plug. 10.6.14.3Valve to have sampling valve located outside the disk of the main valve. 10.6.14.4The valve shall be on the bottom of the compartment. 10.6.14.50ne - Oil level indicator with high and low level alarm contacts. 10.6.14.6A11 LTC level alarms will be connected to a single LTC OIL LEVEL alarm point on the local annunciator. 10.6.14.7lndicators for all compartments shall be readily visible from a single location. 10.6.14.8 Each compartment of the tap changer shall have an RTD temperature sensing device mounted in a well. Extension leads shall be run in a weatherproof raceway system to the electronic temperature monitoring device in the cooling control cabinet. 10.6.14.90ne - Pressure relief device shall be provided for the common LTC compartment, Qualitrol #208 automatic reset type, with alarm contacts and readily visible semaphore. And baffle and discharge pipe. 10.6.15The power supply for the LTC motor shall be as specified in the Data Sheets in the Appendix. AC and DC auxiliary power for LTC motor and controls shall be routed from the cooling equipment control cabinet as separate branches. 10.6.16A hand crank shall be provided for operating the LTC for maintenance or due to a defective motor. 10.6.17It shall not be necessary to take the transformer out of service to manually operate the LTC. 10.6.18 Interlocks shall be provided to de -energize motor while hand crank is in place for manual operation. 10.6.19 Heavy duty limit switches shall be provided to cut off the LTC motor circuit and control circuit at the end of the desired travel. 10.6.20Separate contacts shall be provided for the motor circuit and the control circuit. Limit switches shall not be located in any oil filled compartments. 10.6.21 Torque switches for motor and/or control circuit shutoff are not acceptable. 10.6.22LTC drive motor and controls may be in a common control cabinet. The control cabinet for OLTC drive motor and controls shall be separate from the control cabinet for transformer cooling controls, miscellaneous controls, alarms and CT lead terminations unless otherwise specified. 10.6.23Each LTC control cabinet shall be weather proof, with hinged access doors as follows: 351 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.6.23.1 No door shall exceed 42 inches in width. Double doors are preferred on cabinets wider than 36 inches. 10.6.23.2 Locking facilities, suitable for padlocks with 3/8" shanks and 2" x 2" x 7/8" bodies, shall be provided. 10.6.23.3Doors shall have suitable gaskets completely around each opening and a weather shield on the top horizontal surface. 10.6.23.4 Each door shall be equipped with a holding bar or other mechanism to securely hold the door open at least 1100 from the cabinet against winds gusting to 25 miles per hour 10.6.24The top of the LTC control cabinet shall not be more than six feet above the base of the transformer. 10.6.25Exposed operating shafts between the LTC and the control cabinet shall be equipped with removable shrouds for personnel safety. 10.6.26The following equipment shall be housed in all LTC control cabinets. No control or indicating devices shall be mounted on the outer cabinet doors. 10.6.27Voltage test terminals to permit monitoring voltage regulating relay input voltage and to permit impressing external voltages for calibration and setting of voltage regulating relay. (Accessible from ground with doors open) 10.6.28A11 control wiring shall terminate with insulated full ring lugs on one side of 600V, 25A (or higher), double row barrier type terminal blocks with screw terminals and captive links, GE type EB-25. Barrier spacing shall be sufficient to permit termination of #10 AWG wiring using Insulated Full Ring Terminal with Seamless Barrel or Braised Barrel. 10.6.29No more than two wires shall be terminated under any given screw terminal. 10.6.30 Manufacturer's wiring to terminal blocks intended for extension by Customer shall terminate on one row, with the other row kept clear of Manufacturer's wiring. The row used for Manufacturer's wiring and Customer's wiring shall be consistent on all terminal blocks in a vertical column, with rows arranged so Customer's cables may rise between two adjacent rows and fan out in each direction. There shall be a wiring extension to a connection box where plug/ receptacle type connectors shall be used for quick connection of wiring into modular substation. 10.6.31 All wiring associated with tripping, including lockout relays and initiating devices, shall be unfused. 10.6.32A11 Manufacturer's LTC control wires shall be provided with indelible marker sleeves at each termination designating the location of the opposite end termination. 10.6.33A11 wiring inside the LTC control cabinet shall be run in wire duct with snap on covers to permit easy tracing of circuits. Open wiring bundles with wraps are not acceptable. 36IPage 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 10.6.34A11 components in the LTC control cabinet shall be capable of continuous operation with an air temperature inside the cabinet that is 10°C above the outdoor ambient temperature as specified in Section 4, Service Conditions. 10.6.35Any load tap changer shall be capable of successfully completing a tap changing operation without damage if an external short circuit occurs while the load tap changer is changing taps. 10.6.36Line drop compensator, control relays, time delay relays and facilities for readily reversing polarity of reactance compensation. See Data Sheets for specific transformer. 371 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 11 Tank construction 11.1 Temporary internal shipping braces shall not be used. 11.2 Structural Loading Requirements: 11.2.1 Equipment provided under this specification shall be analyzed and found to be functional for the physical loading conditions described below. The equipment shall be designed so that there will be neither damage nor loss of function during and after the loading conditions delineated below. In addition, equipment shall maintain correct operational state during these conditions. 11.2.2 The manufacturer/supplier is responsible for assuring that their analytical methodology is consistent with industry standards and guidelines listed below and that the results are reported accurately to the purchaser. 11.2.3 The manufacturer's analysis shall consider the higher of seismic load or wind load to act concurrently with the other applicable loading conditions as follows. Design criteria shall be clearly noted on the outline drawing. 11.2.3.1 Wind Load: The equipment shall be analyzed to the appropriate state building code for a wind load 120 mph applied to the component's entire projected area normal to the wind. 11.2.3.2 Seismic Load: Seismic analysis of equipment shall be performed utilizing the Static Analysis Method as described in IEEE Standard 693-2005. A horizontal seismic coefficient of 0.5g and a vertical seismic coefficient of 0.4g shall be applied to the component's center of gravity and the resulting forces determined. Appendages such as electrical bushings, radiators, and pipes shall be designed for twice the horizontal and vertical seismic loads. 11.2.3.3 Dead Load: Consider the weight effects of the equipment including all ancillary equipment and fluids. 11.2.3.4 Operating Load: Equipment mechanical operating loads shall be evaluated for impact on anchorage and other support points. If operating loads are negligible then a statement shall be clearly noted on the drawings. 11.2.3.5 Terminal Connections: Allowable loads for terminal connections shall be determined by the manufacturer for the lug design shown on their equipment drawing. Allowable loads shall be noted on the drawings. 11.3 Transformer tanks shall be of welded steel construction. 11.4 The core clamp shall be isolated from the tank. 11.5 Tank corners shall be bent with seams welded inside and outside at least six inches from the corner. 11.6 A leak test of the welded joints at the factory is required before the transformer is accepted for shipment. 381 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 11.7 Both the tank and cover shall be provided with lifting lugs. 11.8 The tank shall be provided with jacking lugs with stenciled identification. Minimum height of jacking lugs shall be 12" above base. Minimum projection of the jacking lugs shall be 10" from the tank wall. 11.9 The base shall be furnished without wheels, designed for rolling or skidding parallel to either center line. If the transformer does not have a structural steel base and requires suitable shims or blocking for base ventilation, the Seller shall be responsible for providing the necessary material. 11.10 All manhole, bushing, and pressure relief device openings in the tank cover shall utilize raised flanges with thru-bolts or blind tapped holes. Studs welded to the tank cover will not be accepted. 11.11 All bushing adapters shall be equipped with air bleeder valves when a conservator -type oil preservation system is specified. These valves shall be used to purge air from the main tank during oil filling. 11.12 Manholes: 11.12.1 There shall be two or more 24 -inch manholes in the top of the transformer to facilitate the removal and installation of bushings and current transformers (CTs) and to provide access to terminal boards (when used) without disturbing the leads, un-tanking the transformer, removing the cover, or removing radiators. Manhole covers shall include lifting handles. 11.12.2Covers and flanges shall be sufficiently stiff to prevent gas or oil leakages after bolts are tightened. 11.12.3Sufficient manholes shall be provided on the tank cover of core form transformers to permit access to each side of the core and coil assembly, with at least one on each side of the core and coil. 11.12.4 Manhole locations shall permit the proper use of confined space retrieval equipment for personnel inside the tank. 11.12.5A11 manhole covers, whether on top or walls, shall be on raised flanges. Covers for maintenance or field assembly access shall be secured with nuts, bolts and gaskets, with those on walls having two concentric gaskets in separate grooves. 11.12.6Any and all wall access provisions are subject to specific approval by the Engineer during the bid evaluation process, regardless of past history of acceptance. 11.12.7Covers for wall mounted access points shall be equipped with hinges and handles regardless of weight. 11.12.8Covers of access points used solely for factory assembly and testing shall be sealed using at least two full passes with no oil in the tank during welding. 39 I Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 11.13 The tank shall be mechanically strong and designed for both full vacuum filling and 10 psig positive pressure (or 25% above maximum operating pressure, whichever is greater), with all joints and connections full seam welded externally to eliminate possible oil leaks. 11.14 At no time during normal operation of the transformer, up to and including full loading above nameplate capabilities, shall the: 11.14.1 Exterior surface of the tank, or any appurtenances, become hot enough to cause injury to personnel upon momentary contact or to cause personnel to react in an unsafe manner upon such contact. 11.14.2 Interior surface of the tank, or any interior metallic members, become hot enough to generate gas in the insulating oil. 11.15 Sufficient clearances shall be provided between the core and coil assembly and the tank walls and cover of core form transformers to permit comfortable internal inspection of the transformer by an average sized individual. 11.16 Lifting, moving and jacking facilities shall be provided in accordance with ANSI C57.12.10 and for any covers over 40 pounds. Covers under 40 pounds shall be equipped with handles to facilitate controlled removal. 11.17 All vents on top of transformer tanks shall be sealed using pipe caps. Pipe plugs are not acceptable. 11.18 Fall protection shall include two Winsafe weld -on base plates, model number GM135. 11.19 The top of the main tank shall be painted with non -slip coarse grit paint compatible with the Manufacturers normal finish. Grit paint shall be on the tank top only and not on raised flanges or covers. 11.20 All valves, pipes or other extensions shall be strong enough to support a 250 pound person or shall be provided with a guard that can support a 250 pound person. Guards shall not restrict maintenance or operating access to the equipment being guarded. 11.21 Bolts, nuts, screws, etc., shall meet ANSI Standard B1.1 and shall be corrosion proof. Bolt heads and nuts shall be hexagonal. 11.22 All hardware exposed to the weather shall be stainless steel (nuts, bolts, hinges, etc.). 12 Auxiliary Equipment 12.1 Bushings: 12.1.1 All bushings shall be Resin Impregnated Paper (RIP) bushings oil -free dry and clean technology. 12.1.2 All terminal bushings (unless otherwise noted on the Specific Transformer Data Sheet in the Appendix) shall be located on the tank cover and shall be in accordance with IEEE Standards where applicable. 401 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.1.3 The current rating of each bushing shall be equal to or greater than the current it will carry at the maximum forced -cooled rating and overload rating. Additionally, the current rating of each neutral bushing shall not be less than the current rating of the associated line bushings. The HOXO bushing, when required, shall be rated to sustain the maximum operating current of the common winding. 12.1.4 Bushing leads shall be accessible from the bushing cover. Accessibility to leads shall not require personnel to enter the transformer tank. 12.1.5 A draw -lead connection is required for all bushings whenever possible. In cases where the transformer winding leads are bolted to the bottom of the bushings, two -bolt connections shall be used; single -bolt connections are not acceptable. 12.1.6 Approved suppliers of bushings are: Trench, LAPP, Pcore Electric, AREVA, Siemens and ABB. 12.1.7 Bushing outline drawings with stud sizes identified shall be submitted with transformer approval drawings. 12.1.8 4 -hole NEMA bushing terminal connectors shall be supplied for each bushing. Connectors shall be tinned copper -bronze, and finished on both sides. Cut sheets shall be provided showing materials, dimensions and current rating of terminal connectors. 12.2 Bushings for Buried Y -Terminals 12.2.1 Where a buried delta tertiary is specified, the corner of the delta shall be brought out through bushings. The corner of the delta shall be completed externally and grounded through an external connection. 12.2.2 The two winding terminals at one corner of the tertiary delta shall be separately brought through 15 kV bushings mounted on the tank cover. 12.2.3 Removable straps shall be furnished to connect the external bushing terminals together and to the tank. 12.2.4 The bushings shall be located and labeled to avoid confusion with other bushings, and shall be protected with a removable, weatherproof metal cover. 12.2.5 An instruction plate shall be furnished and mounted near these bushings, specifying that the external bushing terminals must be connected together, and to the tank, whenever the transformer is energized. The same instructions shall be shown on the main transformer nameplate. 12.3 Surge Arresters: 12.3.1 Arresters shall be supplied in accordance with the following requirements and per the below approved arrester list. 12.3.1.1 Station Class 12.3.1.2 Silicone Polymer housing 411 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.3.1.3 NEMA 4 hole flat pad terminals 12.3.1.4 Metal Oxide Varistor (MOV) 12.3.1.5 Ground Terminal 12.3.1.6 IEEE Nameplate. 12.3.2 Mounting: 12.3.2.1 Removable supports shall be provided for the mounting of arresters. 12.3.2.2 Minimum metal -to -metal clearance shall be at least 6" greater than that specified for the associated bushing, including any corona rings within the metal -to -metal criteria. 12.3.2.3 A mounting bracket shall be provided for the HO arrester, when required on a Wye -Wye transformer. 12.3.3 Ground connections of at least 1" x 1/4' copper bar shall be provided from the surge arresters to the base of the transformer tank for connections to the station ground grid by the Customer. Arrester mounting details shall not be used as part of the ground path 12.3.4 Ground bus design shall permit the installation of leakage current monitors and/or discharge counters by the Customer if so desired. Design shall be based on one monitor or counter per three phase set unless otherwise specified. All proposals shall include an adder for insulating sub bases as required 12.3.5 Approved suppliers of arresters are: Joslyn, Hubbel, Cooper Power Systems, General Electric, Siemens and ABB. 12.4 Instrumentation and Monitoring Equipment: 12.4.1 Messko oil level indicators with alarm contacts shall be provided for the Main Tank and LTC. 12.4.2 A sudden pressure relay wired to one auxiliary relay in the cooling control cabinet shall be provided on each transformer. Sudden pressure relay mount will include a full - diameter ball valve to allow isolation from the main tank. Buchholz relays are not acceptable for this application. If a Buchholz relay is provided for gas collection a separate relay shall be provided for sudden pressure and the rapid rise contact of the Buchholz relay shall not be wired to any alarms or trip devices. 12.4.2.1 A Qualitrol type 900-004-03 Sudden Pressure Relay installed on a separate valve on the main tank. In addition, a 909-300-01 seal -in relay shall be provided with contacts for trip and alarm, as well as additional contacts as detailed below. 12.4.2.2 An auxiliary relay shall be provided as necessary to provide additional output contacts. 12.4.2.3 One additional auxiliary relay contact shall be wired to terminals for external use by the Customer. Contacts shall not share any terminals. One contact shall be 421Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor used for a remote indicating light to indicate that the seal -in relay must be reset before the transformer lockout relay can be reset. 12.4.3 An LTC Fault Pressure Relay (Pressure Switch) with alarm contacts shall be provided to annunciate high pressure in the LTC. 12.4.4 Qualitrol Main Tank pressure/vacuum gauge. 12.4.5 For transformers with a Nitrogen oil preservation system, a nitrogen supply cylinder pressure gauge shall be provided. 12.4.6 For transformers with a conservator oil preservation system, a gas detection system shall be provided, consisting of a gas detector relay which will accumulate any released gases from several collection points located on the main tank cover. 12.4.7 A Qualitrol Model #5091TM-300 electronic temperature monitor (ETM) shall be provided with the following options: 12.4.7.1 This device shall be equipped for the following: 12.4.7.2 125VDC power supply. 12.4.7.3 Three input channels. The inputs shall be the leads from the RTD sensors mounted in thermowells on the main tank. These channels shall be used to monitor: 12.4.7.3.1 The winding temperature RTD sensor. 12.4.7.3.2 The top oil temperature RTD sensor. 12.4.7.3.3 LTC oil temperature RTD sensor. 12.4.7.4 Four 0-1mA/4-20mA analog output channels to provide winding temperature, top oil temperature, and the differential temperature of the main tank oil and the LTC oil to the SCADA center. 12.4.7.5 One set of normally open alarm contacts wired to the HIGH TOP OIL TEMPERATURE annunciator point. 12.4.7.6 One set of normally open alarm contacts wired to the HIGH WINDING TEMPERATURE annunciator point. 12.4.7.7 One set of alarm contacts wired to the HIGH LTC DIFFERENTIAL TEMPERATURE annunciator point. 12.4.7.8 Two set of contacts [change state on winding temperature setpoints] shall be wired for cooling control. One set of contacts shall be arranged in a fail-safe design so that if the temperature monitoring system fails the contacts will activate the cooling system. 12.4.7.9 The contacts shall be wired for fail-safe control of the cooling system. 12.4.7.10Two sets of contacts [one set for winding temperature and one set for oil temperature] shall be wired to terminal blocks for extension by the Customer. These are the TRIP contacts on the Qualitrol device. 43 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.4.7.11 The temperature monitor shall be mounted on a swing panel in the control cabinet. 12.4.7.12The control cabinet that houses the temperature monitor shall be equipped so that the oil and winding temperatures can be read from the local display monitor without the need to open the control cabinet door. 12.4.7.13This monitor/signal conditioner shall provide a 0-1 mA analog output current that is proportional to the differential temperature of the main tank oil and the LTC oil. 12.4.7.14Three RTD's shall be provided on each transformer, one complete with load bias heaters and associated auxiliary current transformer (on the hottest phase), to simulate the winding "hot spot" temperature, one to measure transformer top oil temperature and one to measure LTC top oil temperature. Each RTD is to be mounted in a dedicated thermowell. Extension leads shall be run in a weatherproof raceway system to the control cabinet that houses the temperature monitoring equipment when required in Data Sheets in the Appendix. 12.4.7.15The winding hot spot temperature simulation, main tank top oil temperature measurement, and LTC oil temperature measurement shall be connected to the Qualitrol Model #509ITM-300 Electronic Temperature Monitor when required in Data Sheets in the Appendix. 12.4.7.16A11 RTD leads between the probes shall be protected in flexible or rigid conduits. 12.5 When the Qualitrol 509 ETM is specified, one Messko "dial -type" winding temperature indicator shall be provided for backup indication in the event that the ETM is out of service. 12.6 Cooling Equipment: 12.6.1 The transformer cooling system shall consist of the necessary radiators, fans, and piping, complete with automatic control equipment for operation from the temperature devices as described above. 12.6.2 The transformer cooling equipment shall be arranged to provide a uniform distribution of cooling within the transformer with either or both stages in operation. 12.6.3 Fan Requirements: 12.6.3.1 Fan Manufacturer shall be Krenz. 12.6.3.2 Fan shall be low velocity type for minimum noise operation. 12.6.3.3 Fan motors shall be single phase. Fan Motors rated 240 VAC or 208 VAC shall be capable of operating at either voltage. 12.6.3.4 Fan motors shall be designed for outdoor use with coated rotors and stators to prevent moisture damage. Fan motors shall include appropriate drain plugs per OEM design to allow drainage of condensation. Plugs shall be installed or removed as appropriate during shipment if fan orientation during shipment is not the same as normal in-service orientation, and warning tags shall be attached during shipment to alert installation personnel as to proper plug configuration after assembly. 441 age 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.6.3.5 Fans supplied with the transformer shall be designed with guards having a mesh spacing of 1/2" or less to meet OSHA requirements. 12.6.3.6 Refer to the Data Sheets for available cooling equipment power supplies. 12.6.3.7 Each fan motor shall have thermal overloads with readily visible and accessible reset buttons. Molded case motor circuit protector (MCP) circuit breakers in the control cabinet, sized for the motors, may be substituted for integral thermal overloads provided each motor has a dedicated MCP. 12.6.3.8 Cable connections to fans shall be disconnectable using weatherproof environmental connectors. 12.6.3.9 Exposed cable lengths shall be kept to a minimum. Coils of exposed cable are not acceptable and the Manufacturer shall be back charged any field costs associated with shortening or protecting cables. 12.6.3.10 Receptacles shall be equipped with captive safety caps to cover and seal the receptacles when not in use. 12.6.3.11 Receptacles and plugs shall have threaded environmental collars to prevent accidental separation of plug from receptacle. 12.6.3.12 Connectors shall be equipped with wire mesh strain relief grips, preferably at each end, to prevent cables from being separated from connectors if accidentally or intentionally pulled. 12.6.4 Cooling Controls: 12.6.4.1 ON/OFF/AUTO selector switch shall be provided for each fan circuit. 12.6.4.2 Lead fan bank selector switch shall be provided. 12.6.4.3 Provision shall be made to shut down the cooling system using a normally closed contact from the Purchaser's transformer protective relaying scheme. 12.6.4.4 Time delay under -voltage relays shall be provided per Section 12.9, Annunciator. 12.6.4.5 Circuit breakers shall be provided for each fan circuit. 12.6.4.6 The Manufacturer shall balance the AC power supply on branches to each cooling stage and to the load tap changer where one is specified. 12.6.4.7 Undervoltage relays shall be provided on each bank to indicate loss of any cooling power supply. Alarm contacts shall be connected to the LOSS OF 1ST STAGE COOLING alarm point or the LOSS OF 2ND STAGE COOLING alarm point as appropriate. 12.6.4.8 The master contactor for each stage of cooling shall have two auxiliary contacts, one normally closed with time delay on drop -out wired through a temperature contact to provide an alarm if the contactor drops out while the controls are calling for the contactor to be picked up and one normally closed instantaneous wired to 451 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor terminal blocks for Customer's remote position indication. Alarm contacts shall be connected to the LOSS OF 1ST STAGE COOLING alarm point or the LOSS OF 2ND STAGE COOLING alarm point as appropriate. 12.6.4.9 Construction details for the cooling equipment control compartment shall be similar to the load tap changer control compartment and shall include: 12.6.4.9.1 Lamp receptacle controlled by a door switch and located remote from control wires. Receptacle shall be for USA standard medium base lamps. 12.6.4.9.2 Space heater(s) with protective guard(s), located to prevent overheating either wiring or equipment. Space heater shall be uncontrolled and sized to maintain internal cabinet temperature at least 5°C above the external ambient temperature as specified in Section 4, Service Conditions. Multiple heaters distributed over bottom of control cabinet shall be provided if more than 250 watts (net) is required. Voltage rating of space heaters shall be at least 67% higher than the applied voltage. 12.6.4.9.3 Two 20 Amp convenience receptacles, both visible from front and accessible from ground with door open. Receptacles without ground fault protection shall have provisions to restrict use to authorized personnel only. 12.6.4.9.4 Circuit breakers to be used for operation of convenience receptacles. Must be visible from front and accessible from ground with door open. 12.6.5 Radiators: 12.6.5.1 The design and construction of the radiators shall be such as to eliminate pockets where moisture can accumulate or which can prevent application of a continuous film of paint. 12.6.5.2 Radiators shall have the necessary piping, fittings, valves, drains, and bleeder connections so that individual radiators may be removed and replaced with the transformer in service. 12.6.5.3 Radiators shall be connected to the main tank through flange mountings with shut off valves at the top and bottom to permit shut-off of oil from the main tank for removal or installation of the coolers. Valves shall be designed to withstand maximum differential forces that can be applied during normal vacuum type oil filling operations. 12.6.5.4 The radiators shall have solid steel plugs provided at the top and ball type drain valves at the bottom shipped with solid steel plugs. 12.6.5.5 All radiators shall be galvanized and shall use plate type radiators. 12.6.5.6 All radiators shall be flushed out prior to shipment. Pipe caps shall be provided at the top and pipe plugs at the bottom of each cooler to permit field flushing when desired. 12.6.5.7 The oil flow pattern to and from the coolers and through the transformer coils shall be designed to be free of turbulence and shall not cause impinging of oil on any part of the solid insulation system. 12.6.5.8 Radiators shall be designed to permit removal and installation without additional special bracing. 46IPage 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.6.5.9 Refer to the Data Sheets for unusual service conditions that can affect radiator efficiency during the life of the transformer. 12.7 Control cabinet and wiring: 12.7.1 Station service supply: 12.7.1.1 Available station service will be either 120/240 VAC single phase, 120/240 VAC delta three-phase, or 120/208Y VAC three-phase. (Refer to the Specific Transformer Data Sheets for station service voltage requirements.) 12.7.1.2 Motors rated 240 VAC or 208 VAC shall be single phase and shall be capable of operating at either 240 VAC or 208 VAC. 12.7.1.3 All Under -voltage relays shall be single phase. Under -voltage relays connected line -to -line shall be capable of being adjusted for use on 208 VAC or 240 VAC, (i.e. dropout shall be adjustable from approximately 150 VAC to 200 VAC). 12.7.1.4 A separate heavy-duty, four point terminal block for the Customer's incoming #1/0 minimum station service cables shall be provided in control cabinet. 12.7.1.5 Total KVA demand for all auxiliaries shall be calculated and identified on the auxiliary power schematic. 12.7.1.6 All equipment shall operate correctly, without overheating or loss of service life, when supply voltage is within ±10% nominal voltage or within specified range. 12.7.1.7 Maximum nameplate rating of any equipment connected to a 208V supply shall be 220V. No equipment rated 230V or 240V is acceptable, except when the equipment is rated for the full range of 208V -240V. 12.7.1.8 AC auxiliary equipment shall ride out momentary outages not exceeding 30 cycles and voltage sags to 70% for 120 cycles. 12.7.1.9 The Customer's AC and DC power supplies shall be terminated on heavy duty terminal blocks in the Cooling Control Cabinet. Customer's wiring shall be sized for the load, subject to a #6 AWG minimum conductor for the AC power supply and #10 AWG minimum conductor for the DC power supply. 12.7.2 Control and Wiring: 12.7.2.1 All external control wiring to accessories, current transformer junction boxes, etc., shall be run in weatherproof raceway systems to either control cabinet as required for local control connections and the Customer's connections. Raceway systems that fill with water during normal use will be remedied at the Manufacturer's expense. 12.7.2.2 Tank bracing is not to be used as a raceway for any control wiring. 12.7.2.3 Flexible conduits or armored cables between devices and rigid conduits or tank bracing shall be weatherproof and their lengths as short as possible and no longer 471Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor than 3 feet. Loose ends of flexible connections ending in tank bracing shall be sealed against entry of moisture until field connections are made. 12.7.2.4 Intermediate terminal blocks between external devices and the control cabinets shall be barrier type. No splices shall be used. 12.7.2.5 Cabinet bottoms shall have ample space for the entrance of the Customer's conduits. In general, two 3 inch IPS conduits will enter the OLTC control cabinet and three 3 inch IPS conduits will enter the cooling equipment control cabinet. 12.7.2.6 Terminal blocks shall be made of phenolic plastic with captive screws. 12.7.2.7 All control wiring, with the exception of CT and VT secondary leads and sudden pressure trip leads, shall be stranded copper, #12 AWG minimum, with oil resistant thermosetting 600V insulation, 90°C or higher, electrically, thermally and mechanically suitable for its application. Flame, oil and heat resistant wiring with higher voltage insulation or higher operating temperatures are acceptable. 12.7.2.8 All wiring inside control cabinet shall be run in wire duct with snap on covers to permit easy tracing of circuits. 12.7.2.9 All control wiring shall terminate with insulated full ring lugs on one side of 600V, 25A (or higher), double row barrier type terminal blocks with screw terminals and captive links, GE type EB-25. Barrier spacing shall be sufficient to permit termination of #10 AWG wiring using Insulated Full Ring Terminal with Seamless Barrel or Braised Barrel. 12.7.2.10 No more than two wires shall be terminated under any given screw terminal. 12.7.2.11 Manufacturer's wiring to terminal blocks intended for extension by Customer shall terminate on one row, with the other row kept clear of Manufacturer's wiring. The row used for Manufacturer's wiring and Customer's wiring shall be consistent on all terminal blocks in a vertical column, with rows alternating every other vertical column so Customer's cables may rise between two adjacent rows and fan in each direction. 12.7.2.12A11 Manufacturer's wires shall be provided with indelible marker sleeves at each termination designating the location of the opposite end termination. 12.7.2.13A11 wiring in the control cabinet shall be run in wire duct with snap on covers to permit easy tracing of circuits. 12.7.2.14 External wiring that is not in conduit shall be type SOW. 12.7.2.15A11 relays, relay terminals, and terminal blocks shall be easily accessible even if the installation of a hinged door or a hinged panel is required. Control devices shall not be more than five (5) feet above the transformer base. 12.7.2.16A11 unused relay contacts provided for the Customer shall be wired to terminal blocks and clearly identified in the control cabinet. At least 20% of the terminal points shall be provided as spares and evenly distributed among the occupied terminal points. 481 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.7.2.17A11 relay and control devices shall be identified by engraved nameplates. 12.8 Control Cabinet Requirements: 12.8.1 The control cabinet shall be of weather-proof construction with dip edge over hanging cabinet doors. 12.8.2 Cabinet door to have provisions for a padlock. 12.8.3 Each door shall be equipped with a holding bar or other mechanism to securely hold the door open at least 110° from the cabinet against winds gusting to 25 miles per hour. 12.8.4 Lamp receptacle controlled by a door switch and located remote from control wires. Receptacle shall be for USA standard medium base lamps. 100W equivalent LED bulb to be supplied. 12.8.5 One (1) 20 Amp, 120 VAC, single phase, wire grounded duplex convenience receptacle (GFI protected) shall be provided in the control cabinet. 12.8.6 Weather -shielded, screened breather holes shall be furnished at the top and bottom of the cabinet. 12.8.7 The bottom of the control cabinet shall have a removable plate suitable for the Customer's conduit connections. The removable plate shall be 8" x 20" or larger. The dimensions and centerline location of this plate shall be clearly shown on the outline drawing. 12.9 Annunciator: 12.9.1 Two SEL 2533 annunciators (total of 20 alarm points), part # 253301213A0A3X0, shall be provided in the control cabinet to indicate the transformer alarms. The annunciator indicator lights shall be visible from outside the cabinet. 12.9.2 Alarm points shell be wired such that device contacts are open during normal operation (closed on alarm condition). 12.9.3 A 52X interposing relay for breaker position shall be provided with 2 NO and 2NC contacts. This relay will be used in blocking "Loss of Voltage" alarms when the transformer's breaker is open. 12.9.4 The annunciator shall be suitable for operation on the Customer's station DC supply, as specified in the Appendix. All DC connections shall be ungrounded. 12.9.5 The following alarm points shall be provided. (Bulleted items shall be grouped together for a common annunciator point.) 12.9.5.1 Low Oil Level — Main Tank 12.9.5.2 Low Oil Level — LTC 12.9.5.3 High Oil Level- LTC 491 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.9.5.4 LTC Trouble: • LTC "OFF -TAP". • Vacuum problem, if applicable • Excessive Operations (Active) • LTC Fault Pressure Relay alarm • 2001 D self -test and block raise/lower 12.9.5.5 Nitrogen System Problem OR Conservator System Problem • Main Tank - High Pressure • Gas Accumulator Relay • Main Tank - Low Pressure • Low Cylinder Pressure 12.9.5.6 Operation of Pressure Relief for main tank 12.9.5.7 Operation of Pressure relief for LTC 12.9.5.8 Loss of LTC Control Power • Loss of Voltage to LTC control circuit • Loss of Voltage to LTC drive motor 501 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.9.5.9 Loss of cooling control power 12.9.5.10 Loss of power to Fan Bank A 12.9.5.11 Loss of power to Fan Bank B 12.9.5.12 High Top Oil Temperature 12.9.5.13 High Winding Temperature 12.9.5.14 Hi Differential Temperature (LTC to Main Tank) 12.9.5.15 Electronic Temperature Monitor System Trouble 12.9.5.16 Gas Monitor HI Alarm 12.9.5.17Gas Monitor HI -HI Alarm 12.9.5.18 Gas Monitor General Alarm 12.9.5.19 Main Tank Sudden Pressure Relay 12.9.5.20 Excessive Circulating Current 12.9.6 The above annunciator requirements do not preclude the installation of any additional standard accessories or alarm devices normally provided by the Seller. 12.9.7 The Manufacturer shall provide undervoltage relays on each phase of the AC power supply and connect the paralleled alarm contacts to the LOSS OF AUXILIARY POWER point on the annunciator. 12.10 Valves: 12.10.1 All valves on the transformer shall be ball valves. Radiator isolation valves may be "Butterfly" or "flapper" type. 12.10.2"Butterfly" or "flapper" type valves used for radiator isolation shall include nitrile gaskets to provide leak -free isolation. 12.10.3 Radiator isolation valves shall be provided at the top and bottom of each radiator, and shall be made of steel. Cast aluminum valves are not acceptable. 12.10.4When pumps are provided, they shall include isolation valves. 12.10.5The transformer main tank shall be fitted with a 2 -inch oil drain valve, complete with sampling valve located on the discharge side of the drain valve. 12.10.6A 2" Upper filter press valve shall be installed on the main tank the same tank wall as the drain valve. The upper filter press valve will be used for filling of the transformer up to a rate of 40 gpm. A deflection plate internal to tank shall be provided as necessary. 51 1 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.10.7The LTC shall include a 2" fill valve and a 2" drain valve. The drain valve shall also include a sampling valve. LTC fill and drain valves shall be ball valves. 12.10.8A 1.5 inch ball valve shall be provided fora future installation of a gas -in -oil monitor. The valve shall be located in a good flow area for representative sampling. The valve shall be located within 6 feet of the control cabinet. The valve shall be located approximately 3 feet above the tank drain valve to permit installation/removal without the need to de - energize the transformer and also to prevent moisture intrusion due to snow. 12.10.9Conservator isolation valves. If a conservator is provided with the transformer, the conservator shall be capable of being isolated via a manually -operated valve. This valve shall have a mechanical position indicator on the valve. 12.10.10 All valves shall be flange type, with companion flanges welded directly to the tank. Nipples between the companion flange and the tank will not be allowed. Free end of valves may be flanged or female taper threaded as appropriate for the application or unless otherwise specified. 12.10.11 Oil drain valve, at least 2 inch, with non-ferrous metallic plug and with a 3/8" sampling valve located between the main valve and the plug. Bottom of drain valve inlet shall be at least tangent with, if not lower than, the tank bottom. Please note that this is more stringent than, and supersedes, ANSI C57.12.00. 12.10.12 Lower filter valve, at least 2 inch, for oil filling, with non-ferrous metallic plug. Lower filter valve may be dual function with oil drain valve. 12.10.13 Upper filter valve, at least 2 inch, with non-ferrous metallic plug if wall mounted or with gasketed blind flange if top mounted. 12.10.14 Oil sampling valve for top oil. Oil sampling valve may be incorporated in wall mounted upper filter valve between main valve and plug. Upper and lower sample valves shall be designed to permit the installation of tygon tubing for use as a level indicator during transformer filling. 12.10.15 Upper vacuum valve, at least 4 inch, with non-ferrous metallic plug if wall mounted or with gasketed blind flange if top mounted. Valve shall be diagonally opposite the filter valve if top mounted or on the opposite wall. 12.11 Bushing Current Transformers: 12.11.1 Except where otherwise specified, each terminal bushing, including neutral, shall be equipped with bushing -type current transformers that meet the following requirements: 12.11.1.1 All CT's shall have a continuous thermal current rating factor (RF) of 2 or higher. The thermal factor requirement shall be met during all loading requirements including planned overload. 12.11.1.2 Multi -ratio (MR) CT's shall have 5 leads and fully distributed windings. 12.11.1.3A11 CT secondaries shall be rated 5 amperes with a continuous thermal rating of 10 amperes on all taps. 521 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.11.1.4CTs shall conform to the latest IEEE Standard for 5 -lead, multi -ratio current transformers. 12.11.1.5 Multi -ratio CTs supplied with the transformer for relay purposes shall have a metering accuracy of 0.3% up to B2.0 when at the full tap winding. 12.11.1.6Single-ratio (SR) CTs supplied with the transformer for metering purposes shall have an accuracy of 0.3% up to B2.0. 12.11.1.7See the Appendix for the number of CTs on each bushing and their ratios. 12.11.2CT wiring 12.11.2.1 All secondary wiring for CTs shall be at least #10 AWG stranded copper with oil resistant, thermosetting 600V insulation, 90°C or higher, electrically, thermally and mechanically suitable for its application. Flame, oil and heat resistant wiring with higher voltage insulation or higher operating temperatures are acceptable. 12.11.2.2 The five leads of each CT shall be wired to their own 6 -point short-circuiting type terminal block, General Electric Type EB-27. 12.11.2.3 All CT secondary leads shall be brought out to an external junction box with stud, nut and lockwasher connections. All CT secondary leads shall be continuous except at the external junction box. No internal or external splices shall be allowed. Split lockwashers are not acceptable. Molded type junction blocks using splices are not acceptable. Note that this applies to all CT wiring termination, including connections at Electronic Temperature Monitoring devices where provided. CT connections via "set -screw" type connectors or wire wrapped around screw terminals is not acceptable. 12.11.2.4 Wiring shall be installed in a weatherproof metal conduit system which shall be effectively sealed. 12.11.2.5 Wire fill in conduit shall meet NEC requirements for both # of wires per conduit and % fill. 12.11.2.6 All CT leads longer than 12 inches inside the tank shall be run in non-metallic tubes instead of being tied directly to supports. All wiring entrances and exits from the tube shall be flared round to prevent sharp edges that could damage wiring during shipment or other movement. Leads shall be tied off with cotton tape where they enter and exit the tubing to prevent unnecessary movement. 12.11.2.7 If CT turrets require removal for transformer shipment, CT lead junction boxes shall be installed on the removable turret with the CT's factory installed in the turrets and wired out to the junction boxes. Prefabricated and pre terminated extension cable pigtails and short sections of liquid tight flexible conduits shall be used for reconnecting the CT's during field assembly. 12.11.2.8 The cabinet containing the CT terminal blocks shall also be equipped with one States type MTS test switch with 2 current shorting poles and sufficient, properly braced, space for future field installation of a 5/5A single ratio auxiliary current transformer. 531 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.11.2.9 The short-circuiting strips of the blocks shall be grounded. 12.11.2.10 Terminal Blocks shall be located in a separate cabinet or, if located in the main control cabinet, they shall be positioned so as to minimize the possibility of personnel making inadvertent contact. 12.11.2.11 If a separate CT Cabinet is provided, it shall meet the following requirements: 12.11.2.11.1 The CT Cabinet shall be weatherproof and shall be large enough to provide sufficient room to pull in and terminate the Customer's 4/C - #10 cables. 12.11.2.11.2 The bottom of the CT cabinet shall have a removable plate, at least 8" x 12", suitable for the Customer's connections. The dimensions and centerline location of this cabinet shall be clearly shown on the outline drawing. 12.11.2.12 Wireways shall be provided for customer wiring. 12.11.2.13 Stainless steel hinges and latching door handle shall be provided. 12.11.3Winding temperature (hot -spot) current transformer leads shall be brought to a short- circuiting type terminal block (EB-27 or Purchaser approved equivalent) in the CT cabinet so that the temperature indicators can be field calibrated. Calibration information shall be included in the test report (CT current correlation to hot spot adder; and heater calibration data.). 12.11.4A current transformer nameplate shall be mounted adjacent to the respective terminal block and shall contain the following information. (If space adjacent to the terminal blocks is limited, a single data plate may be mounted on the inside of the door which includes the below information.) 12.11.4.1 Manufacturer's name 12.11.4.2 Manufacturer's type designation 12.11.4.3 Rated frequency 12.11.4.4IEEE accuracy class 12.11.4.5Connection chart showing winding development, taps, and ratio in terms of primary and secondary current, polarity, pole and pocket location. 12.11.4.6Curve sheet numbers 12.11.4.7Thermal Rating Factor 12.12 Pressure Relief: 12.12.1 Mechanical pressure relief devices (Qualitrol XPRD) shall be provided on top of the main tank and LTC compartment. Each device shall have ungrounded alarm contacts (for transformer annunciator) and alarm flags visible from the ground 12.12.2The PRD shall be sized by the Seller based on the size of the tank, volume of oil, etc. 541 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.12.3Alarm contact shall be wired to the MAIN TANK PRESSURE RELIEF annunciator point. 12.12.4 Pressure relief device shall be mounted on a raised flange. 12.12.5 Pressure relief devices shall be designed to withstand hydraulic pressure of oil in conservator without leaking. 12.12.6 Discharge of pressure relief device shall be baffled to control direction and extent of spray and facilitate clean-up. 12.13 Liquid Insulation System: 12.13.1 Unless oil is required to be provided as specified on the specific transformer data sheet in the Appendix, transformers shall be supplied without oil and shipped in dry breathable air. 12.13.2 For transformers that will be shipped in dry air, oil will be supplied by the customer, unless otherwise specified. 12.13.3When a transformer is required to be shipped with oil as per the specific transformer data sheet in the Appendix, a sufficient quantity of oil shall be supplied with the transformer for filling all tanks and radiators to the proper level. 12.13.4When required to be supplied, mineral oil shall be CrossTrans 206, Type II, inhibited oil supplied in accordance with the attached oil Specification. unless otherwise specified in Data Sheets. This oil specification requires that the oil have a negative gassing tendency. 12.13.4.1 The Manufacturer shall guarantee that any oil used in the transformer is not contaminated and that any level of impurity will not harm equipment or reduce the value of the oil as an insulator or as a cooling medium. Oil used during testing of the transformer and supplied for final installation in the transformer shall be free of detectable Polychlorinated biphenyls (PCB's). The Manufacturer shall be held responsible for the quality of the oil received at the site. 12.13.4.2The Manufacturer shall be responsible for furnishing all oil required for filling the completely assembled transformer at the Customer's site. The volume of oil delivered to the site shall be at least 500 gallons above the transformer nameplate requirements. 12.13.5Oi1 preservation system. 12.13.5.10i1 inside the transformer tank shall be isolated from the atmosphere by means of an oil preservation system. This system shall be suitable for operation over an ambient temperature range as required in section 4 "Service Conditions." 12.13.5.2 The type of oil preservation system to be supplied is identified on the specific transformer Data Sheets. 12.13.5.3When an automatic nitrogen regulated system is specified, the system shall include the following: 12.13.5.3.1 Alarms for high and low tank pressure and low cylinder pressure. 551 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.13.5.3.2 Two Nitrogen bottles on an open shelf with chains to secure the bottles. The shelf shall be as close to the tank base as possible, to limit lifting. The high pressure hose to the regulator shall be long enough to allow switching from one bottle to the other without the need to move either bottle. 12.13.5.4 When a conservator system is specified, the system shall include the following: 12.13.5.4.1 Conservator for the oil preservation system, where present, shall not obstruct or restrict access to LTC Selector Switches for maintenance. A safety bar shall be incorporated in the design of the conservator tank bottom or support system to permit tying off two persons, 250 pounds each, in accordance with OSHA requirements. Oil line between conservator and main tank shall not be used for tying off workers. 12.13.5.4.2 The seller's standard equipment for maintaining a small head of oil in an air -cell type expansion tank shall be provided so that the main tank remains full at all times Conservator expansion tank oil level gauge with low-level alarm contacts. 12.13.5.4.3 Conservator expansion tank pressure -vacuum bleeder with desiccant breather. 12.13.5.4.4 Gas collection manifold shall be guarded as required for mechanical protection against damage from personnel on top of the tank. 12.13.5.4.5 No gas collection lines shall be attached to maintenance access covers. 12.13.5.4.6 Sample tubing between gas collection manifold and gas detector relay shall be equipped with a quarter turn shutoff valve at the manifold. Handle shall be in line with tubing when valve is open and at right angles to tubing with valve closed. Handle to be painted red to indicate normally open. 12.13.5.4.7 Sample tubing between gas detector relay and sampling valve shall be fully guarded to prevent mechanical damage. Cable ties to flat bars are not considered fully guarded. 12.13.5.4.8 Sample valve to be 3/8 inch with serrated hose nipple, located approximately 60 inches above transformer base. 12.13.5.4.9 A gas collection system with gas detector relay with alarm contacts and with sampling valve shall be provided on each main tank. 12.13.5.4.10 Alarm contact shall be wired to the HIGH MAIN TANK GAS LEVEL annunciator point. 12.13.5.4.11 Each conservator shall have the following accessories: 12.13.5.4.12 Liquid level gage with low level alarm contact. Gage shall be readily visible from ground level and not obscured by any support bracing. 12.13.5.4.13 2" Filling valve with plug and outboard sampling valve to permit installing tygon tubing to drain valve for level indication during oil filling. 12.13.5.4.14 1" Drain valve with plug and removable serrated tubing adapter for tygon tubing. 12.13.5.4.15 Bleeder valves equipped to permit field addition of drain tubing to slop buckets at ground grade during filling operations. Bleeders that allow intentional, uncontrolled oil spills during filling operations are not acceptable. 12.13.5.4.16 Relief vents if required. Conservator shall be designed to withstand 5 psig positive pressure. All top vents shall have pipe caps. Pipe plugs are not acceptable. 12.13.5.4.17 Manual shut off valves shall be provided in each end of the piping between each conservator and its associated transformer compartment to permit isolation of the compartment from the conservator for inspection, installation and maintenance. Valves shall be designed to withstand full vacuum when closed for vacuum filling of the transformer. Valves shall have lever type 561 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor handles that are parallel to the piping with the valve open and at right angles to the piping with the valve closed. 12.13.5.4.18 Oil lines between the main tank and conservator that pass over load tap changers shall not block access to manhole covers on the tap changer selector switch compartment. 12.14 Grounding: 12.14.1 Tank Grounds: 12.14.1.1 Four stainless steel NEMA 2 -hole grounding pads shall be provided near each corner of the transformer tank. These pads shall be vertically mounted, welded to the tank wall, and located approximately nine inches from the base. 12.14.1.2 Copper ground bus shall be run completely around the transformer near the tank base and connected to the above ground pads. 571 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.14.2Core ground: 12.14.2.1 Core ground leads shall be brought up separately through cover mounted bushings located in a protective box. 12.14.2.21f the core clamp is isolated from the tank, its ground lead shall also be brought up through a cover mounted bushing located in a protective box. 12.14.2.3The protective box shall be provided on the tank cover for the bushings and ground strap(s). 12.14.2.4The core ground strap(s) shall be bolted to a stainless steel grounding pad on the tank cover inside the protective box. 12.14.3Arrester grounds: 12.14.3.1 Ground connections of 1" x1/4" copper bar shall be provided from the surge arresters to the perimeter ground bus of the transformer. Arrester mounting details shall not be used as part of the ground path. 12.14.3.2 Ground bus design shall permit the installation of leakage current monitors and/or discharge counters by the Customer if so desired. Design shall be based on one monitor or counter per three phase set unless otherwise specified. All proposals shall include an adder for insulating sub bases as required. 12.14.4LV Neutral Grounds. The LV Neutral shall be connected to the copper ground bus at the base of the tank. 12.14.5Cabinet Grounds. 12.14.5.1 Each cabinet mounted on the transformer tank shall be bonded to the transformer tank with a copper grounding conductor (#1/0 copper minimum). 12.14.5.2 Component equipment and case grounds shall be bonded to the control cabinet ground bus. 12.14.5.3The control cabinet ground bus shall include a minimum of 6 spare positions for future use by the customer. 12.14.5.4Control Circuit neutrals shall not be bonded to the cabinet ground bus. 12.14.6LTC control circuit grounds. The ground associated with the PT input to the 90 relay shall not be connected to the control cabinet ground. The ground for the PT input to the 90 relay will be made at one location determined by the customer. 12.14.7Exposed copper grounding conductors/buses shall be painted to minimize theft. 12.15 External Clearances: 12.15.1 The phase -to -phase clearance between arrester live parts shall be equal to or greater than the phase -to -phase clearance between transformer bushing live parts. 581 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.15.2 Phase spacing at the cover mounted bushing terminals shall meet the following minimum requirements: 12.15.2.1 For 345 kV System Voltage - 120" on center. 12.15.2.2 For 115 kV System Voltage - 60" on center. 12.15.2.3 For 69 kV System Voltage - 48" on center. 12.15.2.4 For 15kV, 25kV and 34.5 kV System Voltage - 36" on center. 12.15.2.5 For 5kV System Voltage (and below) — 18" on center. 12.15.3Line to ground clearances 12.15.3.1 Line to ground clearances for live parts not enclosed in air terminal chambers shall meet or exceed the strike distance of the bushings with which they are associated. 12.15.3.2 Line to ground clearances for live parts that are enclosed in air terminal chambers shall meet or exceed standard NEMA spacing. 12.15.4The transformer height dimension shall be sufficient so that the minimum height from transformer base to ground end of all bushings and arresters meets the following criteria for the associated BIL: 12.15.4.19'-0" for 110 kV BIL 12.15.4.29'-3" for 150 kV BIL 12.15.4.39'-6" for 200 kV BIL 12.15.4.411'-0" for 450 kV BIL or 550kV BIL 12.15.4.515'-6" for 1050 kV BIL 12.16 Painting and Colors: 12.16.1 Transformer tank, radiators, control cabinet(s), and copper grounding conductors/buses shall be painted ANSI No. 70 light gray. 12.16.2The finish on the outside surfaces of the transformer and all its accessories shall be pigment type paint suitable for outdoor duty. After priming, two or more finish coats shall be applied to achieve a dry film thickness of at least 3 mils, with average coverage to be at least 4 mils. The transformer shall be finish -painted with ANSI No. 70 light gray paint. In addition, bushings shall be provided with gray porcelain conforming as closely as possible to ANSI No. 70. 12.16.3The tank interior shall be painted white. 12.16.4The tank cover shall be painted with skid -resistant paint. 591 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 12.16.5Special consideration shall be given to the preparation of aluminum or galvanized conduits and cabinets before painting in order to assure proper bond. 12.17 Other ancillary equipment: 12.17.1 All conduit supplied on the transformer shall be threaded, rigid type. Short runs (< 18") of flexible conduit may be used to facilitate connection to devices such as indicators. 12.17.2 Gaskets: 12.17.2.1 Gaskets shall be of nitrile rubber. 12.17.2.2 Metal surfaces to which gaskets are applied shall be finished smooth, seamless, and shall be designed with sufficient rigidity to assure proper compression of the gaskets. 12.17.2.3 Machine grooves shall be provided so that over -compression of the gaskets cannot occur, unless it is demonstrated to the Purchaser's satisfaction that the manufacturer is using another gasketing system of high quality and reliability. 12.17.2.4 Final drawings shall include a gasket dimension sheet which identifies quantities and dimensions of all gaskets associated with the tank pressure boundary. 12.17.2.50ne full set of gaskets shall be provided, along with drawings identifying all gasket dimensions and quantities. 601 Page 8/13/2018 CITY OF PALO ALTO UTILTIES 13 Testing Requirements James Bujtor 13.1 All applicable standard and special test requirements shall apply to each transformer, whether manufactured separately or at the same time as other identical units. Data from identical or similar transformers is not acceptable. 13.2 Transformers shall be fully assembled including all auxiliary devices, surge arresters, DGA monitoring equipment, conduits and the wiring of the control cabinet, (the transformer shall be completely assembled and ready for energization) before testing. 13.3 All test results, measurements, and calculated values shall be recorded on the supplier's certified test report. 13.4 The Purchaser shall have the option of witnessing all tests. The Seller shall advise the Purchaser at least two weeks in advance of test dates so travel arrangements may be made. 13.5 In the event of a test failure, no corrective action shall be taken until authorized by the Purchaser. 13.6 In no case shall a transformer be shipped without clearance from the Purchaser if test values do not meet the requirements of this specification or other requirements stated in the purchase order. 13.7 If a Y -winding is specified, whether the terminals are specified to be brought out or buried, the Y -winding voltage and capacity ratings shall be shown on the test report. 13.8 The following tests shall be performed on each unit in accordance with IEEE StandardsC57.12.00 and C57.12.90: 13.8.1 Transformer winding resistance measurements of all windings at all winding tap positions shall be taken for each phase of each winding and included in the test report. 13.8.2 Transformer turns ratio tests shall be performed at all tap positions listed in IEEE StandardC57.12.00. The applied voltage, the calculated ratios for each tap position and the measured ratios for each phase of each connection shall all be included in the test report. 13.8.3 Polarity and phase relation tests shall be performed, and the phasor diagram shall be included in the test report. 13.8.4 Excitation (no-load) loss tests shall be performed at the rated voltage tap by the "Three - Wattmeter Method". 13.8.4.1 No-load losses shall be recorded prior to dielectric testing and then again after dielectric testing has been completed. Both test readings shall be included in the test report. Temperature corrections shall be reported per IEEE standards C57.12.00 and C57.12.90. 13.8.4.2 No -Load Loss measurements shall be taken at rated voltage of the tap position which results in maximum excitation of all cores. (At an LTC position that results in the series transformer and/or preventive autotransformer being excited at 100% 611 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor rated voltage. i.e. at 16R when only a series transformer is provided, at 15R when both series and PA transformers are provided, or 1R when only a PA is provided.) 13.8.4.3 Excitation current measurements shall be taken at 100% and 110% of the rated voltage. 13.8.4.4 Current readings for each phase at both voltage levels shall be included in the test report. These current values shall be recorded prior to dielectric testing and then again after dielectric testing has been completed. 13.8.4.5 A one -hour core excitation test shall be performed after the completion of all dielectric tests at rated frequency and 110% of the rated voltage. All cores shall be excited to 110%. Therefore, the test shall be performed at an LTC position that results in series transformer and/or preventive autotransformer being excited at 110% rated voltage. 13.8.4.6 The one -hour core excitation test shall be followed by the No-load loss test after dielectric. 13.8.5 Cooling system loss measurements shall be taken at all stages and shall be included in the test report. 13.8.6 Impedance and load loss measurements shall be taken using the three -wattmeter method at all tap positions listed in IEEE Standard C57.12.00. 13.8.6.1 All measurements shall be performed at the base nameplate and maximum 65°C rating for that tap position and recorded in the test report. 13.8.6.2 Impedance and Load Loss data shall be included in the test report for the following tap positions: • HV at Tap "1" or "A" — LV at Neutral • HV at Tap "2" or "B" — LV at Neutral • HV at Tap "3" or "C" — LV at Neutral • HV at Tap "3" or "C" — LV at 16L (If LTC provided) • HV at Tap "3" or "C" — LV at 16R (If LTC provided) • HV at Tap "4" or "D" — LV at Neutral • HV at Tap "5" or "E" — LV at Neutral 621 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 13.8.6.3 The transformer's actual impedances for each DETC tap shall not differ from the quoted impedances by more than IEEE tolerances. 13.8.6.4 Zero Sequence impedance measurements shall be taken and shall be included in the test report. 13.8.6.5 For Wye -Wye transformers, zero sequence impedance measurements shall be taken in accordance with IEEE C57.12.90. A "T" network diagram shall be included in the test report and shall include complex values for Z1, Z2, and Z3. Complex values shall be shown as %R and %jX at base MVA. 13.8.7 Temperature tests shall be performed on each transformer. 13.8.7.1 Each transformer shall be tested in accordance with this spec. Test data from a "thermal duplicate transformer" is unacceptable 13.8.7.2 Tests shall be performed at the HV and LV tap positions that produce the highest losses. 13.8.7.3 A standard liquid temperature rise test shall be performed per C57.12.00 and C57.12.90 at the current required to produce total losses. The test report shall include the top oil temperature and the bottom oil temperature rise above ambient temperature. The test report shall also include the ambient temperature during the test. 13.8.7.4 A standard temperature rise test shall be performed per C57.12.00 and C57.12.90, using constant rated current. The average winding temperature rise shall be reported for both ONAN rating as well as top nameplate rating (ONAF/ONAF/ONAF), and shall not exceed 65°C by resistance measurement and 80°C for hot spot winding temperature. The test report shall include the calculated hottest spot temperature for maximum rating. The test report shall also include the ambient temperature during the test. 13.8.7.5 During factory testing, the radiators that will be supplied with the transformer shall be completely assembled and installed and used for cooling during tests. 13.8.7.6 Calibration information for the winding temperature devices shall also be included in the test report. The test report shall include the setpoints of the devices used to initiate auxiliary cooling equipment. 13.8.7.7 Thermovision (infrared) photographs shall be taken during the heat run, and shall be included in the test report. 13.8.8 Sound level tests shall be performed on each transformer and shall be in accordance with NEMA Publication TR1 and IEEE Std C57.12.90. 13.8.8.1 Guaranteed sound levels shall be at 100% rated voltage, at rated HV tap and at the LV tap position that produces the highest noise level. 13.8.8.2 Transformers with reactance LTC's shall have their sound level measured at an LTC position that results in the Preventive Autotransformer being excited. 63 1 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 13.8.8.3 Where a "Booster" or "Series" transformer is provided, the sound level shall be measured at an LTC position that results in the "Booster" or "Series" transformers being fully excited (LTC position at an extreme). 13.8.8.4 Test data from a duplicate unit is unacceptable. 13.8.8.5 All values recorded for the sound level shall be included in the test report. 13.8.8.6 The test report shall include the type of meter used, and a diagram of the test point locations. 13.8.9 Switching Impulse testing. 13.8.9.1 Switching surge tests shall be performed on each transformer with windings rated 110 kV or higher. 13.8.9.2 Switching surge tests shall be applied to each high voltage terminal in accordance with IEEE Standard C57.12.90. 13.8.9.3 Transformers with multiple voltage connections (series -parallel) shall be impulse tested in the parallel configuration. 13.8.9.4 DETC shall be set at the minimum voltage tap position. 13.8.9.5 The switching surge voltage transient shall be a relatively smooth uni-directional wave of negative polarity. 13.8.9.6 The test report shall include test wave characteristics and copies of oscillographs captured during the testing of each phase. 13.8.9.7 Oscillographs shall include timescales and data showing Time to Peak, Time Above 90%, and Time to Zero. 13.8.10Lightning Impulse testing. 13.8.10.1 Lightning impulse tests shall be performed on each transformer. 13.8.10.2lmpulse tests shall be performed on each and every line terminal individually. 13.8.10.3lmpulse tests on all line terminals and neutral terminals (XO and HO where provided) shall be performed in accordance with IEEE Standards C57.12.00, C57.12.90 and C57.98. 13.8.10.4Windings with multiple voltage connections (series -parallel) shall be impulse tested in both series and parallel configuration, regardless of voltage class. 13.8.10.5Windings with connections for either Delta or Wye configuration shall be impulse tested in both Delta and Wye configuration. 13.8.10.6 For HV winding impulse tests, the DETC shall be set at the minimum voltage tap position. 64 1 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 13.8.10.7 For LV winding impulse tests, the LTC (where provided) shall be set at the minimum voltage tap position. 13.8.10.8Tests shall include reduced full -wave 50%, chopped wave, and full -wave tests. The test report shall include wave characteristics and copies of oscillogram films taken during each test. The test report shall also include a copy of the wave comparisons or overlays for the reduced full wave and full wave traces for each terminal tested. 13.8.11 Low -frequency dielectric tests 13.8.11.1 Applied potential test shall be performed in accordance with C57.12.00-2006 and C57.12.90. 13.9 Induced potential testing accompanied by partial discharge (corona) monitoring shall be performed in accordance with C57.12.00 and C57.12.90, with the following additional criteria. 13.9.1 The de -energized tap -changer shall be set on the full winding tap for these tests and actual readings taken shall be included in the test report. 13.9.2 The Test Report shall show the RIV and PD results as well as the actual test voltages. 13.10 Doble single phase excitation test. 13.10.1 Excitation current measurements of the high -voltage windings at their full winding tap shall be taken for each phase. Tests shall be performed for LTC transformer as follows: 13.10.2HV at full winding tap, LV at neutral. 13.10.3HV at full winding tap, LV at maximum raise position. 13.10.4HV at full winding tap, LV at maximum lower position. 13.10.5 HV at full winding tap, LV at 1L or 1R position (reactance type LTCs only). 13.10.6The high- voltage side shall be excited to a potential (approximately ten kilovolts) which will produce an exciting current that is not to exceed 200 milliamperes. 13.10.7The test report shall include the excitation current value for each phase. 13.11 Insulation power factor and capacitance tests shall be performed in accordance with IEEE Standard C57.12.90, Method II (Test with Guard Circuit). 13.11.1 Transformers with delta tertiary stabilizing windings shall be tested as "three -winding transformers." 13.11.2Test results for "Two -Winding Transformers" or "Three -Winding Transformers" as appropriate shall be included in the test report. 13.12 Winding insulation resistance tests shall be performed. 651 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 13.12.1 Transformers with delta tertiary stabilizing windings shall be tested as "three -winding transformers." 13.12.2Test results for "Two -Winding Transformers" or "Three -Winding Transformers" as appropriate shall be included in the test report. 13.13 Doble SFRA Testing: Doble SFRA tests shall be performed on every transformer as follows: 13.13.1 Tests shall be performed with a Doble M5000 series test set. SFRA tests using other manufacturer's equipment are not acceptable. 13.13.2Tests shall be performed in accordance with Doble's SFRA Power Transformer Test Specification. 13.13.3A CD ROM shall be provided which includes all test files for electronic comparison with future test results. 13.13.4Sketches shall be provided showing test set-up with all equipment identified. 13.13.5 Both open -circuit tests and short-circuit tests shall be performed for the following winding connections for each phase (9 tests per tap configuration): 13.13.6HV Winding at maximum tap and LV winding at maximum tap (LTC at maximum boost position) 13.13.7HV Winding, at maximum tap and LV Winding at LTC Neutral position. 13.13.8 For transformers with a reactance -type LTC, an additional set of tests shall be done with the LTC in a bridging position (with preventive autotransformer excited). Position 15R is suggested, but the manufacturer may select an alternate bridging position if it would provide more informative results. 13.13.9 For Wye -Wye transformers with the corner of the buried delta tertiary brought out and completed externally, one test shall be done on the tertiary winding (Ya-Yb, with all other bushings floating.) 13.14 Controls and wiring check, including but not limited to the following: 13.14.1 Point-to-point wiring check. 13.14.2CT tests: Ratio, Polarity, Resistance and Hi -Pot. Also verify wiring to the shorting block in the control cabinet. 13.14.3Functional check of LTC operation and voltage control including applying voltage to the LTC control relay. 13.14.4 Functional check of all alarms. 13.14.5 Functional check of all other ancillary devices. 661 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 13.14.6 Hi -pot test of control circuits. 13.15 Other tests to be performed and results included in the Test Report. 13.15.1 Tank welds shall be given a pressure test by filling the tank with oil and holding 10 psi for six hours, after which all welded seams shall be inspected for leaks. 13.15.2Certified tests shall be provided for metering accuracy current transformers (when used) at burdens B0.1, B0.5, and B2.0; at secondary current of 0.5, 1.0, 2.0, 3.0, 4.0, 5.0, and 7.5 amperes. Included as part of the test report, CT's shall be identified by correlating each CT serial number with its respective bushing location (e.g., X1, X2, and X3). Metering CT's are to be capable of overloads consistent with transformer overloading. 13.15.3The De -Energized Tap Changer operating mechanism shall be operated through its full range periodically during the 10 psi pressure test and during de -energized periods in test program and the shaft seals shall be checked for leaks, with each such operation logged on the test report. 13.16 Documentation shall be provided for the metering accuracy of relay -class CT's at burdens of B0.1, B0.5, and B2.0; at secondary currents of 0.5, 1.0, 2.0, 3.0, 4.0, 5.0, and 7.5 amps. 13.17 A core -to -ground megger measurement shall be made after completion of all tests and shall also be included in the test report. Insulation resistance values shall be included in the test report for each core or core section. (Main core, series core, PA core, etc.) 13.18 Each bushing shall have its 01 and C2 power factor test performed. 13.19 Calculated peak inrush current shall be provided with the test report. 13.20 A minimum of three oil samples shall be taken from the transformer main tank and dissolved gas analysis shall be performed per C57.130. DGA results shall be submitted with the test report. If oil is removed before completion of last test, then gas -in -oil tests shall be made before oil is removed and again after oil is replenished. 13.21 Samples shall be taken as follows: 13.21.1 After the unit is filled and before any tests are performed. (All gas levels should be negligible). 13.21.2 Immediately after the temperature tests at the maximum force -cooled rating. 13.21.3After all preliminary and Dielectrics testing. 671 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 14 Acceptance Criteria 14.1 Winding and Bushing power factor: 14.1.1 Maximum acceptable power factor is 0.5% or manufacturer's criteria, whichever is lower. 14.1.2 For Class I and Class II transformers, the measured partial discharge shall not exceed 200 microvolts and 500 picocoulombs during the enhancement level, and shall not exceed 100 microvolts and 300 picocoulombs during the one -hour level. 14.1.3 The measured levels of gasses generated during the preliminary and dielectrics tests shall not exceed the limits specified below Dissolved Gas Limits Gas Maximum Generation Rate (ppm per hour while at rated current) Hydrogen (H2) 2 Carbon Monoxide (CO) 5 Carbon Dioxide (002) 20 Methane (CH4) 1 Ethylene (C2H4) Non Detectable Ethane (02H6) Non Detectable Acetylene (C2H2) Non -Detectable 14.2 The measured levels of gasses generated during the temperature rise tests shall not exceed the limits specified below. Dissolved Gas Limits Gas Maximum Generation Rate (ppm per hour while at rated current) Hydrogen (H2) 10 Carbon Monoxide (CO) 30 Carbon Dioxide (CO2) 300 Methane (CH4) 2 Ethylene (C2H4) Non Detectable Ethane (02H6) 1 Acetylene (C2H2) Non -Detectable 8/13/2018 681 Page CITY OF PALO ALTO UTILTIES James Bujtor 15 Shipping And Receiving 15.1 Connections for shipment 15.1.1 The transformer shall be shipped with the standard shipping connections as per C57.12.00, unless otherwise specified in the "special requirements" on the data sheet. 15.2 Shipment 15.2.1 Factory test data in accordance with this specification shall be provided to the Purchaser for review and approval prior to shipment: 15.2.1.1 All Dielectric testing results including waveforms and test values. 15.2.1.2 All temperature test results. 15.2.1.3 All Doble test results (single phase excitation test, power factor and capacitance) 15.2.1.4 Impedance, load loss and no-load loss. 15.2.1.5 DGA results. 15.2.2 The transformer shall be designed to withstand a minimum shipping force of 2G in the lateral direction, 5G in the longitudinal direction, and 3G in the vertical direction. 15.2.3 Shipping terms are delivery to the pad at the location specified in the Data Sheets and as per section 1.2.3.2, with the Seller to bear all risk of loss or damage while in transit. 15.2.4 Bidders shall verify their ability to ship to Purchaser's specified shipping destination and shall submit written confirmation of this with the submission of bids. Shipment of the transformer via truck is preferred. 15.2.5 Transformers shall be shipped under at least 3 pounds (at 30°C) positive pressure of breathable quality dry air. A gauge with valves and fittings to permit sampling or adding air shall be provided to monitor air pressure until transformer is filled with oil. Shipping accessories shall include appropriate pipe plug or pipe cap to replace shipping gauge. 15.2.6 Small transformers may be shipped oil -filled. 15.2.7 When the Purchase Order also includes the provision of oil, the seller shall fill the transformer with oil at site. 15.2.8 A recording impact meter with two horizontal and one vertical axis indicator shall be mounted on each vehicle used for shipping the core and coil to its destination. The recording shall be made available to the Customer for review. If meter is not tamper proof then it shall be sealed to show evidence of tampering. Impact meter shall only be opened by the Manufacturer's representative in the presence of a Customer representative. The recorder shall be capable of recording the entire transport plus 30 days. 15.2.9 Shipment shall include one complete set of fresh gaskets to replace all those used on equipment removed after factory testing and two sets of fresh gaskets for all access 691 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor covers on the tank and tap changer compartments. Gaskets used during factory test and shipping shall not be reused once disturbed. Gaskets shall be packed in plastic bags for protection and identified as to intended location on the transformer. 15.2.10AI1 radiators and associated piping that are disassembled for shipment shall be kept water -tight by using gasketed and bolted metal blanking plates. 15.2.11 Pressure vacuum gauges shall be provided by the Seller for the monitoring of gas pressure in the main tank of the transformer during shipping. Gauges shall be mounted so as to be well protected during shipment. 15.2.12Final shipping information and required delivery dates are specified in the Appendix. Delivery earlier than the date listed in the Appendix is not permitted without prior approval from the Purchaser. 15.2.13 Delivery of the transformer and all parts and accessories shall be made on the same day. The Purchaser reserves the right to hold a truck so that all offloading can be done on the same day. 15.2.14The Seller shall email complete packing list of parts to the Engineer at least 48 hours prior to shipment. Packing list shall include number of shipping groups or separate containers, contents of each container, expected date of arrival, shop order number and substation name. 15.2.15 No transportation media transfers are to be made without written approval from the Purchaser. 15.2.16The Seller shall provide satisfactory trip lease arrangements where rail shipments to private rail sidings are used. 15.3 Receiving 15.3.1 After the Purchaser's representatives have been notified of the transformer's arrival at the specified shipping destination, they and the Seller's representatives will inspect the transformer for apparent damage or loss. In the event there is evidence of loss, damage, or rough handling, the Seller's representative will be responsible for noting such on the carrier's delivery receipt. If the Seller desires to make an internal inspection of a suspect transformer prior to its unloading from the carrier's vehicle, he will be required to pay for any fees related to delays caused by his inspection. If the Seller does not choose to make an internal inspection and instead asks that the transformer be moved to the foundation for oil filling and field testing, the Seller shall be required to bear all transportation charges in addition to the repair or replacement expenses in accordance with the provisions of the General Terms and Conditions and assume full liability if it is necessary for any part of the transformer to be returned to the factory due to concealed damage incurred during shipment. 15.3.2 The Seller shall be responsible for processing any claims against the carrier (rail, water, or road) and for bearing costs, liabilities, etc., in accordance with the provisions of the General Terms and Conditions if it is necessary to return a transformer to a repair shop in order to correct damage incurred during transportation from the factory to the specified shipping destination. 701 Page 8/13/2018 CITY OF PALO ALTO UTILTIES James Bujtor 15.3.3 The Seller shall provide receipt inspection criteria. 15.3.4 Field supervision by a qualified employee of the Manufacturer to provide technical assistance during the initial field assembly of the transformer. Appendices: A. Bid Proposal Information Worksheet B. Specific Transformer Data Sheet C. Specific Transformer Data Sheet (Alternate Bid) D. Drawing Schedule E. Transformer Oil specification F. Drawing 355-C-4.4: Foundation Plan G. Drawing 355-C-5.6: Footing Details H. Drawing 355-C-6.3: Switchyard Steel Structure Plan & Details 1. Drawing 355-C7.3: Steel Structure Details J. Drawing 355-E.14.4 Model — COP2: Colorado Station Yard K. COP1 and 2: Nameplate L. COP -2 Outline Drawing UGDT-AB-02: Transformer Outline M. Existing COP2 location: photo 71 8/13/2018 EXHIBIT "B" lgl MI 02 g Q3 I 10 [01 M I SIEMENS 08 ( , =o CD U.) I 06 �] 07 +— +— Base: 142 2" — 09 Base: 76" * 265" — * 115" 265" — 197" — \ Pos. DESCRIPTION 01 H.V. BUSHINGS _ 11 02 L.V. BUSHINGS 03 HV/LV. NEUTRAL BUSHING Exlsting Base Transformer 04 T.V. BUSHINGS 05 OIL PRESERVATION SYSTEM �l►�I 06 REMOVABLE RADIATORS /// 07 COOLING FANS 08 CONTROL CABINET H1 H2 0 fl\ H3 0 ® v 09 NO LOAD TAP CHANGER HANDLE 0Y1 10 H.V. SURGE ARRESTER BRACKETS g Y2 11 L.V. SURGE ARRESTER BRACKETS Y3 O ��1 O = o o NOTE: THIS DRAWING IS A PRELIMINARY PROPOSAL AND DOES NOT INDICATE THE EXACT DETAILS OF ELM CITY OF PALO ALTO HV/LV: 120/160/200 MVA - 115:61.5 kV ''- W N: O CONSTRUCTION, ARRANGEMENT OF 40/53.3//66.7 MVA 12,475 kV ACCESSORIES OR THE FINAL THREE PHASE POWER AUTO —TRANSFORMER DIMENSIONS OF THE TRANSFORMER. wow: ts rwwc m a o +d I POWER: 120/160/200 we; 0 Rise 651 X1 X2 X3 HO/X0 / THIS INFORMATION SHOULD NOT BE v00 oo 115 t 2 x 2.1745 kV (NLTC 5186) COOLING: 04 USED FOR s1.s kV - 12.475 o wN/HTwrl/TOTAL I 1 NTS OR FOR ARRANGEMENTS OR FOR THE FOUNDATION UNLESS SPECIFICALLY TOTAL WEIGHT 254500 [Lc] CORE AND coos EIGHT 1280001081 uNraNKmc WEIGHT 143500 [L6] SHIPPING WEIGHT 173000 [m] TOTAL OIL 9400 (gall APPROVED BY THE FACTORY. ALL w DIMENSIONS, WEIGHTS AND VOLUMES PRELIMINARY SKETCH ARE APPROXIMATE. oo., 09/07/2018 DIMENSIONS: INCHES" °vi* w- m m o. Bose dimension update _/ TOLERANCE FOR WEIGHTS AND ,) — — DIMENSIONS : ± 15% 0,, a,�ae ,` " ERFLIMMWY SKETCH EC: * SIEMENS SAT City or Polo Alto w/o az1 : SHIPPING DIMENSION 18615.2A law y. 1 CITY OF PALO ALTO UTILITIES EXHIBIT "C' James Bujtor 4.0 Technical Data 4.1 4.2 4.3 4.4 4.5 4.6 MVA Rating of the Transformer (HV-LV) MVA Rating of the Tertiary Type of Cooling Standard Transformer Built to(CSA C88, ANSI C57, Etc.) Hz Frequency 4.7 Overload Ratings 4.8 Type of Oil Preservation System (Conservator, Positive Pressure, Sealed Tank) MVA LTE Rating °C LTE hottest stop temperature °C LTE Top oil temperature LTE Loss of life per 16hr event MVA STE Rating °C STE hottest stop temperature °C STE Top oil temperature STE Loss of life per 15min event Winding 4.8.1 High Voltage (H) Winding kV Maximum Operating Voltage kV Rated Voltage Connection kV Rated Winding BIL © Line End kV Rated Winding BIL @ Neutral End Type of Winding Construction (Disc, Layer, etc) Winding Material (Copper/Aluminum) 41 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor Manufacturer of conductor Type of conductor (sheet, strap, CTC, etc.) Type of conductor insulation (paper, varnish, netting etc) Winding construction used to protect winding from incoming surges (i.e. Full/Partial coil interleaving, shielded windings etc.) 4.8.2 Low Voltage (X) Winding kV Maximum Operating Voltage kV Rated Voltage Connection kV Rated Winding BIL © Line End kV Rated Winding BIL @ Neutral End Type of Winding Construction (Disc, Layer, etc) Winding Material (Copper/Aluminum) Manufacturer of conductor Type of conductor (sheet, strap, CTC, etc.) Type of conductor insulation (paper, varnish, netting etc) Winding construction used to protect winding from incoming surges (i.e. Full/Partial coil interleaving, shielded windings etc.) 4.8.3 Regulating Voltage (RV) Winding kV Step Voltage kV Impulse voltage ph -ph & ph -ground Type of Winding Construction (Tapped Helix, Multistart, Layer, etc) Winding Material (Copper/Aluminum) Manufacturer of conductor Type of conductor (sheet, strap, CTC, etc.) 51 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor Type of conductor insulation (paper, varnish, netting etc) Winding construction used to protect winding from incoming surges (Le. Full/Partial coil interleaving, shielded windings etc.) 4.8.4 Tertiary Voltage (Y) Winding kV Rated Voltage Connection kV Rated Winding BIL @ Line End kV Rated Winding BIL @ Neutral End Type of Winding Construction (Disc, Layer, etc) Winding Material (Copper/Aluminum) Manufacturer of conductor Type of conductor (sheet, strap, CTC, etc.) Type of conductor insulation (paper, varnish, netting etc) Winding construction used to protect winding from incoming surges (i.e. Full/Partial coil interleaving, shielded windings etc.) 4.9 Short Circuit Withstand Multiple of rated ONAN current secs Maximum duration of one fault X0/X1 ratio 4.10 Impedance Positive Sequence @85°C on Base Rating Calculated Zero Seq. @85C on Base Rating De -energized Tap Changer - Highest Tap De -energized Tap Changer - Nominal Tap 61 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor 0/0 0/0 0/0 0/0 0/0 0/0 4.11 Core De -energized Tap Changer - Lowest Tap Load Tap Changer - Highest Tap Load Tap Changer - Nominal Tap Load Tap Changer - Lowest Tap HV nominal tap -Tertiary LV nominal tap -Tertiary Core Type (Shell, Core or Wound) Number of Legs In2 Core Leg Cross Section Testa Flux Density @ Rated Voltage Testa 4.12 Losses Est. Flux Density at which the core steel saturates Grade of core steel used Manufacturer of steel kW No Load Losses kW No Load Losses at 105% HV Overvoltage kW Load Losses @ Base rating kW Load Losses @ Maximum rating kW Auxiliary Losses @ Maximum rating 4.13 Regulation 0/0 % % 4.14 Sound Level dB Regulation @ 85 °C ONAN - 1.0 P.F.% Regulation @ 85 °C ONAN - 0.9 P.F.% Regulation @ 85 °C ONAN - 0.8 P.F.% Expected Sound Level @ Rated Voltage & Base Rating dB Expected Sound Level @ Rated Voltage & 1st 71 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor dB dB dB dB 4.15 Tap Changer Stage Expected Sound Level @ Rated Voltage & 2nd Stage Expected Sound Level @ 105% Rated Voltage & Base Rating Expected Sound Level @ 105% Rated Voltage & 1st Stage Expected Sound Level @ 105% Rated Voltage & 2nd Stage 4.15.1 De -energized Tap Changer cyo Range in percent Number of Taps Amps Current Limit of Tap changer °C Temperature rise at maximum current 4.15.2 On -Load Tap Changer 0/0 Electrical location of Tap Changer Manufacturer of Tap Changer Catalog number of Tap Changer Range in percent Number of Taps Electrical location of Tap Changer Manufacturer of Load Tap Changer Model of Load Tap Changer Type (Resistor or Reactor) kV Rated Maximum service voltage kV Rated BIL of Load Tap Changer Amps °C Rated Maximum continuous current Temperature rise at maximum continuous current Number of operations before service 100% current Number of operations before service @ @ 8IPage 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor 50% current °C Lowest operating temperature of OLTC Short circuit withstand (% of rated maximum) secs Maximum duration of one fault Does the Load Tap changer require a conservator tank 4.16 Auxiliary Equipments 4.16.1 Bushings High Voltage (H) Bushings Manufacturer Type Catalogue Number kV Voltage rating kV BIL Amps Current rating Capacitor Tap available Low Voltage (X) Bushings Manufacturer Type Catalogue Number kV Voltage rating kV BIL Amps Current rating Tertiary Voltage (Y) Bushings Manufacturer Type Catalogue Number kV Voltage rating 91 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor kV BIL Amps Current rating High Voltage Neutral (HO) Bushings Manufacturer Type Catalogue Number kV Voltage rating kV BIL Amps Current rating Low Voltage Neutral (XO) Bushings Manufacturer Type Catalogue Number kV Voltage rating kV BIL Amps Current rating 4.16.2 Surge Arresters High Voltage Surge Arresters kV Duty Cycle rating kV Maximum Continuous Operating Voltage Manufacturer Model Low Voltage Surge Arresters kV Duty Cycle rating Maximum Continuous Operating Voltage kV Manufacturer Model 101 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor 4.16.3 Bushing Type Current Transformers Metering CT's Manufacturer Metering CT's Thermal Rating Factor Relaying CT's Manufacturer Relaying CT's Thermal Rating Factor 4.16.4 Cooling Equipment Radiator design type (flat plate or plain tube) Radiator Manufacturer Radiator Catalog number Number of Radiators Fans Manufacturer Fans Catalog number Number of Fans Pump Manufacturer Pump Catalog number 4.16.5 Indication, Alarm and Relay Devices Manufacturer of Pressure Relief Device for Main Tank Model of Pressure Relief Device for Main Tank Manufacturer of Pressure Relief Device for OLTC Model of Pressure Relief Device for OLTC Manufacturer of Electronic Temperature Monitor Model of Electronic Temperature Monitor Manufacturer of DGA Monitor System Model of DGA Monitor System Manufacturer of Rapid Pressure Rise Relay for Main Tank Model of Rapid Pressure Rise Relay for Main Tank 111 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor Manufacturer of Rapid Pressure Rise Relay for OLTC Model of Rapid Pressure Rise Relay for OLTC Manufacturer of Top Oil Thermometer Catalog number of Top Oil Thermometer Manufacturer of Liquid Level Indicator Catalog number of Liquid Level Indicator Manufacturer of Seal -In Relay Catalog number of Seal -In Relay Manufacturer of Gas Detector Relay Catalog number of Gas Detector Relay Manufacturer of Fiber Optic Temperature Probe Catalog number of Fiber Optic Temperature Probe 4.17 Oil Manufacturer's Trade Name gals(US) Quantity Oxidation inhibitor (percent by weight) Method of oil shipment 4.18 Dimensions provide sketch showing mounting footprint in Width of Base in Depth of Base in Assembled Height in Assembled Width in Assembled Depth in Shipping Height in Shipping Width in Shipping Depth 121 Page 8/13/2018 CITY OF PALO ALTO UTILITIES James Bujtor 4.19 Weights Ibs Core and windings Ibs Tank and fittings Ibs Oil Ibs Total Ibs Shipping Weight 4.20 Shipping g's g's g's 4.21 Warranty months months months Max. allowable shipping impact -longitudinal direction Max. allowable shipping impact -lateral direction Max. allowable shipping impact -Vertical direction Shipping Condition (Dry, oil filled) Transportation Vehicle (Truck, railroad) Identify items removed from shipment Standard Warranty period from date of energization Standard Warranty period from date of receipt of shipment on site Extended Warranty period energization/shipment on site 4.22 Winding Layout Show sketch with all windings in relationship to the core. 13IPage 8/13/2018 ■i TRANSFORMER PROPOSAL Proposal #: 18-1137A, Rev. 1 The City of Palo Alto Utilities Department (CPAU) Colorado Power Station (COP -2) Transformer October 2, 2018 86, SIEMENS SIEMENS EXHIBIT "D" — SIEMENS PROPOSAL REV.1 To: CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, CA 94301 Attention: Carolyn Bissett Contracts Administrator Subject: Colorado Power Station (COP -2) Transformer SIEMENS Proposal 18-1137A, Rev. 1 Dear Ms. Bissett, Siemens Industry, Inc. ("Seller") is glad to present the attached revised Proposal covering 1 x 120/160/200 MVA 115/61.5/12.47 kV Mineral Oil Three-phase liquid filled Power Transformer in accordance with CITY OF PALO ALTO's ("Buyer") request for quotation ("RFQ"), with the exceptions and/or clarifications as stated on this Proposal and attached documents. The attached Proposal material fully describes our offering, but if you have any questions, please do not hesitate to contact Karen Braida at 707-455-0241 or Boris Salswach at 919-412-0519. Regards, SIEMENS INDUSTRY, INC. Richard Mucha Manager of Business Development Distribution Transformers Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 c.c. K. Braida / B. Salswach Andrea Arterbury Finance Manager For more information, check our transformer tool and find out more about our products, the plants worldwide, reference customers, applications and more. http://www.energy.siemens.com/hq/en/power-transmission/transformers/ Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Restricted Page 2 of 23 Restricted SIEMENS PROPOSAL INDEX TABLE OF CONTENTS Section 1— Proposal Summary Section 2 — Proposal Terms and Conditions Section 3 — Technical Proposal Section 4 — Schedule Information Section 5 — Delivery and Site Assistance Section 6 — Contract Terms and Conditions Section 7 — Cancellation Schedule Appendix A — Site Service Attachments 1. Siemens Redline of the City of Palo Alto General Conditions 2. Bid Form and Noncollusion Statement 3. Bidder's Questionnaire 4. Bid Bond 5. Bid Proposal Information Worksheets and Outline Drawings 6. ISO 9001 Certificate 7. ISO 14001 Certificate 8. OHSAS 18001 Certificate 9. ISO 50001 Certificate 10. ISO 17025 Certificate 11. Organization Chart 12. Reference List 13. Brochure Siemens Industry, Inc. 2017. All Rights Reserved: Use This Document Solely For The Purpose Given. Return Upon Request. Do Not Disclose Reproduce Or Use Otherwise Without The Written Consent Of Siemens Industry, Inc. These Terms Supersede Any Other Terms Not Expressly Set Forth In a Signed Agreement. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 3 of 21 SIEMENS SECTION 1 PROPOSAL SUMMARY 1.1 Pricing & Delivery: ITEM 1 : 1 x Step -Down Power transformer — Mineral Oil 120/160/200 MVA ONAN/ONAF/ONAF — 65 °C rise, 115/61.5/12.47 kV, with DETC (± 2 x 2.174 %) on HV side Description Main Transformer Prices (net each unit) 1 Transformer 2 Oil (Quantity 9,400 gallons) 3 Dress, Test & Oil filling (acc. to Appendix A) 4 Spare Bushing HV 5 Spare Bushing LV 6 Spare Bushing Neutral 7 Spare Set of gaskets 8 Extended warranty (up to 54/60 months included in/out coverage) 9 Transportation (job site) 10 Offloading (pad) 11 Technical Field Assistance (Up to 5 days per unit 10 hr each) required to validate warranty 12 Taxes TOTAL Price (USD) $1,306,727.00 Included in 1 $138,978.00 $16,000.00 $12,000.00 $4,500.00 $2,000.00 $15,000.00 Included in 1 Included in 1 Included in 1 Not Included $1,495,205.00 Optional Prices - not included in the Transformers 13 Spare Bushing TV 14 Hot oil circulation for ambient temp < 10 °C/day/unit Price (net each) $8,000.00 Not needed Estimated Schedule Approval Drawings Final Drawings EXW Delivery DDP Delivery 12 weeks ARO 2 weeks ARAD 27 weeks ARO 32 weeks ARO * * In order to meet June 15t as delivery date, a purchase order or notice to proceed must be placed on Siemens latest on October 5th, 2018. ARO: After Receipt of Order / ARAD: After Receipt of Approval Drawings Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 4 of 21 SIEMENS Site Assistance Rates for Additional Days for 2019 Working days (Per 10 hr day - TSE Level 1) Working days overtime (Per hour) Saturdays (Per 10 hr day) Sundays & Holidays (Per 10 hr day) Premium overtime (Per hour incl after 10 on Sat.) Travel time (Per hour) Price (USD) $2,510.00 $290.00 $2,900.00 $3,780.00 $378.00 $207.00 (Not to exceed $1,490.00/day) Travel, living and incidental expenses not included in hourly rates to be billed at cost, plus 15% 1.2 General Information for All Units: Terms & Conditions Validity Period Price Policy Warranty Limitation of Liability Payment 30 days from the bid date Firm 54 months from energization / 60 months from delivery, whichever occurs first, without extensions on repaired parts. 500% of Unit value of issue Progress payment — NET 30 days from invoice Shipping Origin of Equipment Delivery INCOTERM 2010 Delivery Location Delivery Method Tenjo, Colombia DDP Job Site 1082 Colorado Ave Palo Alto, CA94303 Truck — Ship- Truck Specification Valid Standard Documents considered in order of precedence IEEE C57.12.00 1. This Offer 2. COP2 All Appendices.zip 3. IFB 173185 Colorado Transformer B1.pdf Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 5 of 21 SIEMENS SECTION 2 PROPOSAL TERMS & CONDITIONS _a 2.1 Terms of Pricing 2.1.1 Prices are firm for the quoted delivery. 2.1.2 The price does not include any federal, state, or local property, license, privilege, sales, use, excise, value added, gross receipts or similar taxes (other than federal and state income taxes imposed on Siemens). If Buyer claims a tax or other exemption or direct payment permit, it shall provide Siemens with a valid exemption certificate or permit and indemnify, defend and hold Siemens harmless from any taxes, costs and penalties arising out of same. Siemens' prices include the costs of its standard domestic packing only. Unless otherwise specified, when any INCOTERM other than DDP is offered, duties are also not included. 2.1.3 Unless specifically indicated in Section 1.1., prices quoted are based on the quantities stated in the proposal and are subject to change for change in transformer quantities; 2.1.4 Spare parts prices are valid only if ordered and delivered together with the transformer; 2.1.5 Site service is offered as an option and unless specifically noted, prices do not include: Any site specific or Buyer required access and/or safety training, any additional or special and/or site - specific safety, PPE, or environmental requirements, local Sales or Use tax, any required insurance additional to Siemens insurances - Requested changes to work scope or delays outside the control of Siemens shall be billed in accordance with Siemens rates. Any additional insurance coverage will be paid by Buyer — See appendix A for detailed information about scope and terms; 2.1.6 Any agreement arising from this proposal is subject to credit check. 2.1.7 Prices include cost for required guarantees. 2.1.8 Export/Import Compliance: Buyer acknowledges that Siemens is required to comply with applicable export/import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products and information provided in the performance of the Services, including any export/import license requirements. Buyer agrees that such goods or information shall not at any time directly or indirectly be used, exported, imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any export/import laws and regulations. Siemens' continuing performance hereunder is conditioned on compliance with such export/import laws and regulations at all times. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 6 of 21 SIEMENS 2.2 Payment 15% Net 30 days after invoice against receipt of the order 25% Net 30 days after invoice upon drawing submittal approval 25% Net 30 days after invoice upon successful factory testing 35% Net 30 days after invoice upon successful field testing but limited to 60 days after delivery There will be 5% retention until final acceptance or latest 60 days after delivery In case units cannot be delivered because of reasons not attributable to Siemens Industry, the balance will be due no later than three (3) months after shipment from the factory. Invoice balances left unpaid after this period shall be subject to additional late payment interest charges. Late payment interest charges shall be calculated on a simple interest basis at a rate of 1.5% per month or part thereof for each month after the allowed payment period. 2.3 Proposal Validity Period Any offer made hereunder will remain in effect for the number of days stated in Section 1 "Terms & Conditions", unless changed in the interim upon written notice from Company. If a PO is not received within the proposal validity, Siemens reserves the right to modify prices and conditions. 2.4 Confidential Information This proposal, including all of its attachments, exhibits, appendices, etc. ("Proposal"), is provided "as -is" for your evaluation of Siemens Industry, Inc. as the provider of work discussed therein and contains information that is confidential to and solely owned by Siemens. Your acceptance, viewing or storage of this Proposal is an acknowledgment of a confidential relationship between you and Siemens. We require that this Proposal be returned or destroyed when no longer required for the purpose identified herein. This Proposal and any information obtained from this Proposal may not be re -produced, transmitted, disclosed or otherwise used, in whole or in part, without the prior written authorization of Siemens. The above terms supersede any click -wrap or other terms not expressly set forth in a signed agreement between the parties covering the Proposal. All such click -wrap or other terms are expressly rejected by Siemens. 2.5 Other terms This proposal and contract is based upon the Siemens' interpretation of the plans and specifications and it is subject to correction for errors in such plans or specifications. Equipment referenced in the plans or specifications but not in this proposal and contract is not included. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 7 of 21 SIEMENS This document constitutes a Proposal of a contract and, when accepted by CITY OF PALO ALTO, shall be included as part of the Contract. This Proposal is expressly limited to the terms contained herein. Siemens hereby objects to and rejects any additional or different terms contained in CITY OF PALO ALTO request for proposal, specification, purchase order or any other oral or written communication from Buyer. Neither Siemens' employees nor its agents are authorized to grant oral warranties or otherwise add to or to modify the terms hereof orally. Prior to proceeding with any work, Siemens Industry, Inc. requires a formal and complete purchase order. Prior to acceptance, the purchase order must be correct with respect to the agreed upon prices, scope of supply, terms of payment, delivery dates and destinations and must not contain terms and conditions not agreed upon. Failure to submit an acceptable purchase order may result in non -acceptance of the order. The quoted delivery dates are based upon receipt of an acceptable purchase order. The Contract shall become effective after fulfillment of the following preconditions: Purchase Order Requirements In the event a purchase order is generated based on the scope of supply described in this proposal, the purchase order must have the following information included to be considered "clean" and eliminate delays during the order entry process. 1. The customer's Purchase Order must be made payable to: Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 2. The Purchase Order Net Price must match the Proposal Price as outlined in the Proposal summary. 3. The Purchase Order Payment Terms must match those outlined in the conditions of sale. 4. The Purchase Order Shipping Terms must match the Quoted Shipping Terms in the proposal. 5. If the purchase order is based on Siemens Industry, Inc. Commercial Terms and Conditions, this must be indicated on the Purchase Order. If terms have been negotiated, the agreed terms, a statement must be clearly defined on the PO and agreement attached to the PO. 6. The correct proposal/revision number/date sent should be referenced on the Purchase Order. For first time transformer purchases, please provide a tax certificate and W-9 form prior to submitting a purchase order so not to impede the order entry process. Please note, tax forms should have Siemens Industry, Inc. as the vendor. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 8 of 21 SIEMENS SECTION 3 TECHNICAL PROPOSAL 3.1 Performance Data : According to enclosed Proposal Information Worksheets. 3.2 Transformer Scope Details 3.2.1 Electrical and Mechanical Details a) Windings and insulation - All winding and lead material is copper with thermally upgraded insulation. Circular type core and winding construction. b) Tank and general arrangement: - Oil preservation system: Inert gas pressure system Lifting hook-up rings, lifting lugs on the cover and jacking pads Stainless steel grounding pads — Removable radiators HDG 10 PSI tank design - Drain and sampling valves Gaskets in Nitrile, o -ring type c) Tap changers DETC: Detch or similar 3.2.2 Accessories a) HV and LV RIS type bushings, ABB or equivalent. Top mounted. b) TV RIS type bushings, ABB or equivalent. Side mounted. c) NLTC on HV side - Detch or similar d) Inert Gas-Presure system e) Temperature monitor ITM 509 agreed with specification and clarifications. f) Annunciator Alarm Panel SEL2533 agreed with specification and clarifications. g) Pressure vacuum gauge with 2 contacts. h) Pressure relief valve. 2 contacts. i) Oil level indicator. 2 contacts Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 9 of 21 SIEMENS j) Winding Temperature Indicator 2 contacts k) Oil Temperature indicator I) Sudden pressure relay. 1 Contact. m) Seal in relay n) Skid Base. o) Fans and brackets p) Earthing screws q) NEMA 4 Control Cabinet. r) Lifting eyes s) Stainless Nameplate t) HV & LV Surge arresters. u) HV CTs: 1600/5 - MR - C800 - 0.3%@B1.8 (Relaying). Qty.: 2 each per phase v) LV CTs: 2000/5 - MR - 0.3%@B1.8 (Metering). Qty.: 2 each per phase w) LV CTs: 2000/5 - MR - WTI (Winding Temperature). Qty.: 1 each per phase x) Neutral CTs: 1200/5 - MR - 0.3%@B2.0 (Relaying). Qty.: 1 y) TV CTs: 1200/5 - MR - 0.3%@B2.0 (Relaying). Qty.: 1 each per phase z) Filling and venting devices - Ball type except radiators valves. aa) 1.5" inch ball valve provision for future installation of a gas -in oil monitor bb) Sampling device cc) Weld on bracket GM135 type agreed with specification. 3.2.3 Excluded items Unless specifically noted, prices do not include: a) Monitoring system and any remote command; b) Common cubiculum or enclosures; c) Connections, grounding cables; d) Fire protection or Fire Fighting Equipment e) Busbar system and all accessories related with and/or any other special device; Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 10 of 21 SIEMENS f) Anchor bolts or other anchoring system; g) Field tests and spare parts / Remote supervisory indications; h) Commissioning i) Training; j) Airway tickets for design review, meetings and inspections; k) Special tools for erection, maintenance, operation and supervision; I) Rails, housing and civil work; m) Padlocks respectively Padlock system; n) Safety equipment e.g. Latchway system; o) NGR's p) Other devices no mentioned on this proposal 3.3 Technical Clarification/Exception 3.3.1 General a) The unit will be designed per applicable ANSI, ASTM and IEEE standards except that internal and external hardware will be metric except for points of Buyer connection such as bushing and arrester terminals, ground pads, vacuum connection, and oil handling connections, all of which will have ANSI standards threads; b) Paint will be in accordance with Siemens standard; c) Standard tests according to C57.12.00 and C57.12.90. Unless otherwise clearly stated, heat run will be performed only in the first unit of more duplicate units. d) Tests to be executed at the factory and witnessed by the Purchaser will be performed according to the applicable technical standards. We reserve the right to perform the tests during the night, weekends or holidays depending on the test field necessities. Transformer test will be performed with the available test oil in the factory; e) Dimensions and weights could have variations once finished the final design, those will be confirmed once the order be received. f) Dimensions and weights could suffer variations with the final drawings within the tolerance; it will be confirmed with the approval drawings. g) Max. THD 5% h) We assume the field assembly to take place as per the schedule informed in the Invitation for Bid, that is, June 2019, latest during summer 2019, so a Hot oil circulation for ambient temp < 10 °C will not be needed. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 11 of 21 SIEMENS SECTION 4 SCHEDULE INFORMATION LI 4.1 Delivery Time The delivery time indicated in Section 1 of this Proposal is/are an estimate and subject to prior sale. If a different delivery is required, Siemens Proposal will be revised and modifications (if any) will be notified to Buyer prior to acceptance. Unless otherwise stated, Delivery dates are approximate only and are not guaranteed. This has to be reviewed if LD's are negotiated and agreed upon. Note that additional days are required to complete dress, test and oil filling. 4.2 Drawings and documents Drawings will be provided according to Section 1 "Estimated Schedule". The approved and/or marked up drawings shall be returned to SIEMENS within 15 (fifteen) calendar days from date they were sent to the Buyer. Delaying their return may result in a later delivery date, which shall not be subject to any applicable liquidated damages. Changes requested in transformer delivery dates may cause changes in the drawing submittal schedule. Drawings lead times are subject to confirmation in the event of an order. Transformer design and tools related to it will be performed at the factory location. All contractual deliverables and submittals will be in English language and all verbal and written communications will be carried out in English language. Our project management will be performed under the PM@Siemens global guidelines that guarantee a flawless project execution and it is available upon request. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 12 of 21 SIEMENS SECTION 5 DELIVERY AND SITE ASSISTANCE 5.1 Shipping and Delivery Locations Shipping and delivery location will be in accordance with Section 1 "Shipping". Seaworthy packing is included on all our transformers. The transformers will be manufactured at a Siemens plant which is certified in accordance with ISO 9001, ISO 14001 and OHSAS 18001. Siemens Transformers have set up own quality procedures and documents complying with above mentioned Standards. Different procedures and/or documents might be agreed upon. Charges may apply. In case of order we reserve the right to manufacture the offered equipment in any of our Siemens plants or Siemens joint venture plants. If final destination(s) is/are not available at the time the Proposal is prepared, prices are subject to change once we are able to obtain freight rates for exact locations. 5.2 Delivery Method 5.2.1 Partial Shipments Siemens may make partial shipments and shall select method of transportation and route, unless terms of delivery are EXW Factory and CITY OF PALO ALTO specifies the method and route and is to pay the freight costs in addition to the price. The equipment will be shipped as loose cargo. Arresters will be shipped directly from their supplier to the Buyer. 5.2.2 Transportation restrictions Unit(s) will be shipped as completely assembled as possible. Nevertheless, due to transportation restrictions, parts might be removed for shipping, such as bushings, radiators, fans, conservators, accessories and others. These parts will be shipped by truck to jobsite. Transformers will be transported oil filled or gas (nitrogen or dry air) filled. DDP Jobsite: if delivery terms of DDP jobsite are offered, delivery pricing and terms, cost or difficulty of such delivery. Seller shall be provided with free access to the Buyer's designated site assume unobstructed and suitable access to the delivery site, and that no unusual circumstances, conditions or difficulties exist on or near the delivery site (including, but not limited to, insufficient roads, impassable conditions, unstable soil, or extreme grade) that would prevent delivery to the site or increase the Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 13 of 21 SIEMENS timefor delivery and unloading of the equipment on the pad, without obstructions such as fencing, walls, structures, overhead lines, insufficiently compacted soil (necessitating matting), oil containment pits or dikes around pad, load limits due to underground facilities or soil conditions, debris, etc. The Buyer shall be responsible for payment of any additional costs resulting from circumstances, conditions or difficulties of the nature described above. 5.2.3 Offloading Unless otherwise clearly stated in Section 1 offloading from truck to pad is not included in the main price of transformer(s) and it can be offered as an option. 5.2.4 Spare Parts Spare parts are suitably packed for long term storage in well ventilated rain protected area. Storing guidelines of sub -suppliers have to be considered. 5.2.5 Oil delivery Oil will be shipped from the manufacturer to the buyer (site). 5.2.6 Delivery Inspection Siemens is providing an impact recorder to ensure the integrity of your unit during transit. Please note that the impact recorder remains the property of Siemens and must be returned (courier -collect) immediately after the unit's arrival at site. Failure to do so will result in a surcharge of $6,000 per impact recorder. A Siemens factory/field technical assistant will perform routine warranty inspection on the transformer either upon site arrival of the transformers or right before dress and test. The inspection will validate warranty and verify that no physical damage has occurred to the transformer during transit. 5.2.7 Storage This Proposal considers delivery of the unit(s) right after factory acceptance tests. If storage is needed, either at the Siemens facilities or elsewhere, Siemens reserves the right to change the terms and conditions of this Proposal. Charges will apply. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 14 of 21 SIEMENS 5.2.8 Site Assistance Unless otherwise stated in Section 1, the transformer price includes technical assistance (Required to validate warranty) after delivery pursuant to the scope below: a) A technical advisor to provide directions only during assembly and pre -startup testing at 10 hours a day, for the duration specified under Section 1; b) Travel costs such as one round trip, accommodations and rental car for the duration specified under Section 1; Any additional trips to the jobsite or any extension of this time allowance beyond Siemens' fault would be at an extra charge to Buyer, according to prices of Section 1. Tools, Arrangements and Equipment for transformer assembly as per attached list must be available locally. No further special tools are required. If Buyer chooses to subcontract a non -Siemens supplier for any of the site work, the subcontractor must follow the Siemens guidelines included in the instruction book and have prior proven experience in power transformer assembly. Note: For warranty obligations it is mandatory that the transformer has been installed by Siemens Transformers, or has been installed under the technical field assistance of an engineer approved by Siemens Transformers. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 15 of 21 SIEMENS SECTION 6 CONTRACT TERMS & CONDITIONS 6. As per City of Palo Alto Design -Build Contract and Design -Build General Conditions and related negotiations held to date. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 16 of 21 SIEMENS SECTION 7 CANCELLATION SCHEDULE t 7.1 Cancellation Schedule In case of Buyer's decision to cancel the project, Buyer will be liable to cancellation charge in accordance with the schedule below: EXW Factory delivery time of the unit(s) - In months Cancellation Stage 6 7 8 9 10 11 12 13 14 15 <_ 1 month ARO 20% 20% 15% 15% 10% 10% 10% 10% 10% 10% 2 month ARO 40% 35% 20% 20% 15% 15% 12% 10% 10% 10% 3 month ARO 60% 45% 25% 25% 20% 18% 15% 12% 10% 10% 4 month ARO 80% 60% 30% 30% 25% 20% 18% 15% 12% 10% 5 month ARO 90% 80% 70% 60% 30% 25% 20% 18% 15% 12% 6 month ARO 100% 90% 90% 90% 60% 30% 25% 20% 18% 15% 7 month ARO 100% 95% 95% 90% 60% 30% 25% 20% 18% 8 month ARO 100% 100% 95% 90% 60% 30% 25% 20% 9 month ARO 100% 100% 95% 90% 60% 30% 25% 10 month ARO 100% 100% 95% 90% 60% 30% 11 month ARO 100% 100% 95% 90% 60% 12 month ARO 100% 100% 95% 90% 13 month ARO 100% 100% 95% 14 month ARO 100% 100% 15 month ARO 100% 7.2 Clarification Notes Note 1: Percentage is related to the transformer price excluding transportation. Cancellation is not allowed after the unit has shipped; Note 2: ARO — After Receipt of Order; Note 3: Plus cost of hedging cancellation of the currency on the remaining unpaid balance, in case it applies. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 17 of 21 SIEMENS APPENDIX A SITE SERVICE SIEMENS INDUSTRY, INC. Installation of: One (1), 166.7MVA, 115kV One (1),200MVA, 115kV City of Palo Alto Colorado Power Station Transformer Palo Alto, CA 1. Scope of Work Siemens is pleased to provide personnel and equipment to assemble and oil fill your transformer. Work Scope is as follows: Assembly ■ Install bushing turrets ■ Install all bushings ■ Hang and brace radiators, pumps, and associated cooling fans if applicable ■ Mount oil preservation system and associated piping ■ Mount lightning arresters ■ Terminate associated wiring for alarm devices ■ Touch up painting of unit Oil Filling Conduct vacuum leak test Pull vacuum for a continuous 24 hours once under 1 torr. Oil fill the transformer under vacuum utilizing 0.5 micron filters. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 18 of 21 SIEMENS Testing ■ Bushing insulation power factor and capacitance ■ Winding insulation power factor and capacitance ■ Winding excitation ■ SFRA after unit has been assembled ■ Surge arrester power factor & watts loss ■ Transformer turns ratio on all tap positions ■ Current transformer ratio, polarity and excitation measurements ■ Current transformer insulation resistance ■ Insulation resistance of core, frame and reactor where applicable ■ Winding Insulation resistance ■ Winding resistance ■ Functional check of transformer control cabinet (Automation, controls & protection) ■ Oil tests after filling: (syringes, bottles and lab testing to be supplied by Siemens) Test Units Standard DGA (ppm) (ASTM D-3612) DGA Key Gas / Interpretive Method: IEEE (C57.104) Moisture in Oil (ppm) (D-1533) Interfacial Tension (dynes/cm) (D-971) Dielectric Breakdown 1 mm (kV mm -C) (D-1816) Power Factor @ 25C (%) (D-924) Power Factor @ 100C (%) (D-924) Particle Count (# / 50m1) (ACFTD / ISO 4406) Polychlorinated Biphenyl (PCB (ppm) (EPA Method 8082) 2. Schedule ■ Per the proposed, it is assumed that installation and commissioning of the transformer will be completed no later than September, 2019. ■ It is estimated that work scope will take 5 - 7 days per unit, depending upon weather conditions. ■ Schedule of service crews and personnel is subject to prior sale. 3. Clarifications to Scope of Work Unless specifically addressed in scope of work, the following assumptions have been made in preparation of our Proposal. ■ Only one mobilization for execution of scope on all units is included in this proposal. Any additional mobilizations as required to complete scope execution will be considered Extra Work and will be billed at agreed rates. ■ This proposal does not include any removal of existing transformer, others to provide free and clear access to transformer including removal of overhead structures. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 19 of 21 SIEMENS ■ Siemens will utilize the services of four (4) Siemens IBEW technicians to execute this job. Prices do not include additional labor or the requirement of local labor due to labor agreements between Customer and other entities. Additional costs will be billed at cost plus 15%. • The work will be performed in one (1) shift per day, ten (10) hours per shift, 7 days per week work schedule besides the continuous process of vacuum oil filling. Any change in this shift arrangement will result in price changes for additional overtime and inefficiencies that result from either acceleration or deceleration of the work. • 2 hours for site access/safety training are included in the price. If more time is required, it will be considered as extra work. • Siemens assumes that we will provide self -verification of completion of work scope. This proposal assumes customer will not require independent verification of Siemens completion of work. i Purchaser shall be responsible for switching, lock out, and grounding of any equipment necessary to establish safe work area. i Provide suitable, free, clear, unlimited and compacted access route, roads, areas and overhead line clearances around work location for access of service equipment. Purchaser to provide adequate (approximate area of 150 feet by 250 feet on the ground, immediately adjacent to the transformer(s) for lay -down and staging of materials and equipment during the duration of the project. Overhead line clearances and other EHS procedures and requirements will be per Siemens IMS-1910 Rev. 9 EHS manual. I■ All transformer ancillary equipment and materials for dressing out /final assembly will be delivered by Purchaser to within 500 feet of the final assembly location to allow easy and expeditious access throughout assembly process. ■ Purchaser shall provide a clean and reliable service of 480 Wye/277 VAC, 30, 60 Hz able to support 400 amps load. If required, Siemens has included an optional price adder for provision of fuel and generator to power the oil processing rig. ■ Purchaser shall disconnect and reconnect all external protection, bushing terminations, bus work, control, and relay wiring, as required. ® Not included in this scope is the connection of field circuits to the power station, external connection of bushings, or assembly of fire protection systems. • Vacuum and oil processing will be performed to the scope of work stated above and no extra provisions have been made for specific particle count, hot oil circulation, and/or cold trap processes etc in this proposal. TOTAL time included in this proposal for vacuum, oil fill and circulation is 2 days/unit. Any additional time as required due to but not limited to additional drying criteria, particle count, interfacial tension, and/or processing requirements will be considered out of scope and will be billed at agreed upon rates. • Price was calculated considering residual humidity in insulation less than 1%, the humidity of ambient air during installation lower than 75% and the ambient temperature during evacuation period higher than 10 °C. Changes on these conditions can affect processing times and would be quoted and billed as extra work. Two (2) days of hot oil circulation is included in this proposal as a line item price adder incase ambient temperature is less than 10 °C and hot oil circulation needs to be performed. Any deviations should be accounted for at the time of project execution. • Siemens will compile all crating and waste material in designated area; however, purchaser shall be responsible for disposal of solid wastes. This does NOT include breaking down or separating the packaging materials by type (wood, plastic, metal). Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 20 of 21 SIEMENS i Purchaser shall provide drum(s) and dispose of all waste, flush, and scrap oil generated in execution of work. ■ Purchaser shall provide communication and sanitation facilities. ■ No provisions have been included for secondary oil containment as may be required for compliance to local site SPCC programs. i Siemens intends to utilize its own personnel and equipment, however, if scheduling conflict occurs; Siemens reserves the right to hire subcontractors to assist with the work. ■ Stand by time: If after our personnel arrive on site, work is delayed for any reason not in control of Siemens, it will be charged additionally per appropriate equipment and personnel rates (rate sheet for personnel is attached). IN Off -site project management for execution of the scope listed above is included in this proposal. If required by Purchaser, Siemens can provide a price adder for on -site project management. Unless specifically noted, scope does not include: • Any additional or special and/or site -specific safety, PPE, or environmental requirements • Local Sales or Use tax • Any required insurance additional to Siemens insurances. Restricted Siemens Industry, Inc. 4601 Six Forks Road, Suite 500 Raleigh, NC 27609 Page 21 of 21 CITY OF City of Palo Alto (ID # 9704) PALO ALTC City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/15/2018 Summary Title: 2180 El Camino Real: New Neighborhood Market Title: Approval of a Proposed Grocery Store Related to Planning Code Ordinance Number 5069 (College Terrace Centre) Based on the Finding That the Proposed Grocery Tenant Would Likely be Comparable in Quality of Produce and Services as JJ&F as it Existed and Operated on December 7, 2009 at 2180 El Camino Real From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve the proposed grocery store tenant pursuant to Planned Community (PC) Zoning Ordinance No. 5069 (College Terrace Centre), adopted January 11, 2010, based on the finding that the proposed grocery tenant would likely be comparable in quality of products and services as the former JJ&F market as it existed and operated on December 7, 2009. Background On January 11, 2010 the City Council approved PC Ordinance 5069 for a new mixed use development at 2180 El Camino Real. The approved PC development consisted of 57,900 square feet of floor area to be developed within three new buildings over a two level below grade parking structure. The approval included 8,000 square feet for a grocery store, 5,580 square feet of other ground floor retail space, and 38,980 square feet of office space. Eight below -market -rate residential apartment units were also approved. The provision of a neighborhood grocery store on the property was one of the primary public benefits of the project. The ordinance made the grocery tenant subject to City approval, stating specifically: "The grocery tenant, if it is a party other than John Garcia (DBA JJ&F), shall be subject to the prior approval of the City of Palo Alto," City of Palo Alto Page 1 and further stating that the City's approval: "shall not be withheld unless the City reasonably finds that such proposed grocery tenant is not likely to be comparable in quality of products and service as ll&F as it existed and operated on December 7, 2009." At the time of the original project approval, it was understood that the grocery store that operated on the property at that time, JJ&F, would continue its operation in the new project once it was built. While the developer requested JJ&F to return, John Garcia, the individual that represented JJ&F, had declined to return as the grocery operator at this site. This required the then property owner to find an alternate grocery tenant that was comparable in quality of products and services as JJ&F as it existed and operated on December 7, 2009. The property owner returned to the City Council in August 2014 seeking approval of a new grocery tenant, J&A Family Market, DBA College Terrace Market. The prior staff report and detailed background information is available online: https://www.cityofpaloalto.org/civicax/filebank/documents/43337. Approval in 2014 for College Terrace Market also included a restrictive covenant that was recorded against the property and established additional terms and restrictions for the grocery use, including assignment of daily penalties after a six month grace period should the property owner fail to provide and maintain a grocery tenant in continuous operation. After nearly six months of operation, College Terrace Market early this year closed its business. Since then, a new property owner has acquired the property and the responsibility of finding a new grocery tenant. Consistent with the provisions of the restrictive covenant, the City has been assessing daily penalties, which at the time of this report, included citations totaling $181,440. The property has made timely payments for $103,040 but is also challenging those fees and seeks an appeal hearing before an independent hearing officer. Discussion Included with this report is a letter from the property owner describing the new grocery tenant owner and operation (Attachment A). As described in the local newspapers, the Khoury family, which previously purchased the JJ&F market from the Garcia family, plans to return to the subject site and operate a new market. The name of the new market was not available at the time this report was prepared but it will not be JJ&F. The property owner has submitted application to the City to make changes to the building to improve visual access into the grocery store, add directional and business identification signs and other similar enhancements that were believed, in part, to be problematic to the success of the prior grocery tenant. In accordance with the PC ordinance approving the development in 2010, the applicant seeks City of Palo Alto Page 2 Council approval for the new grocery tenant. The new tenant will use the same floor plan, fixtures and equipment that already exists on -site. There may be minor interior changes. As described in the property owner's letter, the core operation of the site will be a neighborhood - serving grocery store providing fresh produce, meats and groceries. The owner acknowledges the Khoury family's familiarity with the prior JJ&F operation and a commitment to provide a comparable quality and service. Additional seasonal items and flexibly stocked groceries and products are anticipated to respond to local customer interests. Policy Implications Should the Council find the proposed grocery tenant operator in compliance with the approved PC ordinance, it is anticipated a new market can be established within four to six weeks. Once established, daily code enforcement penalties would cease. A finding that the proposed grocery tenant is not in compliance with the PC ordinance may cause delays in the establishment of a new market and possibly jeopardize the tentative agreement between the property owner and Khoury family. Resource Impact The recommendation in this report has no significant fiscal or budgetary impacts. Timeline The property owner asserts an urgency with this approval to meet intial commitments made to the Khoury family and to stem the issuance of daily penalties being accrued for not providing a grocery store in continuous operaiton. Staff also understands from the grocery tenant's perspective that being in operation before the holiday season is important to enhance opportunities for success. If Coucnil finds the proposed grocery tenant in compliance with the PC ordinance, no further action is needed to establish the use, other than filing a Use and Occupancy permit with the building department. Environmental Review The College Terrace Center project was reviewed pursuant to the California Environmental Quality Act (CEQA) prior to its approval. The current decision regarding a specific grocery tenant would not alter the project as originally approved or analyzed, and no further review is needed. Attachments: Attachment A: Khoury Family Market Background Information and Grocery Plan_10-3-2018 (DOCK) City of Palo Alto Page 3 Date: October 3, 2018 Subject: Khoury Family Background Information and Grocery Plan Papa Joe Khoury immigrated to America from Jerusalem when he was 13 years old, in 1964, and has worked in the grocery business his entire life. Hanna Khoury, Papa Joe's father, was a butcher who immigrated to America with Joe and taught him from a young age how to buy and sell food, as well as how to run a high quality, customer oriented grocery market. Papa Joe, his children, brothers, and their children have actively been involved in the grocery business for over 50 years. In total, 18 Khoury family members have worked in the United States grocery industry and more than 40 Khoury family members work in the grocery business worldwide. Papa Joe Khoury and his children look forward to re -opening a market in College Terrace. In 2011, the Khoury family acquired JJ&F Market and operated the store on a month -to -month lease knowing that the store would eventually be demolished for redevelopment but they wanted to be ready to reopen when the new development was completed. The Khoury family was told the site would be redeveloped promptly following them commencing operations but the redevelopment stalled and they were able to operate the market until it they had to close in 2014 for redevelopment of the site. During their time operating JJ&F, the Khoury's fell in love with the customers and the location. As a result, the Khoury family appreciates the great opportunity of reopening a market in the College Terrace neighborhood and look forward to returning to the community they enjoy serving. Having previously operated a market at this location, the Khoury family is not only uniquely qualified to run a store here but they are also very familiar with the Palo Alto community and customer base. This familiarity will help them meet the needs of their customers and, in doing so, the Khoury family is confident that they will be able to match or exceed the standards and expectations that existed previously. The Khourys also know the flaws of the prior market and the site. They know there is a need for better signage identifying parking (Exhibits A and B) and they shopped at the failed market when only the temporary signs were up. The prior tenant didn't have permanent signage up when they closed the business. The Khourys know there is a need for better site identification as the location is not a natural location for a grocer and it should have been on the College Avenue side, which is where JJ&F once was. They can't change, that, but feel they need to overcome it with better differentiation 1 between the First Republic office space and the market space. Maintaining customers who shop the store weekly and having a loyal following is what will overcome the lack of strong identity and differentiation between the office space and the retail space. In addition, the windows in the market are a dark tint. It is nearly impossible to tell when the store is open because even with the lights on inside, you can't see in from the outside. Therefore, there is a request to replace the glazing for the market with clear glass so it is more visible. The Khourys plan to open in early November ahead of the holidays. They are concerned that if they are not open in early November for the holidays the will miss the season business peak and then be forced to open during the January/February downturn. The Khourys know the importance of customer service and have told stories of customers coming in asking for something they don't have. If they are a loyal customer, the Khourys would then start stocking that item to try it out in the store to appeal to their frequent customers and bring variety to the store. They have also told stories of elderly customers wanting smaller pieces of meat or only two sticks of celery, and accommodating these loyal customers as this is a core to their business and what they believe in. The re -opened marked will feature fresh, organic, farm fresh fruits and vegetables along with a variety of other options including traditional groceries and hot and cold prepared food. Customers will have the option to buy all of the ingredients necessary for a salad or buy a prepared salad that is ready -to -go. The market will have a deli that serves sliced turkey and ham and a butcher that provide fresh cuts of beef. Seafood will also be available with such traditional selections as salmon and shellfish along with a variety of international food options to serve the diverse Palo Alto community. Fresh flowers and plants will be available for purchase to round out a meal or celebrate a special occasion in addition to seasonal merchandise, such as pumpkins. Beer and wine will also be available for sale pending a permit from California Alcohol Beverage Control (ABC). Papa Joe Khoury and his sons have extensive experience running markets and grocery stores is the Bay Area. Currently, they own and operate Park Plaza Fine Foods in San Francisco. From 1979 to 2016, Papa 2 Joe Khoury and his family ran Pohley's Market in Windsor. In 2013, Mark Khoury bought a struggling market in Half Moon Bay and within a year had increased monthly sales by 300% before selling it to his cousin. In addition to grocery stores, the Khoury family has also owned and operated numerous Bay Area restaurants in cities such as San Francisco and Oakland. Currently, the Khoury family owns and operates Courthouse 2021 in Redwood City, a restaurant that specializes in steaks and farm fresh American cuisine. At this time, Papa Joe and his five sons — Mark, Chris, Ronnie, Johnny, and Issa — all plan to work at the store along with a number of other family members who plan to work there on a more limited basis. They will also be hiring the for the following positions: dedicated butcher, produce manager, grocery manager, deli manager, and wine sommelier. The market will also feature a custom onsite menu prepared by Daniel Sanchez, formerly of the renowned Greek restaurant Evvia Estiatorio in downtown Palo Alto. Having both previously operated at this site before the redevelopment and observed the operational issues encountered at this site after the redevelopment, the Khoury family, in conjunction with the property owner, is taking a number of additional steps to ensure there is a successful business at this location. First, a greater emphasis on the outdoor components of the store will occur to create a more welcoming environment such as improved patio seating along with outdoor produce and flower displays. Second, once customers enter the store, the Khoury family will utilize a store layout that is close to the floor plan below (Exhibit C) although there will be a few changes such as a relocation of the coffee bar. The Khoury family looks forward to re -opening its doors and to once again serve the College Terrace neighborhood as well as the greater Palo Alto community and beyond. 3 Exhibit A 2098 CA -82 Palo Alto, California Google, Inc. - Street View - Dec 2017 4 6 CITY OF PALO ALTO City of Palo Alto (ID # 9689) City Council Staff Report Report Type: Action Items Meeting Date: 10/15/2018 Summary Title: Execution and Delivery of California Avenue Parking Garage Bonds Certificates of Participation Title: Adoption of a Resolution Authorizing the Delivery and Sale of Certificates of Participation (COPs) in a Principal Amount Not to Exceed $50 Million to Finance the Construction of the California Avenue Parking Garage; Declaring the Intention to Reimburse Expenditures Related to the California Avenue Parking Garage from Proceeds of the COPs; Approving, Authorizing and Directing the Execution of Certain Lease Financing Documents; Approving a Preliminary Official Statement; and Authorizing and Directing Certain Related Actions From: City Manager Lead Department: Administrative Services Recommendation 1. Staff recommends that the City Council: a. Adopt a Resolution Approving, Authorizing, and Directing Execution of Certain Lease Financing Documents, Approving a Preliminary Official Statement, Declaring the Intention to Reimburse Expenditures, and Authorizing and Directing Certain Actions with Respect Thereto. b. Authorize execution and delivery of one or more series of Certificates of Participation (COPs) in an amount not to exceed $50 million to finance the California Avenue Parking Garage construction. 2. Staff recommends that the Council, acting as the Board of Directors of the Palo Alto Public Improvement Corporation (Corporation): a. Adopt a Resolution Approving, Authorizing, and Directing Execution of Certain Lease Financing Documents and Authorizing and Directing Certain Actions with Respect Thereto. City of Palo Alto Page 1 Immediately after Council's consideration of Item 1, Council will temporarily adjourn and convene a meeting of the Corporation to hear Item 2. Thereafter, the regular Council meeting will continue. Background The California Avenue Parking Garage is part of the City Council Infrastructure Plan. Construction of the garage is a key step in the delivery of a new Public Safety Building (PSB). The PSB will be built on the adjacent property at 250 Sherman Avenue that currently provides approximately 150 public parking stalls. The proposed parking garage, at 350 Sherman Avenue, will be located on the City's existing surface Parking Lot C-7 (see following map). The parking garage will be four levels above grade and two stories below grade, with 636 public parking spaces serving the needs of the California Avenue business district. The new garage will replace existing stalls at the two locations and provide approximately 310 new parking stalls to the California Avenue business district. The parking structure will fill its site to nearly the property lines and utilize strategies such as a signature exterior grand staircase and landscaped setback (on Birch Street), a widened sidewalk (on Ash Street), and a partial -block pedestrian arcade leading to a mid -block paseo (on Jacaranda Lane) to provide appropriately scaled site amenities. Construction will involve a cut-off wall to limit groundwater impact, cast -in -place post -tensioned structural concrete, and provisions for an integrated solar canopy. The height of the California Avenue Parking Garage will be approximately 49'-0" above sidewalk level to the top of roof -mounted photovoltaic (PV) panels. As a public -serving amenity, the garage's key design imperatives include ease of wayfinding, generosity toward the pedestrian environment, and a perimeter skin that offers an appropriate visual character when viewed by its neighbors City of Palo Alto Page 2 IMPROVED QUALITY Of ALLEY fOR BOTH PEDESTRIAN ACTIVITY AND SERVICES e CON I INUOUS , FABRIC SCREENS BUILDING MASS • MID BLOCK • ALLEY .0 m OW v2 • MID -BLOCK ALLEY PURL IC ALLEY VULNERABILITY PARK IS BICYCLE BOULEVARD • BUILD•OUIS POSSIBLE 4i 0RNIA ••• i 1 AfYTY (A rO CALT• �EH CONTINUOUS'Iy`II, N _ FABRIC SCREENSj` /I BUILOING MASS ' • • • • • • • SS•STAfFi' \ • • • • • /a 1 PARKING LCI�♦ PUBLIC GARAGE ' *u NTIog� P56 WIDEN 0-1 ������IR■��I NEW MULTISTORY OFFICE BUILDING 1 LOCATION ■ a RES DENTIN ASH STREET PROXIMITY HAS BEEN HEIGH T PARTIALLY REDUCTION WIDENED .RANI 71 BIRCH STREET IS GATEWAY WHEN ARRIVING FROM PAGE MILL ROAD NO TREES CAN LIE SAVEDWITN FUEL LOT SUBTERRANEAN DEVELOPMENT V W 3 D1 ♦. 2 O >v mp V= i i Z W O 2 O 1 oW z _€ p63 I__ " i 2 1 i<u Te 11v HIGH PEDESIRAIN AND VEHICULAR USE APPROPRIATE FOR CIVIC BUILDING STRONG CIVIC PRESENCE FROM SOUTHEAST CONVENIENT ARTERUL ACCESS Discussion 1) California Avenue Parking Garage Council approval is required to sell an amount not to exceed $50 million in COPs through a competitive sale process in November/December 2018. Staff is recommending the Council delegate to the City Manager the final determination on the mix of tax-exempt COPs or taxable securities. The execution and delivery of a single series of tax-exempt COPs (where the interest with respect to the COPs when received by investors would not be subject to federal income taxation) would require that the facility remain for public use during the term of the debt. Although taxable securities (where the interest received by investors is included in the gross income for federal tax law purposes) impose a greater borrowing cost on the City, they would also offer greater operational flexibility for the California Avenue Parking Garage. Staff is evaluating the costs and benefits of issuing a portion of the COPs as taxable securities to allow the flexibility, over the next 30 year, for private use of a portion of the garage (e.g. leasing a floor of the garage). If Council adopts the resolution, staff will work with the City Manager who will be authorized to determine whether it is in the City's best interests to finance a portion of the California Avenue Parking Garage project on a taxable basis. To minimize interest expense, staff delivered a rating presentation to Standard and Poor's (S&P) on September 17th. City staff, along with the City's bond counsel and financial advisor, participated in the presentation. Information such as the City's economic overview, the General Fund (GF) financial standing, the ability to pay the debt service, and the California Avenue Parking Garage project were discussed. I'm glad to report S&P gave the highest possible rating for COP bonds; AA+. The high rating from S&P represents their opinion that the COPs will be a City of Palo Alto Page 3 safe issue for investors and will produce lower interest costs for the City. The bond interest rates and costs cited in this report are based on this rating. Because municipal COPs are commonly used investment vehicles in the financial community and is the COPs are expected to be highly rated (AA+ by Standard and Poor's), the City's municipal advisor recommends a competitive sale to optimize the chances of a successful sale at the lowest cost to the City. The COPs will be offered at a competitive sale around November/December 2018. A competitive sale means that underwriters or investment banking firms will be asked to bid on the COPs at a particular time and day. The bidding process is designed to achieve the lowest interest cost for the City and to maintain an open process. Proceeds from the sale will be delivered to the City in early or mid -December. As in prior COP issues, the City will contract with a trustee, in this case U.S. Bank National Association (Trustee) to make debt service payments and hold all the COP proceeds in the required funds. 2) Financing Structure and Related Documents COPs are certificates that represent the right of investors to receive a share of a stream of future lease payments to be made by the City. The City's lease payments can be made from any available source of funds (e.g. property and sales tax revenues, etc.). The financing structure will involve the following: a. The City will initially lease an asset, most likely the Rinconada Library during the California Avenue Parking Garage construction period and, upon completion of the garage, the newly built California Avenue Parking Garage (Leased Property), to a lease counterparty (the Palo Alto Public Improvement Corporation) under a Property Lease (Attachment A-1). The City established the Palo Alto Public Improvement Corporation (Corporation) as a separate legal entity in 1983 to help the City with COPs. Members of the City Council are the Board members of the Corporation. b. Under a Lease Agreement (Attachment A-2), the Corporation will lease the Leased Property back to the City. The City will agree to make lease payments to the Corporation for use and occupancy of the Leased Property. c. The Corporation will assign certain of its rights under the Lease Agreement to the Trustee, pursuant to an Assignment Agreement (Attachment B-1). The assigned rights include the right to collect lease payments from the City and to enforce payment of the City's lease payments. d. Pursuant to a Trust Agreement among the City, the Corporation and the Trustee (Attachment A-3), the Trustee will execute and deliver the COPs, which represent the right to receive a portion of the City's lease payments. In this agreement, the Trustee is instructed to deposit the proceeds of the COPs into separate funds for construction of the parking garage and it will also establish a fund for the City's lease payments. City of Palo Alto Page 4 e. The City will issue an official notice of sale to the investment community soliciting bids to purchase the COPs (Attachment A-4). The sale proceeds of the COPs will be used to construct the California Avenue Parking Garage and pay issuance costs and capitalized interest during the California Avenue Parking Garage construction period. f. To market the COPs, the City's disclosure counsel has prepared a Preliminary Official Statement (POS) and the City's municipal advisor will distribute the POS to potential investors (Attachment A-5). The POS is the offering document for municipal securities, in preliminary form, which does not contain pricing information. The POS discloses the security for the COPs and describes the financial condition of the City's general fund. After the COPs have been sold to the underwriter, the City will prepare a final Official Statement, which should be identical to the POS except that it will include the final pricing information about the COPs, including principal amount, interest rate, and prepayment terms. The distribution of the POS by the City is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the POS to include all facts that would be material to an investor in the COPS. Material information is information that there is a substantial likelihood would have actual significance in the deliberations of the reasonable investor when deciding whether to buy or sell the COPS. If the Council concludes that the POS includes all facts that would be material to an investor in the Obligations, it must adopt a resolution that authorizes staff to execute a certificate to the effect that the Preliminary Official Statement has been "deemed final." The Securities and Exchange Commission (the "SEC"), the agency with regulatory authority over the City's compliance with the federal securities laws, has issued guidance as to the duties of the Council with respect to its approval of the POS. In its "Report of Investigation in the Matter of County of Orange, California as it Relates to the Conduct of the Members of the Board of Supervisors" (Release No. 36761 / January 24, 1996) (the "Release"), the SEC stated that, if a member of the Council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in the COPs, whether relating to their repayment, tax-exempt status (if applicable), undisclosed conflicts of interest with interested parties, or otherwise, they should endeavor to discover whether such facts are adequately disclosed in the POS. In the Release, the SEC stated that the steps that a member of the Council could take include becoming familiar with the POS and questioning staff and consultants about the disclosure of such facts. Appendix G to the POS is the Continuing Disclosure Certificate, under which the City will agree to provide certain financial and operating data of the type included in the POS to owners of the COPs on an annual basis, and information about certain enumerated events when they occur. City of Palo Alto Page 5 3) Approval of Documents Staff from the Administrative Services and Public Works Departments and the City Attorney's Office has worked with the City's municipal financial advisor (PFM), bond counsel (Jones Hall) and disclosure counsel (Quint & Thimmig, LLP) to structure the financing and draft the financing documents attached to this staff report. The following documents need the Council's approval before the COPs can be sold by a competitive sale in November/December 2018. The documents below are grouped according to actions that the City Council must approve, and those that the City Council acting as the Board of Directors of the Corporation must approve. City Council Approval: Resolution Approving, Authorizing and Directing Execution of Certain Lease Financing Documents, Approving a Preliminary Official Statement, Declaring the Intention to Reimburse Expenditures, and Authorizing and Directing Certain Actions with Respect Thereto (Attachment A). The resolution authorizes the Mayor, City Manager, the Administrative Services Director/Chief Financial Officer or their designee to sign and execute various documents, and to make any changes to those documents that are minor in nature. Council is also approving as to form the POS containing information material to the offering and sale of the COPS. The documents staff will sign with Council's approval are: • Property Lease (Attachment A-1) • Lease Agreement (Attachment A-2) • Trust Agreement (Attachment A-3) • Notice of Sale (Attachment A-4) • Preliminary Official Statement (POS) (Attachment A-5) Approval by the City Council Acting as Board of Directors of the Public Improvement Corporation: Resolution Approving, Authorizing, and Directing Execution of Certain Lease Financing Documents, and Authorizing and Directing Certain Actions with Respect Thereto (Attachment B) • Assignment Agreement (Attachment B-1) • Property Lease (Attachment A-1) • Lease Agreement (Attachment A-2) • Trust Agreement (Attachment A-3) City of Palo Alto Page 6 Timeline (2018) September 17th Standard and Poor's (S&P) Rating Presentation Week of October 1st Receive S&P's Rating Week of November 26th Final Official Statement Printed and Posted Week of December 3rd Bond Pricing Week of December 10th or 17th Closing Resource Impact Precise project costs will not be known until the results of a request for proposals are received for the California Avenue Parking Garage construction costs. Precise debt service payments will not be known until competitive bids are received from the underwriting. Based on the City Engineer's estimate of construction costs, the COPs are expected to finance approximately $39.5 million of the California Avenue Parking Garage project costs. Assuming a 30 year amortization period, a tax-exempt bond issuance, an estimated True Interest Cost (TIC) of 3.8 percent, and $42.63 million in total bond proceeds, the estimated average annual lease/debt service payment is around $2.417 million. An alternative that is being evaluated is to issue 75 percent tax-exempt bonds and 25 percent taxable bonds. This, for example, will give the City the flexibility, in the future, to lease a floor of the garage to a private entity. Under this scenario, an estimated True Interest Cost (TIC) of 4.0 percent, and with a similar total bond proceeds ($42.63 million) and an estimated average annual lease/debt service payment is around $2.454 million. This will result in annual additional debt service payment of $37 thousand or $1.1 million over the 30 year life of the bonds. Beside the additional interest cost in issuing a mix of tax-exempt and taxable bonds, other issues such as the salability of taxable municipal bonds with a competitive sale and getting the minimum of three bids that is required will be evaluated. For the latter, a new tax rule that went into effect on June 7, 2017, requires the issuer receives at least three bids for the bonds from reasonably competitive bidders. Issuance costs (underwriter's fees, bond and disclosure counsel fees, municipal advisory fees, rating agency fees, etc.) will be paid through the sale of the COPs, in much the same way that closing costs are paid in a home sale escrow process. The estimated tax-exempt bond issuance cost is $410,485 (cost breakdown is shown in Attachment C). For a mix bond issuance, the issuance cost will be a few thousand more. In addition, $2.7 million in capitalized interest costs will be also be bond financed. Policy Implications This report is consistent with prior policy direction received from the Council. Environmental Review An Environmental Impact Report for the parking structure was prepared as part of the Public Safety Building Project and was certified by Council on June 11, 2018 (ID # 8967), by adoption of Resolution No. 9772. City of Palo Alto Page 7 Attachments: • Attachment A: City Resolution Approving, Authorizing & Directing Execution of Certain Lease Financing Documents • Attachment A-1: Property Lease • Attachment A-2: Lease Agreement • Attachment A-3: Trust Agreement • Attachment A-4: Notice of Sale • Attachment A-5: Preliminary Official Statement (POS) including the Continuing Disclosure Certificate • Attachment B: Public Impvt Corporation Resolution Approving, Authorizing & Directing Execution of Certain Lease Refinancing Documents • Attachment B-1: Assignment Agreement • Attachment C: Cost of Issuance City of Palo Alto Page 8 Attachment A RESOLUTION NO. A RESOLUTION OF THE CITY OF PALO ALTO APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING A PRELIMINARY OFFICIAL STATEMENT, DECLARING THE INTENTION TO REIMBURSE EXPENDITURES, AND AUTHORIZING AND DIRECTING CERTAIN RELATED ACTIONS WHEREAS, the City desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue (the "California Avenue Parking Garage"); WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"); WHEREAS, staff has recommended that the City cause the Certificates to be executed and delivered in a single series the interest on which would be exempt from taxation under federal tax law; however, in order to ensure that the financing is ultimately structured in the most cost-effective manner, the City Council wishes to delegate to the City Manager or a designee appointed by any such officer (e.g. Administrative Services Director) the final determination of whether it is desirable and in the City's best interest to have the City cause to be executed and delivered a second series of certificates of participation the interest on which would be subject to taxation under federal tax law; WHEREAS, the City further proposes to lease a City asset, initially the Rinconada Library, located at 1213 Newell Road (or another property identified by staff) (the "Leased Property"), to the Palo Alto Public Improvement Corporation, a nonprofit public benefit corporation duly formed, organized, operating and acting pursuant to the laws of the State of California (the "Corporation"), under a Property Lease by and between the City, as lessor, and the Corporation, as lessee (the "Property Lease"), and to cause the Corporation to lease the Leased Property back to the City under a Lease Agreement, by and between the City, as lessee, and the Corporation, as lessor (the "Lease Agreement"), in consideration of the payment by the City of semi-annual lease payments (the "Lease Payments"); WHEREAS, as described in the Property Lease and the Lease Agreement, upon the construction and the substantial readiness of the California Avenue Parking Garage for use and occupancy by the City, as shall be evidenced by a certificate of completion delivered by the City, the California Avenue Parking Garage will be the Leased Property subject to the Property Lease and the Lease Agreement, and the Rinconada Library will be released; WHEREAS, the City further proposes to cause the Corporation to assign its right to receive the Lease Payments to U.S. Bank National Association, as trustee (the "Trustee"), under an Assignment Agreement (the "Assignment Agreement"), by and between the Corporation and the Trustee, and in consideration of such assignment the Trustee has agreed to execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in the Lease Payments, in accordance with a Trust Agreement to be executed by and among the Trustee, the City and the Corporation (the "Trust Agreement"); WHEREAS, pursuant to the City's authorization, Quint & Thimmig LLP, as disclosure counsel to the City, has prepared and presented to the City a form of preliminary official statement containing information material to the offering and sale of the Certificates (the "Preliminary Official Statement"); WHEREAS, the documents described below have been filed with the City, the members of the City Council, with the aid of its staff, have reviewed said documents, and it is in the public interest and for the public benefit that the City authorize and direct execution of such documents; WHEREAS, United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt obligations are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such obligations unless certain procedures are followed, one of which is a requirement that prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure; WHEREAS, it is in the public interest and for the public benefit that the City declares its official intent to reimburse expenditures related to the acquisition and construction of the California Avenue Parking Garage; and WHEREAS, pursuant to Government Code Section 5852.1, which became effective on January 1, 2018 by the enactment of Senate Bill 450, certain information relating to the Certificates is set forth in Appendix A attached to this Resolution, and such information is hereby disclosed and made public. NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE, as follows: 1. The below -enumerated documents be and are hereby approved, and the Mayor, the City Manager, the Administrative Services Director or a designee appointed by any such officer (in each case, an "Authorized Officer") are hereby separately authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such Authorized Officer's signature: (a) the Property Lease, relating to the lease of the Leased Property by the City to the Corporation, by and between the City, as lessor, and the Corporation, as lessee; (b) the Lease Agreement, relating to the lease of the Leased Property by the Corporation back to the City, between the Corporation, as lessor, and the City, as lessee; (c) the Trust Agreement, by and among the Corporation, the City and the Trustee, relating to the execution and delivery of the Certificates, evidencing the fractional interests of the owners thereof in the Lease Payments to be made by the City under the Lease Agreement; and (d) a continuing disclosure certificate under which the City will agree to provide certain information on a continuing basis. 2. The Council hereby authorizes the execution and delivery of the Certificates for the purpose of providing funds to finance the acquisition and construction of the California Avenue -2- Parking Garage. The aggregate principal amount of the Certificates shall not exceed $50,000,000, the true interest cost of the Certificates may not exceed 5.0% and the Underwriter's discount may not exceed 1.5% of the principal amount of the Certificates. 3. The City Manager or a designee appointed by any such officer (e.g. Administrative Services Director) is hereby authorized and directed to determine whether it is desirable and in the City's best interest for the City to cause to be executed and delivered a second series of certificates of participation the interest on which would be subject to taxation under federal tax law to finance all or a portion of the California Avenue Parking Garage, either in lieu of or in addition to the tax-exempt series. If the City Manager or a designee appointed by any such officer determines that a second series should be executed and delivered, all references to the Certificates in this resolution shall refer to both series and the City Council hereby authorizes any necessary changes to the documents approved by this Resolution to reflect such second series. 4. The Council hereby authorizes and directs the competitive public sale of the Certificates. The Certificates shall be sold in accordance with the Official Notice of Sale in substantially the form on file with the City, together with any changes therein or additions thereto deemed advisable by an Authorized Officer. The Authorized Officers are hereby authorized and directed to accept the best bid for the sale of the Certificates, as determined in accordance with the Notice of Sale. Pursuant to Section 53692 of the Government Code, Jones Hall, as bond counsel, is hereby authorized and directed to cause a Notice of Intention, in form and substance acceptable to said firm, to be published in the manner required by applicable law. 5. Each Authorized Officer, the City Clerk and all other officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the lease financing and refinancing herein authorized, and to revise the identity of the initial Leased Property as necessary in order to accomplish the purposes of this Resolution. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. 6. The City hereby approves the Preliminary Official Statement describing the Certificates, in the form on file with the Director of Administrative Services. The City's municipal advisor, PFM Financial Advisors LLC, is hereby authorized to distribute the Preliminary Official Statement in connection with the sale of the Certificates. An Authorized Officer is hereby authorized and directed to (a) execute and deliver a certificate deeming the Preliminary Official Statement to be final as of its date within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 and (b) approve any changes in or additions to cause such Preliminary Official Statement to be put in final form. 7. The Authorized Officers are separately authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to conform with facts material to the Certificates, or to the proceedings of the City. 8. The Final Official Statement, when prepared, is approved for distribution by the purchaser of the Certificates in connection with the offering and sale of the Certificates. -3- 9. The City hereby declares that it reasonably expects (i) to pay certain costs of acquiring and constructing the California Avenue Parking Garage prior to the date of execution and delivery of the Certificates, and (ii) to use a portion of the proceeds of the Certificates for reimbursement of expenditures related to the acquisition and construction of the California Avenue Parking Garage that are paid before the date of execution and delivery of the Certificates. 10. The Mayor, the City Manager and the Administrative Services Director are separately authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement") and to execute said Final Official Statement, dated as of the date of the sale of the Certificates, and the City Manager and Administrative Services Director are separately authorized and directed to execute a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates, contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Mayor, the City Manager or the Administrative Services Director shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. 11. The City hereby approves the selection of Jones Hall, A Professional Law Corporation, as bond counsel, Quint & Thimmig LLP, as disclosure counsel, and PFM Financial Advisors LLC, as financial advisor. Each Authorized Officer and other appropriate officials of the City are authorized to execute a professional services agreement with such firms in connection with the proposed financing, and the execution of such agreements on behalf of the City shall be conclusive evidence of such approval. 12. This resolution shall take effect immediately upon its adoption. -4- INTRODUCED AND PASSED: October 15, 2018 AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: Jones Hall, A Professional Law Corporation By: Christopher K. Lynch, Jones Hall, A Professional Law Corporation Bond Counsel City Manager Director of Public Works Director of Administrative Services City Attorney APPENDIX A Government Code Section 5852.1 Disclosure The following information consists of estimates that have been provided by the City's municipal advisor which has been represented by such party to have been provided in good faith: (A) True Interest Cost of the Certificates: All Tax -Exempt - 3.8354% and 75% Tax -Exempt and 25% Taxable - 3.9698% (B) Finance Charge of the Certificates (Sum of all fees/charges paid to third parties): All Tax - Exempt - $410,485 and 75% Tax -Exempt and 25% Taxable - $417,385 (C) Net Proceeds to be Received (net of finance charges, reserves and capitalized interest, if any): $39,500,000.00 (D) Total Payment Amount Through Maturity: All Tax -Exempt - $72,441,083 and 75% Tax - Exempt and 25% Taxable -$73,548,855 The foregoing estimates constitute good faith estimates only. They assume either one series of tax-exempt bonds or two series of Certificates are sold, one tax-exempt (75% of the principal amount) and one taxable (25% of the principal amount). The principal amount of the Certificates, the true interest cost of the Certificates, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Certificates being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Certificates sold being different from the estimated amount used for purposes of such estimates, (c) the actual amortization of the Certificates being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Certificates being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City's financing plan (including the mix of tax- exempt and taxable Certificates), or a combination of such factors. The actual date of sale of the Certificates and the actual principal amount of Certificates sold will be determined by the City based on the timing of the need for proceeds of the Certificates and other factors. The actual interest rates borne by the Certificates will depend on market interest rates at the time of sale thereof. The actual amortization of the Certificates will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City. Attachment A-1 RECORDING REQUES I ED BY, AND WHEN RECORDED, RETURN TO: Christopher K. Lynch, Esq. Jones Hall, A Professional Law Corporation 475 Sansome Street, Suite 1700 San Francisco, California 94111 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. PROPERTY LEASE Dated as of [ 1 1, 2018 by and between the CITY OF PALO ALTO, as Lessor and the PALO ALTO PUBLIC IMPROVEMENT CORPORATION, as Lessee TABLE OF CONTENTS PROPERTY LEASE ARTICLE I: DEFINITIONS AND RULES OF CONSTRUCTION: Section 1.01. Definitions. 2 Section 1.02. Article and Section Headings. 2 Section 1.03. References to Agreement. 2 Section 1.04. Number and Gender 3 ARTICLE II: REPRESENTATIONS, COVENANTS AND WARRANTIES: Section 2.01. Representations, Covenants and Warranties of the City. 4 Section 2.02. Representations, Covenants and Warranties of Corporation. 4 ARTICLE III: 'AGREEMENT TO LEASE; TERM OF': 'PROPERTY LEASE; PROPERTY LEASE PAYMENT': Section 3.01. Lease. 6 Section 3.02. Term. 6 Section 3.03. Property Lease Payment. 6 Section 3.04. Title. 6 Section 3.05. No Merger. 6 Section 3.06. Substitution of Leased Property 6 ARTICLE IV: 'EMINENT DOMAIN; NET PROCEEDS': Section 4.01. Eminent Domain. 8 Section 4.02. Application of Net Proceeds. 8 ARTICLE V: MISCELLANEOUS: Section 5.01. Liens. 9 Section 5.02. Assignment and Subleasing by the Corporation. 9 Section 5.03. Amendment. 9 Section 5.04. Notices. 9 Section 5.05. Binding Effect. 9 Section 5.06. Severability 10 Section 5.07. Further Assurances and Corrective Instruments 10 Section 5.08. Execution in Counterparts. 10 Section 5.09. Applicable Law 10 Section 5.10. Corporation and City Representatives 10 Section 5.11. Captions 10 EXHIBIT A DESCRIPTION OF LEASED PROPERTY A-1 PROPERTY LEASE THIS PROPERTY LEASE, dated for convenience as of [ ] 1, 2018, by and between the CITY OF PALO ALTO, a chartered municipal corporation duly organized and existing under the Constitution and laws of the State of California, as lessor (the "City"), and the PALO ALTO PUBLIC IMPROVEMENT CORPORATION, a nonprofit public benefit corporation duly formed, organized and acting pursuant to the laws of the State of California (the "Corporation"), as lessee; and WITNESSETH: WHEREAS, the City desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue (the "California Avenue Parking Garage"); WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"); WHEREAS, the City shall lease a City asset, initially the Rinconada Library, as more particularly described in Exhibit A hereto (the "Leased Property") to the Corporation pursuant to this Property Lease, and the Corporation shall lease the Leased Property back to the City pursuant to a lease agreement by and between the City, as lessee, and the Corporation, as lessor (the "Lease Agreement") which is recorded concurrently herewith, in consideration of the payment by the City of semi-annual Lease Payments (as defined in the Lease Agreement); and WHEREAS, the Corporation has assigned its right to receive such Lease Payments to U.S. Bank National Association, as trustee (the "Trustee"), pursuant to an Assignment Agreement, dated as of [ ] 1, 2018, by and between the Corporation and the Trustee (the "Assignment Agreement") which is recorded concurrently herewith, and in consideration of such assignment the Trustee will execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in such Lease Payments, in accordance with a Trust Agreement, dated as of [ 1 1, 2018, by and among the City, the Corporation and the Trustee (the "Trust Agreement"). NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions. All terms specifically defined in the Trust Agreement dated as of [ ] 1, 2018 by and among U.S. Bank National Association, as trustee, the Corporation and the City (the "Trust Agreement") shall have the same respective meanings when used herein. In addition, the following terms defined in this Section 1.01 shall have the respective meanings herein set forth when used herein. "California Avenue Parking Garage" means the parking garage to be located at 350 Sherman Avenue. "Lease Agreement" means the Lease Agreement, dated as of [ ] 1, 2018, and recorded concurrently herewith, by and between the Corporation as lessor and the City as lessee, together with any duly authorized and executed amendments thereto. "Leased Property" means certain real property, as more particularly described in Exhibit A hereto. "Permitted Encumbrances" means, as of any particular time: (i) liens for general ad valorem taxes and assessments, if any, not then delinquent; (ii) the Assignment Agreement; (iii) this Property Lease and the Lease Agreement; (iv) the Trust Agreement; (v) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (vi) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date on which the Certificates are delivered to the purchasers thereof; and (vii) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the date of recordation of this Property Lease and to which the Corporation and the City consent in writing. "Property Lease" means this Property Lease, together with any duly authorized and executed amendments hereto. "Property Lease Payment" means the payment required to be paid by the Corporation on the Closing Date pursuant to Section 3.03. Section 1.02. Article and Section Headings. Unless otherwise specified, references to Articles, Sections, and other subdivisions of this Property Lease are to be designated Articles, Sections, and other subdivisions of this Property Lease as originally executed. The headings or titles of the several articles and sections, and the table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof. Section 1.03. References to Agreement. The words "hereof" "herein" "hereunder", and words of similar import refer to this Property Lease as a whole. -2- Section 1.04. Number and Gender. The singular form of any word used herein, including terms defined as provided in Section 1.01, shall include the plural, and vice versa. The use of a word of any gender shall include all genders. -3- ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.01. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Corporation as follows: (a) Due Organization and Existence. The City is a chartered municipal corporation duly organized and existing under the Constitution and laws of the State. (b) Authorization. The laws of the State authorize the City to enter into this Property Lease and to enter into the transactions contemplated by and to carry out its obligations under this Property Lease, and the City has duly authorized and executed this Property Lease. (c) No Violations. Neither the execution and delivery of this Property Lease nor the fulfillment of or compliance with the terms and conditions hereof nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrances whatsoever upon any of the property or assets of the City, or upon the Leased Property, except Permitted Encumbrances. Section 2.02. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants to the City as follows: (a) Due Organization and Existence. The Corporation is a nonprofit public benefit corporation duly formed, operating and existing under the laws of the State; has power to enter into the Property Lease; is possessed of full power to sublease real and personal property; and has duly authorized the execution and delivery of this Property Lease. (b) Authorization. The laws of the State authorize the Corporation to enter into this Property Lease and to enter into the transactions contemplated by and to carry out its obligations under this Property Lease, and the Corporation has duly authorized and executed this Property Lease. (c) No Violations. Neither the execution and delivery of this Property Lease nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Corporation, or upon the Leased Property, except Permitted Encumbrances. -4- -5- ARTICLE III AGREEMENT TO LEASE; TERM OF PROPERTY LEASE; PROPERTY LEASE PAYMENT Section 3.01. Lease. The City hereby leases the Leased Property to the Corporation, and the Corporation hereby leases the Leased Property from the City, upon the terms and conditions set forth in this Property Lease. Section 3.02. Term. The term of this Property Lease shall commence on the Closing Date and shall end on November 1, 20[48], unless such term is extended as hereinafter provided. If on November 1, 20[48], the Trust Agreement shall not be discharged by its terms, then the Term of this Property Lease shall be extended until the Trust Agreement shall be discharged by its terms (but in no event beyond November 1, 20[58]). If prior to November 1, 20[48], the Trust Agreement shall be discharged by its terms, the Term of this Property Lease shall thereupon end. Section 3.03. Property Lease Payment. The Corporation hereby agrees to pay to the City, as rental for the use and occupancy of the Leased Property during the term of this Property Lease, the amount of $[ ] which shall be due and payable on the Closing Date, and which shall be deemed to have been paid when the proceeds of the Certificates are deposited with the Trustee. No further amounts shall be due and payable by the Corporation to the City under this Property Lease. Section 3.04. Title. Title to the Leased Property shall reside in the City, and during the term of this Property Lease, the City shall hold title to the Leased Property and any and all additions which comprise fixtures, repairs, replacements or modifications to the Leased Property, including those fixtures, repairs, replacements or modifications which are added to the Leased Property by the City at its own expense and which may be removed without damaging the Leased Property and including any items added to the Leased Property by the City pursuant to Section 5.8 of the Lease Agreement. Section 3.05. No Merger. It is the express intention of the parties hereto that this Property Lease and the obligations of the parties hereunder shall be and remain separate and distinct from the Lease Agreement and the obligations of the parties thereunder, and that during the term of the Lease Agreement no merger of title or interest occur or be deemed to occur as a result of the position of the City as lessee under the Lease Agreement and as lessor under this Property Lease, or the position of the Corporation as lessee under this Property Lease. Section 3.06. Substitution of Leased Property. As set forth in Section 3.5 of the Lease Agreement, upon Final Completion (as defined in the Lease Agreement) of the California Avenue Parking Garage, the City shall have the absolute right to make the California Avenue Parking Garage and its related site, as described in Exhibit A hereto, the Leased Property subject to this Property Lease and the Lease Agreement, and to release the Rinconada Library from this Property Lease and the Lease Agreement. The City shall effectuate such release by (1) certifying, in a certificate of completion provided to the Trustee, that the Final Completion of the California Avenue Parking Garage has occurred and (2) causing a Notice of Substitution -6- and Release of Leased Property, substantially in the form attached as Exhibit D to the Lease Agreement, to be recorded in the real property records of Santa Clara County. Subsequent to the execution and recordation of such Notice of Substitution and Release of Leased Property, subject to any future authorized substitution or release of the Leased Property pursuant to Section 3.5 and 3.6 of the Lease Agreement, references to the Leased Property herein shall be deemed to refer to the California Avenue Parking Garage and the related site and shall not be deemed to refer to the Rinconada Library so released. -7- ARTICLE IV EMINENT DOMAIN; NET PROCEEDS Section 4.01. Eminent Domain. If all of the Leased Property shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the term of this Property Lease shall cease as of the day possession shall be so taken. If less than all of the Leased Property shall be taken permanently, or if all of the Leased Property or any part thereof shall be taken temporarily, under the power of eminent domain, this Property Lease shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary. Section 4.02. Application of Net Proceeds. The Net Proceeds of any insurance award resulting from any damage to or destruction of the Leased Property or any improvements thereon by fire or other casualty, and the Net Proceeds of any eminent domain award resulting from any event described in Section 4.01 hereof, shall be applied as set forth in Section 6.2 of the Lease Agreement. All such Net Proceeds shall be paid to the City or the Trustee as their interests may appear under the Lease Agreement, and the Corporation hereby waives any and all right, title and interest which it may have in and to any such Net Proceeds by virtue of its estate in the Leased Property under this Property Lease. -8- ARTICLE V MISCELLANEOUS Section 5.01. Liens. The Corporation shall not, directly or indirectly, create, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, other than the respective rights of the Corporation and the City as herein provided and Permitted Encumbrances. Section 5.02. Assignment and Subleasing by the Corporation. For the purpose of providing funds to enable the Corporation to pay the Property Lease Payment on the Closing Date, the Corporation has leased the Leased Property to the City pursuant to the Lease Agreement. The Corporation shall not have the right to further sublease or to assign any of its interests under this Property Lease in and to the Leased Property or any portion thereof. Section 5.03. Amendment. Without the prior written consent of the Trustee, the Corporation and the City will not alter, modify or cancel, or agree or consent to alter, modify or cancel this Property Lease, excepting only such alteration or modification as may be permitted by Article X of the Trust Agreement. Section 5.04. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received 48 hours after deposit in the United States mail in registered or certified form with postage fully prepaid: If to the City: If to the Corporation: If to the Trustee: City Clerk 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 Palo Alto Public Improvement Corporation c/o City Clerk 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 U.S. Bank National Association Attn: Global Corporate Trust Services One California Street, Suite 1000 San Francisco, CA 94111 Fax: 415-677-3768 The Corporation, the Trustee and the City, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 5.05. Binding Effect. This Property Lease shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and assigns. -9- Section 5.06. Severability. In the event any provision of this Property Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 5.07. Further Assurances and Corrective Instruments. The Corporation and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property hereby leased or intended so to be or for carrying out the expressed intention of this Property Lease. Section 5.08. Execution in Counterparts. This Property Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 5.09. Applicable Law. This Property Lease shall be governed by and construed in accordance with the laws of the State. Section 5.10. Corporation and City Representatives. Whenever under the provisions of this Property Lease the approval of the Corporation or the City is required, or the Corporation or the City is required to take some action at the request of the other, such approval or such request shall be given for the Corporation by an Corporation Representative and for the City by an Corporation Representative, and any party hereto shall be authorized to rely upon any such approval or request. Section 5.11. Captions. The captions or headings in this Property Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Property Lease. -10- IN WITNESS WHEREOF, the Corporation has caused this Property Lease to be executed in its name by its duly authorized officers; and the City has caused this Property Lease to be executed in its name by its duly authorized officers, as of the date first above written. CITY OF PALO ALTO, as Lessor By Kiely Nose Administrative Services Director Attest: By Beth Minor City Clerk PALO ALTO PUBLIC IMPROVEMENT CORPORATION, as Lessee By Liz Kniss President Attest: By Beth Minor Secretary -11- STATE OF CALIFORNIA ss COUNTY OF On before me, , Notary Public, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. EXHIBIT A DESCRIPTION OF LEASED PROPERTY The land referred to herein is situated in the State of California, County of Santa Clara, City of Palo Alto and described as follows: Initial Leased Property: Rinconada Library (APN: 003-47-020) The Rinconada Library (formerly the Main Library), was designed by Edward Durell Stone, opened in 1958 following a voter approved bond measure that also funded the construction of the Mitchell Park Library. The library is located on Newell Road across from the Palo Alto Art Center. The building is 28,716 square feet, including a 5,000 square foot basement. This library has the largest collection in the system, including the principal reference collection and the archives of the Palo Alto Historical Association. It serves primarily adults and teens and has a very small children's collection. While the building has received small remodels over the years, it needed a total renovation to bring it up to current codes and standards and to provide needed spaces to accommodate needs of its users. In 2014, over $21.7 million renovation occurred that was funded by a voter approved $76 million General Obligation bonds. The renovation brought the building to current codes and standard and included significant seismic improvements. A new wing was build off of south entrance with meeting room seating 100, added were additional restrooms, four small group study rooms off the ends of the reading room, a dedicated room for teens, upgraded lighting and electrical systems to support use of technology, new mechanical systems, including radiant heating and cooling system in the floor, and new carpet and paint. The library project area has approximately 175 trees, of these, over two dozen trees were removed and/or relocated with an equal number of new trees being planted. Some of the trees on the site were removed due to poor health or due to conflicts with other neighboring trees, other conflicted with the new geothermal wells and piping while others were removed to accommodate the project site improvements. Leased Property Upon Final Completion: California Avenue Parking Garage (APN: 124-33-059) The California Avenue Parking Garage is part of the City Council Infrastructure Plan. Construction of the garage is a key step in the delivery of a new Public Safety Building (PSB). The PSB will be built on the adjacent property at 250 Sherman Avenue that currently provides approximately 150 public parking stalls. The proposed parking garage, at 350 Sherman Avenue, will be located on the City's existing surface Parking Lot C-7. The parking garage will be four levels above grade and two stories below grade, with 636 public parking spaces serving the needs of the California Avenue business district. The new garage will replace existing stalls at the two locations and provide approximately 310 new parking stalls to the California Avenue business district. The parking structure will fill its site to nearly the property lines and utilize strategies such as a signature exterior grand staircase and landscaped setback (on Birch Street), a widened sidewalk (on Ash Street), and a partial -block pedestrian arcade leading to a mid - A -1 block paseo (on Jacaranda Lane) to provide appropriately scaled site amenities. Construction will involve a cut-off wall to limit groundwater impact, cast -in -place post -tensioned structural concrete, and provisions for an integrated solar canopy. The height of the California Avenue Parking Garage will be approximately 49'-0" above sidewalk level to the top of roof -mounted photovoltaic (PV) panels. As a public -serving amenity, the garage's key design imperatives include ease of wayfinding, generosity toward the pedestrian environment, and a perimeter skin that offers an appropriate visual character when viewed by its neighbors A-2 Attachment A-2 RECORDING REQUES I'ED BY, AND WHEN RECORDED, RETURN TO: Christopher K. Lynch, Esq. Jones Hall, A Professional Law Corporation 475 Sansome Street, Suite 1700 San Francisco, California 94111 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. LEASE AGREEMENT Dated as of [ ] 1, 2018 by and between the PALO ALTO PUBLIC IMPROVEMENT CORPORATION, as Lessor and the CITY OF PALO ALTO, as Lessee -2- TABLE OF CONTENTS LEASE AGREEMENT ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. 2 Section 1.2. Article and Section Headings. 3 Section 1.3. References to Agreement. 4 Section 1.4. Number and Gender 4 Section 1.5. Exhibits. 4 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranties of the City. 4 Section 2.2. Representations, Covenants and Warranties of Corporation. 4 ARTICLE III DEPOSIT OF MONEYS; ACQUISITION AND CONSTRUCTION OF THE CALIFORNIA AVENUE PARKING GARAGE; SUBSTITUTION AND REMOVAL OF LEASED PROPERTY Section 3.1. Deposit of Moneys 6 Section 3.2. Acquisition and Construction of the California Avenue Parking Garage 6 Section 3.3. Payment of Parking Garage Costs 6 Section 3.4. Payment of Costs of Issuance 6 Section 3.5. Substitution of Leased Property 6 Section 3.6. Removal of Property from Leased Property 7 ARTICLE IV AGREEMENT TO LEASE; TERM OF LEASE AGREEMENT; LEASE PAYMENTS Section 4.1. Agreement to Lease. 9 Section 4.2. Term of Lease Agreement. 9 Section 4.3. Lease Payments. 9 Section 4.4. Quiet Enjoyment. 10 Section 4.5. Title. 11 Section 4.6. Additional Payments. 11 Section 4.7. No Merger. 11 ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 5.1. Maintenance, Utilities, Taxes and Assessments 12 Section 5.2. Modification of Leased Property. 12 Section 5.3. Public Liability and Property Damage Insurance 13 Section 5.4. Fire and Extended Coverage Insurance; Title Insurance. 13 Section 5.5. Rental Interruption Insurance 14 Section 5.6. Insurance Net Proceeds; Form of Policies 14 Section 5.7. Advances. 14 -i- Section 5.8. Installation of City's Equipment 14 Section 5.9. Liens. 15 Section 5.10. Compliance With Property Lease. 15 ARTICLE VI 'DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain. 16 Section 6.2. Application of Net Proceeds 16 Section 6.3. Abatement of Rental in the Event of Damage or Destruction 16 ARTICLE VII OTHER COVENANTS Section 7.1. Disclaimer of Warranties 18 Section 7.2. Access to the Leased Property 18 Section 7.3. Release and Indemnification Covenants 18 Section 7.4. Tax Covenants. 18 ARTICLE VIII ASSIGNMENT, LEASING AND AMENDMENT Section 8.1. Assignment by the Corporation 20 Section 8.2. Assignment and Leasing by the City 20 Section 8.3. Amendment of Lease Agreement. 20 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined. 22 Section 9.2. Remedies on Default 22 Section 9.3. No Remedy Exclusive 24 Section 9.4. Agreement to Pay Attorneys' Fees and Expenses 24 Section 9.5. No Additional Waiver Implied by One Waiver 24 Section 9.6. Application of Proceeds. 24 Section 9.7. Trustee and Certificate Owners to Exercise Rights. 24 ARTICLE X PREPAYMENT OF LEASE PAYMENTS Section 10.1. Security Deposit. 26 Section 10.2. Prepayment; Purchase Option 26 Section 10.3. Mandatory Prepayment. 26 Section 10.4. Credit for Amounts on Deposit 27 ARTICLE XI MISCELLANEOUS Section 11.1. Notices. 28 Section 11.2. Binding Effect. 28 Section 11.3. Severability 28 Section 11.4. Net -net -net Lease. 28 Section 11.5. Further Assurances and Corrective Instruments 28 Section 11.6. Execution in Counterparts. 29 Section 11.7. Applicable Law 29 Section 11.8. Corporation and City Representatives 29 Section 11.9. Captions 29 EXHIBIT A SCHEDULE OF LEASE PAYMENTS A-1 EXHIBIT B DESCRIPTION OF LEASED PROPERTY B-1 EXHIBIT C FORM OF CERTIFICATE AS TO BUDGET C-1 EXHIBIT D FORM OF NOTICE OF SUBSTITUTION AND RELEASE OF LEASED PROPERTY D-1 LEASE AGREEMENT THIS LEASE AGREEMENT, dated for convenience as of [ ] 1, 2018, is by and between the PALO ALTO PUBLIC IMPROVEMENT CORPORATION, a nonprofit public benefit corporation formed, operating and acting pursuant to the laws of the State of California (the "Corporation") as lessor, and the CITY OF PALO ALTO, a chartered municipal corporation duly organized and existing under the Constitution and laws of the State of California, as lessee (the "City"). RECITALS WHEREAS, the City desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue (the "California Avenue Parking Garage"); WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"); WHEREAS, the City has concurrently leased a City asset, initially the Rinconada Library, as more particularly described in Exhibit B hereto (the "Leased Property") to the Corporation under a Property Lease, dated as of [ ] 1, 2018, by and between the City, as Lessor, and the Corporation, as Lessee (the "Property Lease") which is recorded concurrently herewith, and the Corporation shall lease the Leased Property back to the City pursuant to this Lease Agreement, in consideration of the payment by the City of semi-annual Lease Payments (as defined below); WHEREAS, the Corporation has assigned its right to receive such Lease Payments to U.S. Bank National Association, as trustee (the "Trustee"), pursuant to an Assignment Agreement, dated as of [ ] 1, 2018, by and between the Corporation and the Trustee (the "Assignment Agreement") which is recorded concurrently herewith, and in consideration of such assignment the Trustee will execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in such Lease Payments, in accordance with a Trust Agreement, dated as of [ ] 1, 2018, by and among the City, the Corporation and the Trustee (the "Trust Agreement"); and WHEREAS, the City is authorized under its charter and the Constitution and the laws of the State of California to enter into this Lease Agreement for the purposes and subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. All terms specifically defined in the Trust Agreement shall have the same respective meanings when used herein. In addition, the following terms defined in this Section 1.1 shall have the respective meanings herein set forth when used herein. "Code" means the Internal Revenue Code of 1986 as in effect on the date of delivery of this Lease Agreement or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of delivery of this Lease Agreement, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code "Escrow Fund" means the escrow fund created under Section 3.04 of the Trust Agreement. "Parking Garage Costs" means all costs of payment of, or reimbursement for, design, acquisition, construction, installation and equipping of the California Avenue Parking Garage, including but not limited to, architect and engineering fees, construction contractor payments, costs of feasibility and other reports, inspection costs, performance bond premiums and permit fees, and includes Costs of Issuance not paid out of the Costs of Issuance Fund. "Parking Garage Construction Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.03 of the Trust Agreement. "California Avenue Parking Garage" means the parking garage to be located at 350 Sherman Avenue. "Code" means the Internal Revenue Code of 1986 as in effect on the date of delivery of the Lease Agreement or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of delivery of the Lease Agreement, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Final Completion" means, with respect to the acquisition and construction of the California Avenue Parking Garage with the proceeds of the Certificates, the substantial readiness of the California Avenue Parking Garage for use and occupancy by the City, as evidenced by the delivery to the Trustee of a certificate of completion. "Lease Agreement" means this Lease Agreement, together with any duly authorized and executed amendments hereto. "Lease Payment Date" means [April 15 and October 15] of each year during the term of this Lease Agreement, commencing [April 15, 2019]. -2- "Leased Property" means certain real property, as more particularly described in Exhibit B hereto. "Lease Payments" means the Lease Payments shown on Exhibit A. "Original Purchaser" means the first purchaser of the Certificates upon their delivery by the Trustee. "Permitted Encumbrances" means, as of any particular time: (i) liens for general ad valorem taxes and assessments, if any, not then delinquent; (ii) the Assignment Agreement; (iii) the Property Lease and this Lease Agreement; (iv) the Trust Agreement; (v) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (vi) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Closing Date and which the City certifies in writing will not materially impair the use of the Leased Property; (vii) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions established following the date of recordation of this Lease Agreement and to which the Corporation and the City consent in writing and (viii) any items listed in the title report issued by Stewart Title Guaranty on the date of execution and delivery of the Certificates. "Property Lease" means the Property Lease, dated as of [ ] 1, 2018, recorded concurrently herewith, by and between the City, as lessor, and the Corporation, as lessee, together with any duly authorized and executed amendments thereto. "Property Lease Payment" means the payment required to be paid by the Corporation on the Closing Date pursuant to Section 3.03 of the Property Lease. "Regulations" means temporary and permanent regulations promulgated under the Code. "Rental Period" means each twelve-month period during the term of this Lease Agreement commencing 011 November 2 in any year and ending on the next succeeding November 1, except that the first rental period shall commence on the Closing Date. "Trust Agreement" means the Trust Agreement dated as of [ ] 1, 2018 by and among Trustee, the Corporation and the City, relating to the Certificates. "Trustee" means U.S. Bank National Association, and its successors and assigns. Section 1.2. Article and Section Headings. Unless otherwise specified, references to Articles, Sections, and other subdivisions of this Lease Agreement are to be designated Articles, Sections, and other subdivisions of this Lease Agreement as originally executed. The headings or titles of the several articles and sections, and the table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof. -3- Section 1.3. References to Agreement. The words "hereof", "herein", "hereunder", and words of similar import refer to this Lease Agreement as a whole. Section 1.4. Number and Gender. The singular form of any word used herein, including terms defined as provided in Section 1.1, shall include the plural, and vice versa. The use of a word of any gender shall include all genders. Section 1.5. Exhibits. The following Exhibits are attached to, and by reference made a part of, this Lease Agreement: Exhibit A: The schedule of Lease Payments to be paid by the City hereunder with respect to the Leased Property, showing the date and amount of each such Lease Payment. Exhibit B: The description of the Leased Property. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Corporation as follows: (a) Due Organization and Existence. The City is a chartered municipal corporation duly organized and existing under the Constitution and laws of the State. (b) Authorization. The laws of the State authorize the City to enter into the Property Lease, this Lease Agreement and the Trust Agreement and to enter into the transactions contemplated by and to carry out its obligations under all of the aforesaid Agreements, and the City has duly authorized and executed all of the aforesaid Agreements. (c) No Violations. Neither the execution and delivery of the Property Lease, this Lease Agreement or the Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the City, or upon the Leased Property, except Permitted Encumbrances. (d) Possession of Leased Property. The City is in possession of the Leased Property. Section 2.2. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants to the City as follows: -4- (a) Due Organization and Existence. The Corporation is a nonprofit public benefit corporation duly organized, operating and existing under the laws of the State of California; has power to enter into the Property Lease, this Lease Agreement, the Assignment Agreement and the Trust Agreement; is possessed of full power to lease real and personal property; and has duly authorized the execution and delivery of all of the aforesaid Agreements. (b) No Encumbrances. The Corporation will not pledge the Lease Payments or any other amounts derived from the Leased Property and from its other rights under this Lease Agreement, and will not mortgage or encumber the Leased Property, except as provided under the terms of the Property Lease, this Lease Agreement, the Assignment Agreement or the Trust Agreement. (c) No Violations. Neither the execution and delivery of the Property Lease, this Lease Agreement, the Assignment Agreement or the Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Corporation, or upon the Leased Property, except Permitted Encumbrances. (d) No Assignments. Except as provided herein, the Corporation will not assign this Lease Agreement, its right to receive Lease Payments from the City, or its duties and obligations hereunder to any other person, firm or corporation so as to impair or violate the representations, covenants and warranties contained in this Section 2.2. -5- ARTICLE III DEPOSIT OF MONEYS; ACQUISITION AND CONSTRUCTION OF THE CALIFORNIA AVENUE PARKING GARAGE; SUBSTITUTION AND REMOVAL OF LEASED PROPERTY Section 3.1. Deposit of Moneys. On the Closing Date, the Corporation shall cause to be deposited with the Trustee the proceeds of the sale of the Certificates, which shall be applied as set forth in Section 3.01 of the Trust Agreement. Section 3.2. Acquisition and Construction of the California Avenue Parking Garage. The Corporation hereby appoints the City as its agent for the purposes of acquisition, construction, installation and equipping of the California Avenue Parking Garage. The City, as agent of the Corporation, shall cause the acquisition, construction, installation and equipping of the California Avenue Parking Garage to be performed diligently. Section 3.3. Payment of Parking Garage Costs. Payment of the Parking Garage Costs shall be made from the moneys deposited in the Parking Garage Construction Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.03 of the Trust Agreement. Section 3.4. Payment of Costs of Issuance. Payment of Costs of Issuance shall be made from the moneys deposited in the Costs of Issuance Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with the Trust Agreement. Section 3.5. Substitution of Leased Property. The City shall have, and is hereby granted, the option at any time and from time to time during the term of this Lease Agreement, to substitute other land, facilities, improvements or other property (a "Substitute Property") for the Leased Property or any portion thereof (a "Former Property"), provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such substitution: (a) The City shall notify S&P in writing of such substitution, which notice shall contain the certification that all conditions set forth in this Section 3.5 are met with respect to such substitution; (b) The City shall take all actions and shall execute all documents required to subject such Substitute Property to the terms and provisions of this Lease Agreement, including the filing with the Corporation and the Trustee of an amended Exhibit B which adds thereto a description of such Substitute Property and deletes therefrom the description of such Former Property, and including the recordation of this Lease Agreement or a memorandum hereof with respect to such Substitute Property in the office of the Santa Clara County Recorder; (c) The City shall certify in writing to the Corporation and the Trustee that the estimated fair market value of such Substitute Property is at least equal to the aggregate principal components of the unpaid Lease Payments; -6- (d) The City shall certify in writing to the Corporation and the Trustee that such Substitute Property serves the public purposes of the City and constitutes property which the City is permitted to lease under the laws of the State of California; (e) The City shall certify in writing to the Corporation and the Trustee that the estimated useful life of such Substitute Property at least extends to the date on which the final Lease Payment becomes due and payable hereunder; (f) The City shall obtain a CLTA policy of title insurance meeting the requirements of Section 5.4 with respect to such Substitute Property; and (g) The Substitute Property shall not cause the City to violate any of its covenants, representations and warranties made herein or in the Trust Agreement. From and after the date on which all of the foregoing conditions precedent to such substitution are satisfied, the term of this Lease Agreement shall cease with respect to the Former Property and shall be continued with respect to the Substitute Property, and all references herein to the Former Property shall apply with full force and effect to the Substitute Property. The City shall not be entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such substitution. Notwithstanding any other provision hereof, including the provisions of this Section 3.5, or any provision of the Trust Agreement, upon Final Completion of the California Avenue Parking Garage, the City shall have the absolute right to make the California Avenue Parking Garage and its related site, as described in Exhibit B hereto, the Leased Property subject to this Lease Agreement and the Property Lease, and to release the Rinconada Library from this Lease Agreement and the Property Lease without meeting the conditions set forth in subsections (a) through (g) above. The City shall effectuate such release by (1) certifying, in a certificate of completion provided to the Trustee, that the Final Completion of the California Avenue Parking Garage has occurred and (2) causing a Notice of Substitution and Release of Leased Property, substantially in the form attached hereto as Exhibit D, to be recorded in the real property records of Santa Clara County. Subsequent to the execution and recordation of such Notice of Substitution and Release of Leased Property, subject to any future authorized substitution or release of the Leased Property pursuant to Section 3.5 or 3.6, references to the Leased Property herein shall be deemed to refer to the California Avenue Parking Garage and the related site and shall not be deemed to refer to the Rinconada Library so released. Section 3.6. Removal of Property from Leased Property. The City shall have, and is hereby granted, the option at any time and from time to time during the term of this Lease Agreement, to remove any property from the description of the Leased Property, provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such removal: (a) The City shall notify S&P in writing of such removal, which notice shall contain the certification that all conditions set forth in this Section 3.6 are met with respect to such removal; -7- (b) The City shall file with the Corporation and the Trustee an amended Exhibit B, which deletes therefrom the description of the property to be removed; (c) The City shall certify in writing to the Corporation and the Trustee that the estimated fair market value of the Leased Property that will remain following such removal is at least equal to the aggregate principal components of the unpaid Lease Payments, and that the useful life of the Leased Property is not less than the final payment date of the unpaid Lease Payments; and (d) The City shall obtain and cause to be filed with the Trustee and the Corporation an opinion of Bond Counsel stating that such removal is permitted hereunder. From and after the date on which all of the foregoing conditions precedent to such removal are satisfied, the term of this Lease Agreement shall cease with respect to the property which is so removed. The City shall not be entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such removal. -8- ARTICLE IV AGREEMENT TO LEASE; TERM OF LEASE AGREEMENT; LEASE PAYMENTS Section 4.1. Agreement to Lease. The Corporation hereby subleases the Leased Property to the City, and the City hereby subleases the Leased Property from the Corporation, upon the terms and conditions set forth in this Lease Agreement. Section 4.2. Term of Lease Agreement. The term of this Lease Agreement shall commence on the Closing Date and shall end on November 1, 20[48], unless such term is extended as hereinafter provided. If on November 1, 20[48], the Trust Agreement shall not be discharged by its terms, then the term of this Lease Agreement shall be extended until the Trust Agreement shall be discharged by its terms (but in no event beyond November 1, 20[58]). If prior to November 1, 20[48], the Trust Agreement shall be discharged by its terms, the term of this Lease Agreement shall thereupon end. The provisions of this Section 4.2 are subject to the provisions of Section 6.1 relating to the taking in eminent domain of the Leased Property or any portion thereof. Section 4.3. Lease Payments. (a) Obligation to Pay. Subject to the provisions of Articles VI and X, the City agrees to pay to the Corporation, its successors and assigns, as rental for the use and occupancy of the Leased Property hereunder during each Rental Period, the Lease Payments (denominated into components of principal and interest) for the Leased Property in the amounts specified in Exhibit A, to be due and payable on the Lease Payment Dates specified in Exhibit A. Any amount held in the Lease Payment Fund on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole pursuant to Article X and other than amounts required for payment of past due principal or interest represented by any Certificates not presented for payment) shall be credited towards the Lease Payment then due and payable; and no Lease Payment need be made on any Lease Payment Date if the amounts then held in the Lease Payment Fund and available for such purpose are at least equal to the Lease Payment then required to be paid. The Lease Payments for the Leased Property payable in any Rental Period shall be for the use of the Leased Property during such Rental Period. (b) Effect of Prepayment. In the event that the City prepays all remaining Lease Payments, including any premium, if any, in full pursuant to Article X, the City's obligations under this Lease Agreement shall thereupon cease and terminate, including but not limited to the City's obligation to pay Lease Payments under this Section 4.3; subject however, to the provisions of Section 10.1 in the case of prepayment by application of a security deposit. In the event that the City purchases the Leased Property pursuant to Section 10.2, the amount paid pursuant to Section 10.2 shall be credited entirely towards the prepayment in full or in part of the Lease Payments. In the event that the City prepays the Lease Payments in part but not in whole pursuant to Section 10.3 as a result of any insurance award or condemnation award with respect to the Leased Property, such prepayment shall be credited entirely towards the prepayment of the Lease Payments as follows: (i) the principal components of the remaining -9- Lease Payments shall be reduced on a pro rata basis in integral multiples of $5,000; and (ii) the interest component of the remaining Lease Payments shall be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Certificates thereby prepaid pursuant to Section 4.01(A) of the Trust Agreement. (c) Fair Rental Value. The Lease Payments for the Leased Property for each Rental Period shall constitute the total rental for the Leased Property during each Rental Period and shall be paid by the City in each Rental Period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of the Leased Property during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments for the Leased Property do not exceed the fair rental value of the Leased Property. In making such determination, consideration has been given to the estimated value of the Leased Property, the obligations of the parties under the Property Lease and this Lease Agreement, the uses and purposes which may be served by the Leased Property and the benefits therefrom which will accrue to the City and the general public. (d) Budget and Appropriation. The City covenants to take such action as may be necessary to include all Lease Payments due hereunder in each of its budgets during the term of this Lease Agreement and to make the necessary annual appropriations for all such Lease Payments, except to the extent such Lease Payments are payable from amounts on deposit in the Lease Payment Fund. During the term of this Lease Agreement, the City will furnish to the Trustee a certificate that the Lease Payments due in the applicable Fiscal Year have been included in the City's budget for such Fiscal Year within thirty (30) days after the adoption of each budget. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City. (e) Assignment. The City understands and agrees that all Lease Payments have been assigned by the Corporation to the Trustee in trust, pursuant to the Assignment Agreement, for the benefit of the Owners of the Certificates, and the City hereby assents to such assignment. The Corporation hereby directs the City, and the City hereby agrees to pay to the Trustee at its Corporate Trust Office, all payments payable by the City pursuant to this Section 4.3 and all amounts payable by the City pursuant to Article X. Section 4.4. Quiet Enjoyment. The Corporation shall provide the City with quiet use and enjoyment of the Leased Property, and the City shall, for the remainder of the term of this Lease Agreement, peaceably and quietly have and hold and enjoy the Leased Property, without suit, trouble or hindrance from the Corporation, except as expressly set forth in this Lease Agreement. The Corporation will, at the request of the City and at the City's cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Corporation may lawfully do so. Notwithstanding the foregoing, the Corporation shall have the right to inspect the Leased Property as provided in Section 7.2. -10- Section 4.5. Title. During the term of this Lease Agreement, the City shall hold title to the Leased Property and any and all additions which comprise fixtures, repairs, replacements or modifications to the Leased Property, including those fixtures, repairs, replacements or modifications which are added to the Leased Property by the City at its own expense and which may be removed without damaging the Leased Property and including any items added to the Leased Property by the City pursuant to Section 5.8 hereof. Such title shall be governed by the provisions of Section 3.04 of the Property Lease during the term of the Property Lease. If the City prepays the Lease Payments in full pursuant to Article X, or makes the security deposit permitted by Section 10.1, or pays all Lease Payments during the term of this Lease Agreement as the same become due and payable, all right, title and interest of the Corporation under the Property Lease in and to the Leased Property (determined in accordance with Sections 3.01 or 3.04 thereof) shall be terminated. The Corporation agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such termination of leasehold estate. Section 4.6. Additional Payments. In addition to the Lease Payments, the City shall pay when due, during the term of the Lease Agreement, all costs and expenses incurred by the Corporation to comply with the provisions of the Trust Agreement, including without limitation all Costs of Issuance (to the extent not paid from amounts on deposit in the Costs of Issuance Fund), compensation or indemnification due to the Trustee and all reasonable costs and expenses of auditors, engineers and accountants. Section 4.7. No Merger. It is the express intention of the parties hereto that this Lease Agreement and the obligations of the parties hereunder shall be and remain separate and distinct from the Property Lease and the obligations of the parties thereunder, and that during the term of the Property Lease no merger of title or interest shall occur or be deemed to occur as a result of the position of the City as lessor under the Property Lease and as lessee hereunder, or as a result of the position of the Corporation as lessee under the Property Lease and as lessor under this Lease Agreement. -11- ARTICLE V MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the term of this Lease Agreement, as part of the consideration for the rental of the Leased Property, all improvement, repair and maintenance of the Leased Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all utility services supplied to the Leased Property, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Leased Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or lessee thereof. In exchange for the Lease Payments herein provided, the Corporation agrees to provide only the Leased Property, as hereinbefore more specifically set forth. The City waives the benefits of Section 1942 of the California Civil Code and waives the right to make repairs at the expense of the Corporation or in lieu thereof, vacate under Section 1942 of the California Civil Code, and all similar rights under the statues of similar effect, but such waiver shall not limit any of the rights of the City under the terms of this Lease Agreement. The City shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Corporation or the City affecting the Leased Property or the interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due. The City may, at the City's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Corporation shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items, the interest of the Corporation in the Leased Property will be materially endangered or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the Corporation with full security against any loss which may result from nonpayment, in form satisfactory to the Corporation and the Trustee. Section 5.2. Modification of Leased Property. The City shall, at its own expense, have the right to remodel the Leased Property or to make additions, modifications and improvements to the Leased Property. All additions, modifications and improvements shall thereafter comprise part of the Leased Property and be subject to the provisions of this Lease Agreement. Such additions, modifications and improvements shall not in any way damage the Leased Property or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Leased Property, upon completion of any additions, modifications and improvements made thereto pursuant to this Section, shall be of a value which is not substantially less than the value of the Leased Property immediately prior to the -12- making of such additions, modifications and improvements. The City will not permit any mechanic's or other lien to be established or remain against the Leased Property for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify or cause to be notified the Corporation of the City's intention to do so, the City may in good faith contest any lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom and shall provide the Corporation with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the Corporation. The Corporation will cooperate fully in any such contest, upon the request and at the expense of the City. Section 5.3. Public Liability and Property Damage Insurance. The City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard comprehensive general insurance policy or policies in protection of the Corporation, City, and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Leased Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $150,000 (subject to a deductible clause of not to exceed $250,000, or such higher amount as the City shall determine, provided that such higher deductible shall be considered a self insured retention) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 per occurrence covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City. The proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the proceeds of such insurance shall have been paid. Section 5.4. Fire and Extended Coverage Insurance; Title Insurance. (i) The City shall procure and maintain, or cause to be procured and maintained, throughout the term of this Lease Agreement, insurance against loss or damage to any structures constituting any part of the Leased Property by fire and lightning, with extended coverage and vandalism and malicious mischief insurance. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. The City shall have no obligation to obtain earthquake insurance. Such insurance shall be in an amount at least equal to the lesser of (i) 100% of the replacement cost (without deducting for depreciation) of the Leased Property and (ii) the aggregate principal amount of Certificates at the time outstanding. Such insurance may be subject to deductible clauses of not to exceed $100,000 for any one loss. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage carried by the City. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing -13- pooled insurance. The City hereby assigns to the Corporation all right of the City to collect and receive Net Proceeds under any of said policies, which right has been assigned by the Corporation to the Trustee pursuant to the Assignment Agreement. The Net Proceeds of such insurance shall be applied as provided in Section 6.2(a). (ii) The City shall procure, and deliver to the Trustee on the Closing Date, a title insurance policy which insures the leasehold estate created under this Agreement, subject only to Permitted Encumbrances, in an amount equal to the principal amount of the Certificates. SECTION 5.5. Rental Interruption Insurance. The City shall procure and maintain, or cause to be procured and maintained, throughout the term of this Lease Agreement, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of the buildings, facilities and other improvements constituting any part of the California Avenue Parking Garage, as a result of any of the hazards covered in the insurance required by Section 5.4, in an amount at least equal to the maximum Lease Payments coming due and payable during any two consecutive Fiscal Years during the remaining term of this Lease Agreement. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance; provided that such insurance may not be maintained by the City in the form of self- insurance. The Net Proceeds of such insurance, if any, shall be paid to the Trustee and deposited in the Lease Payment Fund, and shall be credited towards the payment of the Lease Payments allocable to the insured improvements as the same become due and payable. Section 5.6. Insurance Net Proceeds; Form of Policies. Each policy of insurance required by Sections 5.4 and 5.5 hereof shall provide that all proceeds thereunder shall be payable to the Trustee as and to the extent required hereunder. The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease Agreement. All such policies shall provide that the Trustee shall be given thirty (30) days notice of each expiration, any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. Upon request by the Trustee, the City shall cause to be delivered to the Trustee annually, on or before January 1 of each year, commencing January 1, 2019, a certificate of the City that the insurance policies required by this Lease Agreement are in full force and effect. Section 5.7. Advances. If the City shall fail to perform any of its obligations under this Article the Corporation may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as soon as possible, with interest at the rate of ten percent (10%) per annum from the date of the advance to the date of repayment. Section 5.8. Installation of City's Equipment. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Leased Property. All such items shall remain the sole property of the City, in which neither the Corporation nor the Trustee shall -14- have any interest, and may be modified or removed by the City at any time provided that the City shall repair and restore any and all damage to the Leased Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City from purchasing or leasing items to be installed pursuant to this Section under a lease or conditional sale agreement, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Leased Property. Section 5.9. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, other than the respective rights of the Corporation and the City as herein provided and Permitted Encumbrances. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The City shall reimburse the Corporation for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Section 5.10. Compliance With Property Lease. During the term of the Property Lease, the City will observe and perform all agreements and obligations on its behalf required to be observed and performed thereunder. The City will not take any action or permit any action within its control to be taken which constitutes or which, if not corrected, with the passage of time or with notice, or both, would constitute or cause to occur any default under the Property Lease. -15- ARTICLE VI DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain. If the Leased Property shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Leased Property shall be taken permanently, or if the Leased Property or any part thereof shall be taken temporarily, under the power of eminent domain, (1) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of Lease Payments as a result of the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be agreed upon by the City and the Corporation such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Leased Property. The City covenants to contest any eminent domain award which is insufficient to either: (i) prepay the Certificates in whole, if all of the Leased Property is condemned; or (ii) prepay a pro rata share of Certificates, in the event that less than all of the Leased Property is condemned. Section 6.2. Application of Net Proceeds. (a) From Insurance Award. The Net Proceeds of any insurance award resulting from any damage to or destruction of the Leased Property by fire or other casualty shall be paid to the Trustee, as assignee of the Corporation under the Assignment Agreement, and deposited in the Insurance and Condemnation Fund for application as set forth in Section 6.01 of the Trust Agreement. (b) From Eminent Domain Award. The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be paid to the Trustee, as assignee of the Corporation under the Assignment Agreement, and deposited in the Insurance and Condemnation Fund for application as set forth in Section 6.02 of the Trust Agreement. Section 6.3. Abatement of Rental in the Event of Damage or Destruction. The amount of Lease Payments shall be abated, during any period in which by reason of damage or destruction (other than by eminent domain which is hereinbefore provided for) there is substantial interference with the use and occupancy by the City of the Leased Property (other than any portions of the Leased Property described in Section 5.2) or any portion thereof. The amount of such abatement shall be agreed upon by the City and the Corporation such that the resulting Lease Payments represent fair consideration for the use and occupancy of the portions of the Leased Property not damaged or destroyed. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Lease Agreement shall continue in full force and effect and the City waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. However, notwithstanding any other provisions of this Section 6.3, there shall be no abatement of Lease Payments under this Section 6.3 to the extent that the proceeds of an eminent domain or insurance award are available to pay Lease Payments, or to the extent that moneys are available in the Lease -16- Payment Fund, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments. -17- ARTICLE VII OTHER COVENANTS Section 7.1. Disclaimer of Warranties. The Corporation makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City of the Leased Property, or any other representation or warranty with respect to the Leased Property. In no event shall the Corporation be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Lease Agreement, the Property Lease or the Trust Agreement for the existence, furnishing, functioning or City's use of the Leased Property. Section 7.2. Access to the Leased Property. The City agrees that the Corporation and any Corporation Representative, and the Corporation's successors or assigns, shall have the right at all reasonable times to enter upon and to examine and inspect the Leased Property. The City further agrees that the Corporation, any Corporation Representative, and the Corporation's successors or assigns shall have such rights of access to the Leased Property as may be reasonably necessary to cause the proper maintenance of the Leased Property in the event of failure by the City to perform its obligations hereunder. Section 7.3. Release and Indemnification Covenants. The City shall and hereby agrees to indemnify and save the Corporation and its officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Property by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement, (iii) any act or negligence of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Property, or (iv) any act or negligence of any lessee of the City with respect to the Leased Property. No indemnification is made under this Section or elsewhere in this Lease Agreement for willful misconduct, negligence, or breach of duty under this Lease Agreement by the Corporation, its officers, agents, employees, successors or assigns. Section 7.4. Tax Covenants. (a) Private Activity Bond Limitation. The City will assure that the proceeds of the Certificates are not so used as to cause the obligations of the City under this Lease Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. (b) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the obligations of the City under this Lease Agreement to be "federally guaranteed" within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The City will take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess -18- investment earnings, if any, to the federal government, to the extent that such section is applicable to the Certificates and this Lease Agreement. (d) No Arbitrage. The City will not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of delivery of this Lease Agreement would have caused any of the obligations of the City under this Lease Agreement to be "arbitrage bonds" within the meaning of section 148 of the Code. (e) Maintenance of Tax -Exemption. The City will take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners of the Certificates to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of delivery of this Lease Agreement. (f) (g) Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the Certificates for at least 3 years after the Certificates mature or are redeemed (whichever is earlier); however, if the Certificates are redeemed and refunded, the City will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the last obligation in the series of obligations that refunded the Certificates. Compliance with Tax Certificate. The City will comply with the provisions of the tax certificate and the use of proceeds certificate to be delivered with respect to the Certificates, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Certificates. -19- ARTICLE VIII ASSIGNMENT, LEASING AND AMENDMENT Section 8.1. Assignment by the Corporation. The Corporation's rights under this Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the City under this Lease Agreement have been assigned to the Trustee pursuant to the Assignment Agreement, to which assignment the City hereby consents. Section 8.2. Assignment and Leasing by the City. This Lease Agreement may not be assigned by the City. The City may further lease any of the Leased Property or any portion thereof, but only with the written consent of the Corporation and subject to all of the following conditions: (i) This Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City; (ii) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Corporation and the Trustee a true and complete copy of such lease; (iii) Such lease shall not cause the City to violate any of its covenants in Section 7.4; and (iv) No such lease by the City shall cause the Leased Property to be used for a purpose other than as may be authorized under the provisions of the Constitution and laws of the State. Notwithstanding the foregoing, the City may sublease a portion of the rooftop of the California Avenue Parking Garage in connection with the installation of distributed renewable energy systems without complying with the provisions of this Section 8.2 except the preceding clauses (iii) and (iv). Section 8.3. Amendment of Lease Agreement. (1) Except as provided in paragraph (2) below, without the prior written consent of the Trustee the City will not alter, modify or cancel, or agree or consent to alter, modify or cancel this Lease Agreement, excepting only such alteration or modification as may be permitted by Article IX of the Trust Agreement. (2) In addition, this Lease Agreement may be amended to obligate the City to pay additional amounts of rental hereunder for the use and occupancy of the Leased Property or any portion thereof, but only if (a) such additional amounts of rental do not cause the total rental payments made by the City under the Lease Agreement to exceed the fair rental value of the Leased Property, (b) the City shall have obtained and filed with the Trustee and the Corporation a written certificate to the effect that the estimated fair market value thereof is not less than the aggregate unpaid principal components of such additional amount of rental plus the existing aggregate unpaid principal components of the Lease Payments, (c) such additional -20- amounts of rental shall be pledged or assigned for the payment of any bonds, notes, leases or other obligations the proceeds of which shall be applied to finance the completion of public facilities and (d) the City shall send notification of the additional financing to the rating agency then rating the Certificates. -21- ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default Defined. The following shall be "events of default" under this Lease Agreement and the terms "events of default" and "default" shall mean, whenever they are used in this Lease Agreement, with respect to the Leased Property, any one or more of the following events: (i) Failure by the City to pay any Lease Payment when due and payable hereunder, or failure to pay any other payment when due and payable hereunder. (ii) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (i) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Corporation, the Trustee or the Owners of not less than twenty percent (20%) in aggregate principal amount of Certificates then outstanding; provided, however, if the failure stated in the notice can be corrected, but not within the applicable period, the Corporation, the Trustee and such Owners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (iii) The filing by the City of a voluntary petition in bankruptcy under Title 11 of the United States Code or any substitute or successor statute. Section 9.2. Remedies on Default. Whenever any event of default referred to in Section 9.1 hereof shall have happened and be continuing, it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement; provided, however, that notwithstanding anything herein or in the Trust Agreement to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Corporation may exercise any and all rights of entry and re-entry upon the Leased Property, and also, at its option, with or without such entry, may terminate this Lease Agreement; provided, that no such termination shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default and notwithstanding any re-entry by the Corporation, the City shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/or damages for breach of this Lease Agreement and the performance of all conditions herein contained and, in any event such rent and/or damages shall be payable to the Corporation at the time and in the manner as herein provided, to wit: (a) In the event the Corporation does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all -22- conditions herein contained and shall reimburse the Corporation for any deficiency arising out of the re -leasing of the Leased Property, or, in the event the Corporation does not re -lease the Leased Property, then for the full amount of all Lease Payments to the end of the term of this Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re-entry by the Corporation or any suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Leased Property or the exercise of any other remedy by the Corporation. The City hereby irrevocably appoints the Corporation as the agent and attorney -in -fact of the City to enter upon and re -lease the Leased Property in the event of default by the City in the performance of any covenants herein contained to be performed by the City and to remove all personal property whatsoever situated upon the Leased Property to place such property in storage or other suitable place in the City of Palo Alto, for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re -leasing of the Leased Property and the removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The City hereby waives any and all claims for damages caused or which may be caused by the Corporation in re-entering and taking possession of the Leased Property as herein provided and all claims for damages that may result from the destruction of or injury to the Leased Property and all claims for damages to or loss of any property belonging to the City that may be in or upon the Leased Property. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Corporation to re -lease the Leased Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Corporation in effecting such re- leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re -leasing is made or the terms and conditions of such re- leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Corporation to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City further waives the right to any rental obtained by the Corporation in excess of the Lease Payments and hereby conveys and releases such excess to the Corporation as compensation to the Corporation for its services in re -leasing the Leased Property. (b) In an event of default hereunder, the Corporation may terminate this Lease Agreement and re -lease all or any portion of the Leased Property. In the event of the termination of this Lease Agreement by the Corporation in the manner hereinafter provided on account of default by the City (and notwithstanding any re-entry upon the Leased Property by the Corporation in any mariner whatsoever or the re -leasing of the Leased Property), the City nevertheless agrees to pay to the Corporation all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments. Any surplus received by the Corporation from such re -leasing shall be the absolute property of the Corporation and the City shall have no right thereto, nor shall the City be entitled to any credit in the event of a deficiency in the rentals received by the Corporation from the -23- Leased Property. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Corporation shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the City of the election on the part of the Corporation to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Leased Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Corporation is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Corporation to exercise any remedy reserved to it in this Article IX it shall not be necessary to give any notice, other than such notice as may be required in this Article IX or by law. Section 9.4. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease Agreement should default under any of the provisions hereof and the nondefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nondefaulting party. Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 9.6. Application of Proceeds. All net proceeds received from the re -lease or other disposition of the Leased Property under this Article IX, and all other amounts derived by the Corporation or the Trustee as a result of an event of default hereunder, shall be transferred to the Trustee promptly upon receipt thereof, after payment of the fees and expenses of the Trustee, including those of its attorneys, agents and advisors and shall be deposited by the Trustee in the Lease Payment Fund, to be applied to the Lease Payments in order of payment date. Section 9.7. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Corporation under this Article IX have been assigned by the Corporation to the Trustee under the Trust Agreement, to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trustee and the Owners of the Certificates as provided in the Trust Agreement. -24- -25- ARTICLE X PREPAYMENT OF LEASE PAYMENTS Section 10.1. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the City may on any date secure the payment of Lease Payments by a deposit with the Trustee of: (i) an amount of cash which, together with amounts on deposit in the Lease Payment Fund and the Insurance and Condemnation Fund, is sufficient to pay all unpaid Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment Schedule set forth in Exhibit A, or (ii) Federal Securities together with cash, if required, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon and, if required, all or a portion of moneys or Federal Securities then on deposit in the Lease Payment Fund and the Insurance and Condemnation Fund, be fully sufficient to pay all unpaid Lease Payments on their respective Lease Payment Dates or on any purchase option date as set forth in Section 10.2, as the City shall instruct at the time of said deposit. In the event of a security deposit pursuant to this Section, all obligations of the City under this Lease Agreement, and all security provided by this Lease Agreement for said obligations, shall cease and terminate, excepting only the obligation of the City to make, or cause to be made, Lease Payments from such security deposit, and title to the Leased Property shall be affected thereby as described in Section 4.5. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in accordance with the provisions of this Lease Agreement. Section 10.2. Prepayment; Purchase Option. The City may exercise its option to prepay the principal component of the Lease Payments, in whole or in part, on any date on or after [ ] 1, 20[_], by paying a prepayment price equal to the aggregate or a portion of the unpaid principal components of the remaining Lease Payments, together with the interest component of the Lease Payment required to be paid on such date, and premium due in connection with the prepayment of the Certificates, if any. The City shall notify the Corporation and the Trustee as to which of the Lease Payments it wishes to prepay. Such prepayment price shall be deposited by the Trustee in the Lease Payment Fund to be applied to the prepayment of the Certificates pursuant to Section 4.01 of the Trust Agreement. The City shall give the Trustee notice of its intention to exercise its option not less than forty-five (45) days in advance of the date of exercise. In the event the Lease Payments have been fully paid, and the City prepays the entire unpaid principal component of the Lease Payments in whole, the City will be deemed to have purchased the Leased Property and title to the Leased Property shall thereupon vest in the City, free and clear of any encumbrance created by this Agreement. Section 10.3. Mandatory Prepayment. The City shall be obligated to prepay the Lease Payments for the Leased Property, in whole or in part on any date, from and to the extent of any Net Proceeds of insurance award or condemnation award with respect to the Leased Property that have theretofore been deposited with the Trustee in the Lease Payment Fund for such purpose pursuant to Article VI hereof. Such proceeds shall be applied to the prepayment of the principal component of the Lease Payments and the prepayment of the Certificates in accordance with Article VI of the Trust Agreement. -26- Section 10.4. Credit for Amounts on Deposit. In the event of prepayment of the principal components of the Lease Payments in full under this Article X, such that the Trust Agreement shall be discharged by its terms as a result of such prepayment, all amounts then on deposit in the Lease Payment Fund shall be credited towards the amounts then required to be so prepaid. -27- ARTICLE XI MISCELLANEOUS Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received 48 hours after deposit in the United States mail in registered or certified form with postage fully prepaid: If to the City: If to the Corporation: If to the Trustee: City Clerk 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 Palo Alto Public Improvement Corporation c/o City Clerk 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 U.S. Bank National Association Attn: Global Corporate Trust Services One California Street, Suite 1000 San Francisco, CA 94111 Fax: 415-677-3768 The Corporation and the City, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 11.2. Binding Effect. This Lease Agreement shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and assigns. Section 11.3. Severability. In the event any provision of this Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.4. Net -net -net Lease. This Lease Agreement shall be deemed and construed to be a "net -net -net lease" and the City hereby agrees that the Lease Payments shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set -offs whatsoever. Section 11.5. Further Assurances and Corrective Instruments. The Corporation and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property hereby leased or intended so to be or for carrying out the expressed intention of this Lease Agreement. -28- Section 11.6. Execution in Counterparts. This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.7. Applicable Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State. Section 11.8. Corporation and City Representatives. Whenever under the provisions of this Lease Agreement the approval of the Corporation or the City is required, or the Corporation or the City is required to take some action at the request of the other, such approval or such request shall be given for the Corporation by a Corporate Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval or request. Section 11.9. Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Lease Agreement. -29- IN WITNESS WHEREOF, the Corporation has caused this Lease Agreement to be executed in its corporate name by its duly authorized officers; and the City has caused this Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written. PALO ALTO PUBLIC IMPROVEMENT CORPORATION, as Lessor By Liz Kniss President Attest: By Beth Minor Secretary CITY OF PALO ALTO, as Lessee By Lalo Perez Administrative Services Director Attest: By Beth Minor City Clerk -30- STATE OF CALIFORNIA ss COUNTY OF On before me, , Notary Public, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. EXHIBIT A SCHEDULE OF LEASE PAYMENTS DATE TOTAL LEASE PRINCIPAL INTEREST PAYMENT A-1 A-1 EXHIBIT B DESCRIPTION OF LEASED PROPERTY The land referred to herein is situated in the State of California, County of Santa Clara, City of Palo Alto and described as follows: Initial Leased Property: Rinconada Library [Description] APN: 003-47-020 Leased Property Upon Final Completion: California Avenue Parking Garage [Description] APN: 124-33-059 B-1 EXHIBIT C FORM OF CERTIFICATE AS TO BUDGET $[ ] City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) To: U.S. BANK NATIONAL ASSOCIATION PALO ALTO PUBLIC IMPROVEMENT CORPORATION Pursuant to Section 4.3(d) of that certain Lease Agreement, dated as of [ ] 1, 2018 (the "Lease Agreement"), related to the captioned certificates of participation, the City of Palo Alto (the "City") hereby certifies that the City has included the Lease Payments due during fiscal year 20_-_ in the City's budget for such fiscal year. Capitalized terms used in this certificate but not defined herein have the meaning given them in the Lease Agreement. Dated: CITY OF PALO ALTO By: Its: C-1 EXHIBIT D FORM OF NOTICE OF SUBSTITUTION AND RELEASE OF LEASED PROPERTY $[ ] City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: Christopher K. Lynch, Esq. Jones Hall, A Professional Law Corporation 475 Sansome Street, Suite 1700 San Francisco, California 94111 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. NOTICE OF SUBSTITUTION AND RELEASE OF LEASED PROPERTY The City of Palo Alto, a chartered municipal corporation duly organized and existing under the Constitution and the laws of the State of California (the "City") is party to (i) that certain Lease Agreement, dated as of [ ] 1, 2018, by and between the Palo Alto Public Improvement Corporation, a nonprofit public benefit corporation formed, operating and acting pursuant to the laws of the State of California (the "Corporation") as lessor, and the City, as lessee, recorded as Document No. [ ] in the Official Records of the Santa Clara County Recorder (the "Lease Agreement") and (ii) that certain Property Lease, dated as of [ ] 1, 2018, by and between the Corporation, as lessee, and the City, as lessor, recorded as Document No. [ ] in the Official Records of the Santa Clara County Recorder (the "Property Lease"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Lease Agreement. As contemplated by the Lease Agreement, the proceeds of the 2018 Certificates have been utilized to complete the acquisition and construction of the California Avenue Parking Garage, and the City hereby provides notice of (A) its substitution of the California Avenue Parking Garage (as described in Exhibit A) as the Leased Property under the Lease Agreement and the Property Lease and (B) its release of the Rinconada Library (as described in Exhibit A) as the Leased Property under the Lease Agreement and the Property Lease. In accordance with Section 3.5 of the Lease Agreement, the City has provided to the Trustee a certificate of completion certifying that the Final Completion of the California Avenue D-1 Parking Garage has occurred. Upon the recordation of this Notice of Substitution and Release of Leased Property, and subject to any future authorized substitution or release of the Leased Property pursuant to Section 3.5 and 3.6 of the Lease Agreement, references to the Leased Property in the Lease Agreement and in the Property Lease shall be deemed to refer to only the California Avenue Parking Garage and the related site, and shall not be deemed to refer to the Rinconada Library. [signature page follows] D-1 CITY OF PALO ALTO By Lalo Perez Administrative Services Director Attest: By Beth Minor City Clerk D-2 [Signature Page to Notice of Substitution and Release of Leased Property] D-2 STATE OF CALIFORNIA ss COUNTY OF On before me, , Notary Public, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. D-3 EXHIBIT A DESCRIPTION OF LEASED PROPERTY The land referred to herein is situated in the State of California, County of Santa Clara, City of Palo Alto and described as follows: Initial Leased Property: Rinconada Library (APN: 003-47-020) The Rinconada Library (formerly the Main Library), was designed by Edward Durell Stone, opened in 1958 following a voter approved bond measure that also funded the construction of the Mitchell Park Library. The library is located on Newell Road across from the Palo Alto Art Center. The building is 28,716 square feet, including a 5,000 square foot basement. This library has the largest collection in the system, including the principal reference collection and the archives of the Palo Alto Historical Association. It serves primarily adults and teens and has a very small children's collection. While the building has received small remodels over the years, it needed a total renovation to bring it up to current codes and standards and to provide needed spaces to accommodate needs of its users. In 2014, over $21.7 million renovation occurred that was funded by a voter approved $76 million General Obligation bonds. The renovation brought the building to current codes and standard and included significant seismic improvements. A new wing was build off of south entrance with meeting room seating 100, added were additional restrooms, four small group study rooms off the ends of the reading room, a dedicated room for teens, upgraded lighting and electrical systems to support use of technology, new mechanical systems, including radiant heating and cooling system in the floor, and new carpet and paint. The library project area has approximately 175 trees, of these, over two dozen trees were removed and/or relocated with an equal number of new trees being planted. Some of the trees on the site were removed due to poor health or due to conflicts with other neighboring trees, others conflicted with the new geothermal wells and piping while others were removed to accommodate the project site improvements. Leased Property Upon Final Completion: California Avenue Parking Garage (APN: 124-33-059) The California Avenue Parking Garage is part of the City Council Infrastructure Plan. Construction of the garage is a key step in the delivery of a new Public Safety Building (PSB). The PSB will be built on the adjacent property at 250 Sherman Avenue that currently provides approximately 150 public parking stalls. The proposed parking garage, at 350 Sherman Avenue, will be located on the City's existing surface Parking Lot C-7. The parking garage will be four levels above grade and two stories below grade, with 636 public parking spaces serving the needs of the California Avenue business district. The new garage will replace existing stalls at the two locations and provide approximately 310 new parking stalls to the California Avenue business district. The parking structure will fill its site to nearly the property lines and utilize strategies such as a signature exterior grand staircase and landscaped setback (on Birch Street), a widened sidewalk (on Ash Street), and a partial -block pedestrian arcade leading to a mid - block paseo (on Jacaranda Lane) to provide appropriately scaled site amenities. Construction D-4 will involve a cut-off wall to limit groundwater impact, cast -in -place post -tensioned structural concrete, and provisions for an integrated solar canopy. The height of the California Avenue Parking Garage will be approximately 491-0" above sidewalk level to the top of roof -mounted photovoltaic (PV) panels. As a public -serving amenity, the garage's key design imperatives include ease of wayfinding, generosity toward the pedestrian environment, and a perimeter skin that offers an appropriate visual character when viewed by its neighbors D-4 Attachment A-3 TRUST AGREEMENT Dated as of [ ] 1, 2018 by and among U.S. BANK NATIONAL ASSOCIATION, as Trustee, PALO ALTO PUBLIC IMPROVEMENT CORPORATION and the CITY OF PALO ALTO Relating to $[ ] City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) TABLE OF CONTENTS TRUST AGREEMENT ARTICLE I: DEFINITIONS: Section 1.01. Definitions. 2 Section 1.02. Authorization 9 ARTICLE II: THE CERTIFICATES OF PARTICIPATION: Section 2.01. Authorization 10 Section 2.02. Date. 10 Section 2.03. Maturities; Interest Rates. 10 Section 2.04. Form of Certificates; Interest. 11 Section 2.05. Form. 11 Section 2.06. Execution 11 Section 2.07. Transfer and Exchange. 11 Section 2.08. Certificates Mutilated, Lost, Destroyed or Stolen 11 Section 2.09. Payment 12 Section 2.10. Execution of Documents and Proof of Ownership. 12 Section 2.11. Registration Books. 13 Section 2.12. Use of Depository 13 ARTICLE III: DISPOSITION OF PROCEEDS;': COSTS OF ISSUANCE FUND AND CONSTRUCTION FUND: Section 3.01. Application of Proceeds 16 Section 3.02. Costs of Issuance Fund. 16 Section 3.03. Golf Course Construction Fund. 16 ARTICLE IV: PREPAYMENT OF CERTIFICATES: Section 4.01. Prepayment 16 Section 4.02. Selection of Certificates for Prepayment. 18 Section 4.03. Notice of Prepayment. 18 Section 4.04. Partial Prepayment of Certificate 19 Section 4.05. Effect of Notice of Prepayment. 19 ARTICLE V: LEASE PAYMENTS; LEASE PAYMENT FUND: Section 5.01. Assignment of Rights in Lease Agreement. 20 Section 5.02. Establishment of Lease Payment Fund. 20 Section 5.03. Deposits. 20 Section 5.04. Application of Moneys. 20 Section 5.05. Surplus 20 ARTICLE VI: INSURANCE AND CONDEMNATION FUND: INSURANCE; EMINENT DOMAIN: Section 6.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award. 21 Section 6.02. Application of Net Proceeds of Eminent Domain Award. 21 -i- Section 6.03. Cooperation. 22 ARTICLE VII: MONEYS IN FUNDS: Section 7.01. Held in Trust 23 Section 7.02. Investments Authorized 23 Section 7.03. Accounting 23 Section 7.04. Allocation of Earnings. 23 Section 7.05. Acquisition, Disposition and Valuation of Investments. 23 Section 7.06. Commingling of Investment Securities and Disposition of Investments. 23 ARTICLE VIII: THE TRUSTEE: Section 8.01. Compensation of the Trustee 25 Section 8.02. Removal of Trustee. 25 Section 8.03. Appointment of Agent. 25 Section 8.04. Merger or Consolidation. 25 Section 8.05. Protection and Rights of the Trustee. 26 ARTICLE IX: MODIFICATION OR AMENDMENT OF AGREEMENT: Section 9.01. Amendments Permitted. 29 Section 9.02. Procedure for Amendment with Written Consent of Certificate Owners 29 Section 9.03. Disqualified Certificates 30 Section 9.04. Effect of Supplemental Agreement 30 Section 9.05. Endorsement or Replacement of Certificates Delivered After Amendments 31 Section 9.06. Amendatory Endorsement of Certificates. 31 ARTICLE X: COVENANTS; NOTICES': Section 10.01. Compliance With and Enforcement of Lease Agreement. 32 Section 10.02. Prosecution and Defense of Suits 32 Section 10.03. Recordation and Filing. 32 Section 10.05. Continuing Disclosure 32 Section 10.06. Further Assurances. 33 ARTICLE XI: LIMITATION OF LIABILITY: Section 11.01. Limited Liability of City. 34 Section 11.02. No Liability for Trustee Performance 34 Section 11.03. Indemnification. 34 Section 11.04. Opinion of Counsel 34 Section 11.05. Limitation of Rights to Parties and Certificate Owners. 34 ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS: Section 12.01. Assignment of Rights 35 Section 12.02. Remedies. 35 Section 12.03. Application of Funds. 35 Section 12.04. Institution of Legal Proceedings. 35 Section 12.05. Non -waiver. 36 Section 12.06. Remedies Not Exclusive 36 Section 12.07. Power of Trustee to Control Proceedings. 36 Section 12.08. Limitation on Certificate Owners' Right to Sue. 36 ARTICLE XIII: DEFEASANCE: Section 13.01. Discharge of Trust Agreement. 38 Section 13.02. Discharge of Liability on Certificates. 38 Section 13.03. Deposit of Money or Securities with Trustee. 39 Section 13.04. Payment of Certificates After Discharge of Trust Agreement. 39 ARTICLE XIV: MISCELLANEOUS: Section 14.01. Records. 41 Section 14.02. Notices. 41 Section 14.03. Governing Law 41 Section 14.04. Binding Effect; Successors 41 Section 14.05. Execution in Counterparts. 41 Section 14.06. Destruction of Cancelled Certificates. 42 Section 14.07. Headings. 42 Section 14.08. Waiver of Notice 42 Section 14.09. Separability of Invalid Provisions 42 EXHIBIT A FORM OF 2018 CERTIFICATE OF PARTICIPATION ..........A-1 TRUST AGREEMENT THIS TRUST AGREEMENT is dated as of [ ] 1, 2018, by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Trustee"), the PALO ALTO PUBLIC IMPROVEMENT CORPORATION, a nonprofit public benefit corporation duly formed, organized operating and acting pursuant to the laws of the State of California (the "Corporation"), and the CITY OF PALO ALTO, a chartered municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"). RECITALS WHEREAS, the City desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue (the "California Avenue Parking Garage"); WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"); WHEREAS, the City has concurrently leased a City asset, initially the Rinconada Library, as more particularly described in Exhibit B of the Lease Agreement (defined below) (the "Leased Property") to the Corporation under a Property Lease, dated as of [ ] 1, 2018, by and between the City, as Lessor, and the Corporation, as Lessee (the "Property Lease"), and the Corporation has leased the Leased Property back to the City under a Lease Agreement, dated as of [ ] 1, 2018, by and between the City, as lessee and the Corporation, as lessor (the "Lease Agreement"), in consideration of the payment by the City of semi-annual lease payments; and WHEREAS, the Corporation has assigned its right to receive such lease payments to U.S. Bank National Association, as trustee, pursuant to an Assignment Agreement (the "Assignment Agreement"), dated as of [ ] 1, 2018, by and between the Corporation and the Trustee, and in consideration of such assignment the Trustee will execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in such lease payments, in accordance with this Trust Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes of this Trust Agreement, have the meanings herein specified. In addition, any terms defined in the Lease Agreement and not otherwise defined herein shall have the respective meanings given such terms in the Lease Agreement. "Assignment Agreement" means the Assignment Agreement, dated as of [ ] 1, 2018, by and between the Corporation and the Trustee, together with any duly authorized and executed amendments thereto. "Bond Counsel" means any attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is exempt from federal income taxation pursuant to Section 103 of the Code. "Business Day" means a day of the week on which the Trustee is not required or authorized to remain closed and on which the New York Stock Exchange is open. "California Avenue Parking Garage" means the parking garage to be located at 350 Sherman Avenue. "Certificates" means the $[ ] aggregate principal amount of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage), to be executed and delivered pursuant hereto. "City" means the City of Palo Alto, a chartered municipal corporation duly organized and existing under the Constitution and the laws of the State. "City Representative" means the City Manager, the Assistant City Manager or the Administrative Services Director of the City or any other person authorized by resolution of the City Council to act on behalf of the City under or with respect to this Trust Agreement and the Lease Agreement. "Closing Date" means the date upon which there is an exchange of the Certificates for the proceeds representing the purchase of the Certificates by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the date of delivery of the Lease Agreement or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of delivery of the Lease Agreement, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Corporation Representative" means the President, Vice President, Treasurer or Executive Director of the Corporation, or any other person authorized by resolution of the -2- Corporation to act on behalf of the Corporation under or with respect to this Trust Agreement and the Lease Agreement. "Corporation" means the Palo Alto Public Improvement Corporation, a nonprofit public benefit corporation duly formed, organized, operating and existing under the laws of the State, and its successors and assigns. "Corporate Trust Office" means the corporate trust office of the Trustee in San Francisco, California, or such other or additional offices as the Trustee may designate in writing to the Corporation from time to time as the corporate trust office for purposes of this Trust Agreement, except that with respect to presentation of Certificates for payment or for registration of transfer and exchange thereof, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the City or the Corporation relating to the execution, sale and delivery of the Certificates, including but not limited to settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee, financing discounts, legal fees and charges, bond insurance or title, insurance fees and charges, financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping of the Certificates and charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.02 hereof. "Counsel" means any attorney at law or law firm (who or which may be counsel for the City, the Trustee or the Corporation). "Event of Default" means an event of default under the Lease Agreement, as defined in Section 9.1 thereof. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. -3- "Federal Securities" means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any department, agency or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America. "Fiscal Year" means each twelve-month period beginning on July 1 of any year and ending on June 30 of the succeeding year, or any other twelve-month period hereafter adopted by the City as its official fiscal year period. "Independent Counsel" means an attorney duly admitted to the practice of law before the highest court of the state in which such attorney maintains an office and who is not an employee of the Corporation, the Trustee or the City. "Insurance and Condemnation Fund" means the fund by that name established and held by the Trustee pursuant to Section 6.01. "Investment Securities" means any of the following which at the time of investment are legal investments under the laws of the State of California for trust funds held by the Trustee (the Trustee is entitled to rely upon any investment direction of the City as a certification that such investment constitutes an Investment Security): 1. Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to payments of principal and interest by the United States of America, including (in the case of direct and general obligations of the United States of America) evidences of direct ownership of proportionate interests in future interest or principal payments of such obligations. Investments in such proportionate interests must be limited to circumstances wherein (a) a bank or trust company acts as custodian and holds the underlying United States obligations; (b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying United States obligations; and (c) the underlying United States obligations are held in safekeeping in a special account, segregated from the custodian's general assets, and are not available to satisfy any claim of he custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated. The obligations described in this paragraph are hereinafter called "United States Obligations". 2. Obligations issued or guaranteed by the following instrumentalities or agencies: (a) Federal Home Loan Banks; (b) Government National Mortgage Association; -4- (c) Farmers Home Administration; (d) Federal Home Loan Mortgage Corporation; (e) Federal Housing Administration; and (f) Federal National Mortgage Association. 3. Direct and general long-term obligations of any state or commonwealth of the United States, to the payment of which the full faith and credit of the state or commonwealth is pledged and that are rated "Aaa" by Moody's and "AAA" by S&P. 4. Direct and general short-term obligations of any state or commonwealth, to the payment of which the full faith and credit of the state or commonwealth is pledged and that are rated in the highest rating category by Moody's and S&P. 5. Interest -bearing demand or time deposits issued by state banks or trust companies or national banking associations that are members of the Federal Deposit Insurance Corporation (FDIC). These deposits must be continuously and fully insured by FDIC and be with banks whose debt is rated at least P-1 or Aa by Moody's and at least A-1+ or AA by S&P. 6. Repurchase agreements, the maturities of which are 30 days or less, or are due on demand, entered into with financial institutions such as banks or trust companies organized under state law or national banking associations, insurance companies, or government bond dealers reporting to, trading with, and recognized as a primary dealer by, the Federal Reserve Bank of New York and a member of the Security Investors Protection Corporation or with a dealer or parent holding company, in each such case the debt of which is rated at least "A" or "P-1" by Moody's and S&P. Such repurchase agreements shall be in respect of United States Obligations and (except repurchase agreements with institutions whose debt or commercial paper is rated "Aaa" or "P-1" by Moody's and S&P) shall be collateralized by United States Obligations, and the provisions of the repurchase agreement shall meet the following additional criteria: (i) the Trustee (who shall not be the provider of the collateral) or a third party acting solely as agent for the Trustee has possession of the United States Obligations; (ii) failure to maintain the requisite collateral levels will require the Trustee to liquidate the United States Obligations immediately; (iii) the Trustee has a perfected, first priority security interest in the United States Obligations; and (iv) the United States Obligations are free and clear of third -party liens, and in the case of an SIPC broker, were not acquired pursuant to a repurchase or reverse repurchase agreement. 7. Pre -refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's and meeting the following conditions: -5- (a) the municipal obligations are (i) not to be redeemed prior to maturity or the Trustee has been given irrevocable instructions concerning their calling and redemption and (ii) the issuer has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash or United States Obligations that may be applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal of and interest on the United States Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities on the municipal obligations; (d) the United States Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; and (e) the United States Obligations (plus any cash in the escrow fund) are not available to satisfy any other claims, including those against the trustee or escrow agent. 8. Prime commercial paper of a United States corporation, finance company or banking institution if such commercial paper is rated at least "P1" by Moody's and at least "A-1+" by S&P and if such commercial paper is stated to mature in not more than 270 days. 9. Shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or shares in a regulated investment company (as defined in Section 851 (a) of the Internal Revenue Code of 1986, as amended) that is a money market fund that has been rated in the highest rating category by S&P. 10. The Local Agency Investment Fund maintained by the Treasurer of the State ("LAIF") to the extent deposits and withdrawals may be made by the Trustee in its own name. 11. Banker's acceptances drawn on and accepted by commercial banks (including the Trustee and any affiliate of the Trustee) having a combined unencumbered capital, surplus and retained earnings of not less than $30,000,000 and whose notes or commercial paper are rated in the highest rating category by Moody's (if the Certificates are then rated by Moody's) and S&P (if the Certificates are then rated by S&P). 12. Money market funds restricted to obligations issued or guaranteed as to payment of principal and interest by the full faith and credit of the United States of America, including such funds for which the Trustee or an affiliate acts as investment -6- advisor or provides other services, which are rated in the highest rating category by S&P. 13. Investment Agreements which are approved in writing by Moody's and S&P. 14. Shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended; i.e., the California Arbitrage Management Program (CAMP). "Lease Agreement" means the Lease Agreement dated as of [ ] 1, 2018, by and between the Corporation as lessor and the City as lessee, together with any further duly authorized and executed amendments thereto. "Lease Default Event" means any of the events specified in Section 9.1 of the Lease Agreement. "Lease Payments" means all payments required to be paid by the City pursuant to Section 4.3 of the Lease Agreement, including any prepayment thereof pursuant to Article X of the Lease Agreement. "Lease Payment Fund" means the fund by that name established and held by the Trustee pursuant to Section 5.02. "Lease Term" means the period during which the Lease is in effect as specified in the Lease Agreement. "Moody's" means Moody's Investors Service, of New York, New York, or its successors. "Net Proceeds" means any insurance proceeds or condemnation award in excess of $50,000, paid with respect to the Leased Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof. "Original Purchaser" means [ ], as original purchaser of the Certificates upon their delivery by the Trustee on the Closing Date. "Outstanding", when used as of any particular time with reference to Certificates, means (subject to the provisions of Section 9.03) all Certificates theretofore, or thereupon being, executed and delivered by the Trustee under this Trust Agreement except (1) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Certificates with respect to which all liability of the City shall have been discharged in accordance with Section 13.02, including Certificates (or portions of Certificates) referred to in Section 13.04; and (3) Certificates for the transfer or exchange of or in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Trustee pursuant to this Trust Agreement. -7- "Owner" or "Certificate Owner", when used with respect to a Certificate means the person in whose name the ownership of such Certificate shall be registered. "Parking Garage Costs" means all costs of payment of, or reimbursement for, design, acquisition, construction, installation and equipping of the California Avenue Parking Garage, including but not limited to, architect and engineering fees, construction contractor payments, costs of feasibility and other reports, inspection costs, performance bond premiums and permit fees, and includes Costs of Issuance not paid out of the Costs of Issuance Fund. "Parking Garage Construction Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.03 hereof. "Payment Date" means (i) with respect to the interest component of the Lease Payments payable to the Owners of the Certificates, May 1, 2019, and the first day of each May and November thereafter so long as any Certificates are Outstanding hereunder, and (ii) with respect to the principal of the Certificates, November 1, 2019 and each November 1 thereafter so long as the Certificates are Outstanding, terminating November 1, [ ]. "Principal Amount" means the total unpaid principal component of the Lease Payments due under Section 4.3 of the Lease Agreement. "Rating Category" means any generic rating category of Moody's or S&P, without regard to any refinement of such category by plus or minus sign or by numerical or other qualifying designation. "Record Date" means the close of business on the fifteenth day of the month preceding each Payment Date, whether or not such fifteenth day is a Business Day. "Registration Books" means the records maintained by the Trustee pursuant to Section 2.11 for registration and transfer of ownership of the Certificates. "Regulations" means temporary and permanent regulations promulgated under the Code. "S&P" means Standard & Poor's Corporation, of New York, New York, or its successors. "State" means the State of California. "Term of the Lease Agreement" means the time during which the Lease Agreement is in effect, as provided in Section 4.2 of the Lease Agreement. "Trust Agreement" or "Agreement" means this Trust Agreement, together with any amendments or supplements hereto permitted to be made hereunder. "Trustee" means U.S. Bank National Association, a national banking association organized under the laws of the United States of America or any successor thereto acting as Trustee pursuant to this Trust Agreement. -8- "Written Request of the Corporation" means an instrument in writing signed by the Corporation Representative. "Written Request of the City" means an instrument in writing signed by the City Representative. Section 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Agreement, and has taken all actions necessary to authorize the execution of this Agreement by the officers and persons signing it. -9- ARTICLE II THE CERTIFICATES OF PARTICIPATION Section 2.01. Authorization. The Trustee is hereby authorized and directed to register, execute and deliver to the Original Purchaser the City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) in an aggregate principal amount of [ ] Dollars ($[ ]) evidencing undivided fractional interests in the Lease Payments. Section 2.02. Date. Each Certificate shall be dated as of the date of its execution (except that each Certificate delivered to the Original Purchaser shall be dated the Closing Date), and interest with respect thereto shall be payable from the Payment Date next preceding the date of execution thereof, unless: (i) it is executed as of a Payment Date, in which event interest represented thereby shall be payable from such Payment Date; or (ii) it is executed after a Record Date and before the following Payment Date, in which event interest represented thereby shall be payable from such Payment Date; or (iii) it is executed on or before the Record Date immediately preceding the first Payment Date, in which event interest represented thereby shall be payable from the Closing Date; provided, however, that if, as of the date of any Certificate, interest represented by such Certificate is in default, interest represented by such Certificate shall be payable from the Payment Date to which interest represented thereby has previously been paid or made available for payment. Section 2.03. Maturities; Interest Rates. The Certificates shall mature on November 1, as follows: Year Amount Interest Rate [ ] $[ ] [ ]% [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ 1 [ ] [ ] [ 1 [ ] [ ] [ 1 [ ] [ ] [ 1 [ ] [ ] [ 1 [ ] [ ] [ 1 [ ] [ ] [ 1 [ ] [ ]T [ 1 [ ] [ ]T [ ] [ ] [ ]T [ ] [ ] T: Term Certificate -10- Section 2.04. Form of Certificates; Interest. The Certificates shall be delivered in the form of fully registered Certificates without coupons in the denomination of $5,000 or any integral multiple thereof, except that no Certificate may have principal maturing in more than one year. The Certificates shall be assigned such alphabetical and numerical designation as shall be designated by the Trustee. Interest represented by the Certificates shall be payable on each Payment Date to and including the date of maturity or prepayment, whichever is earlier, as provided in Section 2.09. Said interest shall represent the portion of Lease Payments designated as interest and coming due during the Rental Period (as defined in the Lease Agreement) preceding each Payment Date. The proportionate share of the portion of Lease Payments designated as interest represented by any Certificate shall be computed by multiplying the portion of Lease Payments designated as principal represented by such Certificate by the rate of interest applicable to such Certificate (on the basis of a 360 -day year of twelve 30 -day months). Section 2.05. Form. The Certificates shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein. Section 2.06. Execution. The Certificates shall be executed by and in the name of the Trustee by the manual signature of an authorized officer of the Trustee. If any officer whose signature appears on any Certificate ceases to be such officer before the date of delivery of such Certificate, such signature shall nevertheless be as effective as if the officer had remained in office until such date. Any Certificate may be executed on behalf of the Trustee by such person as at the actual date of the execution of such Certificate shall be the proper officer of the Trustee. Section 2.07. Transfer and Exchange. (a) Transfer of Certificates. The registration of any Certificate may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Certificate for cancellation at the Corporate Trust Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Certificate or Certificates shall be surrendered for registration of transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same maturity and aggregate principal amount of the same series, in any authorized denominations. (b) Exchange of Certificates. Certificates may be exchanged at the Corporate Trust Office of the Trustee, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity and the same series. The City shall pay any costs of the Trustee incurred in connection with such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Section 2.08. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner of said Certificate, shall execute and deliver a new Certificate of like tenor and maturity in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it and redelivered to, or upon the order of, the City. If any Certificate shall be lost, destroyed or stolen, -11- evidence of such loss, destruction or theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and, if an indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like tenor and maturity and numbered as the Trustee shall determine in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment of an appropriate fee for each new Certificate delivered under this Section 2.08 and of the expenses which may be incurred by the Trustee in carrying out the duties under this Section 2.08. Any Certificate executed and delivered under the provisions of this Section 2.08 in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Agreement with all other Certificates secured by this Agreement. The Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section 2.08, in lieu of delivering a new Certificate in exchange for a Certificate which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Certificate upon receipt of indemnity satisfactory to the Trustee. Section 2.09. Payment. Payment of interest due with respect to any Certificate on any Payment Date shall be made to the person appearing on the Registration Books as the Owner thereof as of the Record Date immediately preceding such Payment Date, such interest to be paid by check mailed to such Owner at his address as it appears on the Registration Books or at such other address as he may have filed with the Trustee for that purpose, or upon written request filed with the Trustee prior to the Record Date by an owner of at least $1,000,000 in aggregate principal amount of the Certificates, by wire transfer in immediately available funds to an account in the United States designated by such Owner in such written request. The principal, interest and prepayment price represented by the Certificates at maturity or upon prior prepayment shall be payable in lawful money of the United States of America upon surrender at the Corporate Trust Office of the Trustee. Section 2.10. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Certificates shall be sufficient for any purpose of this Agreement (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which shall be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a -12- corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority. (b) The fact of the ownership of Certificates by any person and the amount, the maturity and the numbers of such Certificates and the date of his holding the same shall be proved by the Registration Books. Nothing contained in this Article II shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Certificate shall bind every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee in pursuance of such request or consent. Section 2.11. Registration Books. The Trustee shall keep or cause to be kept, at its Corporate Trust Office, sufficient records for the registration and registration of transfer of the Certificates, which shall at all times be open to inspection by the City and the Corporation; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books, Certificates as hereinbefore provided. Section 2.12. Use of Depository. Notwithstanding any provision of this Trust Agreement to the contrary: (a) The Certificates shall be initially executed and registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, the depository designated by the Original Purchaser, and shall be evidenced by one Certificate maturing on each of the maturity dates set forth in Section 2.03 of this Trust Agreement to be in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Certificates, or any portions thereof, may not thereafter be transferred except: (1) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to clause (2) of this subsection (a) (substitute depository"); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (2) to any substitute depository not objected to by the City or the Trustee, upon (i) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (ii) a determination by the City that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or -13- (3) to any person as provided below, upon (i) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (ii) a determination by the City that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the City and the Trustee can be obtained. (b) In the case of any transfer pursuant to clause (1) or clause (2) of Section 2.12(a) hereof, upon receipt of all outstanding Certificates by the Trustee, together with a Written Request of the City to the Trustee, a single new Certificate shall be executed and delivered for each maturity of such Certificate then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Written Request of the City. In the case of any transfer pursuant to clause (3) of Section 2.12(a) hereof, upon receipt of all outstanding Certificates by the Trustee together with a Written Request of the City, new Certificates shall be executed and delivered in such denominations and registered in the names of such persons as are requested in a Written Request of the City provided the Trustee shall not be required to deliver such new Certificates within a period less than 60 days from the date of receipt of such a Written Request of the City. (c) In the case of partial prepayment or an advance refunding of any Certificates evidencing all of the principal maturing in a particular year, The Depository Trust Company shall deliver the Certificates to the Trustee for cancellation and re -registration to reflect the amounts of such reduction in principal. (d) The City and the Trustee shall be entitled to treat the person in whose name any Certificate is registered as the absolute Owner thereof for all purposes of this Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the City; and the City and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the Certificates. Neither the City nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any Certificate. (e) So long as all outstanding Certificates are registered in the name of Cede & Co. or its registered assign, the City and the Trustee shall reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the principal of and prepayment premium, if any, and interest on the Certificates by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (f) So long as all outstanding Certificates are registered in the name of Cede & Co. or its registered assign (hereinafter, for purposes of this subjection (f), the "Owner"): (1) All notices and payments addressed to the Owners shall contain the Certificates' CUSIP number. -14- (2) Notices to the Owner shall be forwarded by hand delivery (with receipt) or overnight courier to: U.S. Bank National Association Attn: Global Corporate Trust Services One California Street, Suite 1000 San Francisco, CA 94111 Fax: 415-677-3768 (3) Payments of interest with respect to the Certificates shall be made payable to the order of "Cede & Co." and shall be delivered to the order of the Owner, in same day funds on each applicable May 1 and November 1. Such payments shall be addressed to the Corporate Trust Office of the Trustee. (4) Payments of the principal on the Certificates shall be received by the Owner, in same day funds on each applicable November 1. Payments of the principal shall be made payable to Cede & Co., and shall be addressed to the Corporate Trust Office of the Trustee. (5) The Owner may request payments of interest or principal to be made other than as described in Section 2.12(f)(3) and Section 2.12(f)(4) above as requested by such Owner, and the Trustee and the City shall reasonably cooperate with respect to the provision for such payment to the extent otherwise permitted under this Trust Agreement. (6) The Owner may direct the Trustee in writing to use any other address or department as the address or department to which payments of the interest or principal or notices may be sent. (7) The Owner shall in writing provide the Trustee with examples of signatures of those authorized to act on its behalf, which shall be subject to change and the Trustee shall accept direction in writing from such persons or their designated successors on behalf of the registered Certificate. (g) Reference is hereby made to the Letter of Representations directed to the Depository Trust Company and executed by the City, providing for certain actions by the City and the Trustee under specified circumstances; in the event of conflict between the provisions of this Trust Agreement and said Letter of Representations, the latter shall control. ARTICLE III DISPOSITION OF PROCEEDS; COSTS OF ISSUANCE FUND AND CONSTRUCTION FUNDS -15- Section 3.01. Application of Proceeds. The proceeds received by the Trustee from the sale of the Certificates in the amount of $[ ] (being an amount equal to the principal amount of the Certificates ($[ 1), [plus/less a net original issue premium/discount of $ ] less an underwriter's discount of $[ ]), shall forthwith be set aside by the Trustee in the following respective funds: (a) The Trustee shall deposit an amount equal to $[ ] in the Costs of Issuance Fund; and (b) The Trustee shall deposit an amount equal to $[ ] in the Parking Garage Construction Fund. Section 3.02. Costs of Issuance Fund. The Trustee shall establish a special fund designated as the "Costs of Issuance Fund"; shall keep such fund separate and apart from all other funds and moneys held by it; and shall administer such fund as provided herein. There shall be deposited in the Costs of Issuance Fund the proceeds of the Certificates deposited therein pursuant to Section 3.01(a), and any other funds from time to time deposited by the Trustee for such purpose. The moneys in the Costs of Issuance Fund shall be disbursed to pay the Costs of Issuance from time to time upon the receipt of Written Requests of the City setting forth the amounts to be disbursed for payment or reimbursement of Costs of Issuance and the name and address of the person or persons to whom said amounts are to be disbursed, stating that the amounts to be disbursed are for Costs of Issuance properly chargeable to the Costs of Issuance Fund. Any amounts remaining in the Costs of Issuance Fund on the date one hundred and twenty (120) days after the Closing Date shall be withdrawn therefrom by the Trustee and transferred to the Lease Payment Fund. Section 3.03. Parking GarageConstruction Fund. The Trustee shall establish and maintain a fund to be known as the "Parking Garage Construction Fund". The Trustee shall disburse moneys in the Parking Garage Construction Fund from time to time, for the purpose of paying the Parking Garage Costs. Each such disbursement shall be documented by a requisition which shall: (a) identify the total amount of such costs to be paid pursuant to such requisition, including all items of cost in such detail as may be available to the City; and (b) state with respect to such disbursement (i) the requisition number, in sequential order, (ii) the amount to be disbursed for payment of such costs, and (iii) that each item of cost identified therein has been properly incurred, constitutes payment of a Parking Garage Cost and has not been the basis of any previous disbursement. Upon completion of the California Avenue Parking Garage and following payment of all Parking Garage Costs, the Parking Garage Construction Fund shall be closed and transferred to the Lease Payment Fund. ARTICLE IV PREPAYMENT OF CERTIFICATES Section 4.01. Prepayment. (A) Prepayment of the Certificates. (1) Optional Prepayment of the Certificates. The Certificates maturing on or before November 1, [ ] are not subject to optional prepayment prior to their respective stated -16- maturities. The Certificates maturing on or after November 1, [ ], are subject to prepayment prior to their respective stated maturities, at the option of the City, in whole, or in part among maturities on such basis as designated by the City and by lot within any one maturity, on any date on or after November 1, [ ] from prepayments of the Lease Payments made pursuant to Section 10.2 of the Lease Agreement, at a prepayment price equal to the principal amount of the Certificates or portions thereof to be prepaid, together with accrued interest to the date fixed for prepayment, without premium. (2) Mandatory Sinking Fund Prepayments of the Certificates. The Certificates maturing on November 1 in each of the years [ ], [ ], and [ ], are subject to mandatory sinking fund prepayment prior to their respective stated maturities, in the amounts and years set forth below, at the prepayment price equal to the principal amount thereof to be prepaid, together with accrued interest to the date fixed for prepayment. Certificates Maturing November 1, [ ] Sinking Fund Prepayment Date (November 1) Sinking Payments [ ] $[ ] [ ] [ ] [ ] [ ] [ 1 [ ] [ ] [ ] [ ] (maturity) [ ] Certificates Maturing November 1, 1 ] Sinking Fund Prepayment Date (November 1) Sinking Payments [ ] S[ 1 [ ] [ 1 [ ] [ ] [ ] [ 1 [ ] [ 1 [ ] (maturity) [ ] -17- Certificates Maturing November 1, [ ] Sinking Fund Prepayment Date (November 1) [ ] [ 1 [ 1 [ ] [ ] [ 1 [ ] (maturity) Sinking Payments (B) Prepayment From Net Proceeds of Insurance and Condemnation. The Certificates are also subject to prepayment on any date, in whole or in part, from the Net Proceeds of insurance or condemnation with respect to the Leased Property, which Net Proceeds are deposited in the Lease Payment Fund and credited towards the prepayment of the Lease Payments made by the City pursuant to Section 10.3 of the Lease Agreement, at a prepayment price equal to the principal amount of the Certificates to be prepaid, together with accrued interest to the date fixed for prepayment, without premium. Section 4.02. Selection of Certificates for Prepayment. Whenever provision is made in this Agreement for the prepayment of Certificates and less than all Outstanding Certificates are called for prepayment, the Trustee shall select Certificates for prepayment from the Outstanding Certificates not previously called for prepayment, among maturities in integral multiples of $5,000 and by lot within a maturity in any manner deemed appropriate by the Trustee. For the purposes of such selection, Certificates shall be deemed to be composed of $5,000 portions, and any such portion may be separately prepaid. The Trustee shall promptly notify the City and the Corporation in writing of the Certificates so selected for prepayment. Section 4.03. Notice of Prepayment. When prepayment is authorized or required pursuant to Section 4.01, the Trustee shall give notice of the prepayment of the Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be prepaid, (b) the date of prepayment, (c) the place or places where the prepayment will be made, and (d) that the City has the right to issue a conditional redemption notice to the effect that the redemption is conditioned upon receipt of sufficient funds to accomplish the redemption and to rescind the notice as provided below. Such notice shall further state that on the specified date there shall become due and payable upon each Certificate, the principal and premium, if any, together with interest accrued to said date, and that from and after such date interest represented thereby shall cease to accrue and be payable. Notice of such prepayment shall be mailed by first class mail to the respective Owners of Certificates designated for prepayment at their addresses appearing on the Registration Books, at least thirty (30) days but not more than forty-five (45) days prior to the prepayment date, which notice shall, in addition to setting forth the above information, set forth, in the case of each Certificate called only in part, the portion of the principal thereof which is to be prepaid; -18- provided that neither failure to receive such notice so mailed nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the prepayment of such Certificates. The City has the right to rescind any notice of the optional prepayment of Certificates under Section 4.01(A)(1) by written notice to the Trustee on or prior to the date fixed for prepayment. Any notice of optional prepayment shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for prepayment for the payment in full of the Certificates then called for prepayment, and such cancellation shall not constitute an Event of Default. The City and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of prepayment. The Trustee shall mail notice of such rescission of prepayment to the respective Owners of the Certificates designated for prepayment at their respective addresses appearing on the Registration Books, and to the Depository Trust Company and the Municipal Securities Rulemaking Board. Section 4.04. Partial Prepayment of Certificate. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the City, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and the same maturity. Section 4.05. Effect of Notice of Prepayment. Notice having been given as aforesaid, and moneys for the prepayment (including the interest to the applicable date of prepayment and including any applicable premium), having been set aside in the Lease Payment Fund, the Certificates shall become due and payable on said date of prepayment, and, upon presentation and surrender thereof at the Corporate Trust Office of the Trustee, said Certificates shall be paid at the unpaid principal amount (or applicable portion thereof) with respect thereto, plus interest accrued and unpaid to said date of prepayment. If, on said date of prepayment, moneys for the prepayment of all the Certificates to be prepaid, together with interest to said date of prepayment, shall be held by the Trustee so as to be available therefor on such date of prepayment, and, if notice of prepayment thereof shall have been given as aforesaid, then, from and after said date of prepayment, interest represented by said Certificates shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the prepayment of Certificates shall be held in trust for the account of the Owners of the Certificates so to be prepaid. All Certificates paid at maturity or prepaid prior to maturity pursuant to the provisions of this Article IV shall be cancelled upon surrender thereof and destroyed. -19- ARTICLE V LEASE PAYMENTS; LEASE PAYMENT FUND Section 5.01. Assignment of Rights in Lease Agreement. The Corporation has in the Assignment Agreement transferred, assigned and set over to the Trustee certain of its rights in the Lease Agreement, including but not limited to all of the Corporation's rights to receive and collect all of the Lease Payments and all other amounts required to be deposited in the Lease Payment Fund pursuant to the Lease Agreement or pursuant hereto. All Lease Payments and such other amounts to which the Corporation may at any time be entitled shall be paid directly to the Trustee, and all of the Lease Payments collected or received by the Corporation shall be deemed to be held and to have been collected or received by the Corporation as the agent of the Trustee, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one Business Day after the receipt thereof, and all such Lease Payments and such other amounts shall be forthwith deposited by the Trustee upon the receipt thereof in the Lease Payment Fund. Section 5.02. Establishment of Lease Payment Fund. The Trustee shall establish a special fund designated as the "Lease Payment Fund". All moneys at any time deposited by the Trustee in the Lease Payment Fund shall be held by the Trustee in trust for the benefit of the Owners of the Certificates. So long as any Certificates are Outstanding, neither the City nor the Corporation shall have any beneficial right or interest in the Lease Payment Fund or the moneys deposited therein, except only as provided in this Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth. Section 5.03. Deposits. There shall be deposited in the Lease Payment Fund all Lease Payments received by the Trustee, including any moneys required to be deposited therein pursuant to the Lease Agreement or pursuant to this Agreement, and including any other moneys required to be credited towards payment of the Lease Payments. Section 5.04. Application of Moneys. All amounts in the Lease Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal, interest and prepayment premiums (if any) with respect to the Certificates as the same shall become due and payable, in accordance with the provisions of Article II and Article IV. Section 5.05. Surplus. Any surplus remaining in the Lease Payment Fund, after prepayment and payment of all Certificates, including premiums and accrued interest (if any) and payment of any applicable fees to the Trustee or provision for such prepayment or payment having been made to the satisfaction of the Trustee, shall be withdrawn by the Trustee and remitted to the City. -20- ARTICLE VI INSURANCE AND CONDEMNATION FUND INSURANCE; EMINENT DOMAIN Section 6.01. Establishment of Insurance and Condemnation Fund; Application of Net Proceeds of Insurance Award. The provisions of this Section are subject to Section 4.02 of the Property Lease. Any Net Proceeds of insurance against accident to or destruction of any structure constituting any part of the Leased Property collected by the City in the event of any such accident or destruction shall be paid to the Trustee by the City pursuant to Section 6.2(a) of the Lease Agreement and deposited by the Trustee promptly upon receipt thereof in a special fund to be established and held by the Trustee, designated as the "Insurance and Condemnation Fund". If the City determines and notifies the Trustee in writing of its determination, within ninety (90) days following the date of such deposit, that the replacement, repair, restoration, modification or improvement of the Leased Property is not economically feasible or in the best interest of the City, then such Net Proceeds shall be promptly transferred by the Trustee to the Lease Payment Fund, and applied to the prepayment of Lease Payments pursuant to Section 4.01(B); provided, that such transfer shall only be made if the amount transferred is sufficient to prepay the principal amount of Certificates attributable to the portion of the Leased Property damaged or destroyed, determined on the basis of the ratio resulting from dividing the cost of the portion of the Leased Property so damaged or destroyed by the total cost of the Leased Property. All Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Leased Property by the City, upon receipt of Written Requests of the City stating with respect to each payment to be made (i) the name and address of the person, firm or corporation to whom payment is due, (ii) the amount to be paid and (iii) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. Any balance of the Net Proceeds remaining after such work has been completed (as evidenced by a Certificate of the City to the Trustee) shall be paid to the City. The preceding sentence notwithstanding, before the remaining Net Proceeds are paid to the City by the Trustee, the City shall deliver to the Trustee a certificate stating that the Leased Property has been replaced, repaired, restored, modified or improved with the Net Proceeds to the extent that the City has full use, occupancy and enjoyment of the Leased Property. Section 6.02. Application of Net Proceeds of Eminent Domain Award. The provisions of this Section are subject to Section 4.02 of the Property Lease. If all or any part of the Leased Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be deposited with the Trustee in the Insurance and Condemnation Fund pursuant to Section 6.2(b) of the Lease Agreement and shall be applied and disbursed by the Trustee as follows: (a) If all of the Leased Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, or -21- if the City has given written notice to the Trustee of its determination that such proceeds are not needed for repair or rehabilitation of the Leased Property, the Trustee shall transfer such proceeds the Lease Payment Fund to be credited towards the prepayments of the Lease Payments required to be paid pursuant to Section 6.2(b) of the Lease Agreement and applied to the prepayment of Certificates in the manner provided in Section 4.01(B). (b) If less than all of the Leased Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Trustee of its determination that such proceeds are needed for repair, rehabilitation or replacement of the Leased Property, the Trustee shall pay to the City, or to its order, from said proceeds such amounts as the City may expend for such repair or rehabilitation, upon the filing of Written Requests of the City in the form and containing the provisions set forth in Section 6.01. Section 6.03. Cooperation. The Corporation and the Trustee shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy maintained pursuant to Article V of the Lease Agreement and, to the extent indemnified to its satisfaction from any liability or expense related thereto, in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Property or any portion thereof. -22- ARTICLE VII MONEYS IN FUNDS Section 7.01. Held in Trust. The moneys and investments held by the Trustee under this Trust Agreement are irrevocably held in trust for the Certificates, and for the purposes herein specified, and such moneys shall be expended only as provided in this Trust Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of (i) the City, (ii) the Trustee, (iii) the Corporation or (iv) the Owner of Certificates. Section 7.02. Investments Authorized. All moneys in any of the funds established pursuant to this Trust Agreement shall be invested by the Trustee, upon Written Request of the City, solely in Investment Securities. In the absence of any Written Request of the City directing investments, the Trustee shall invest in Investment Securities described in (12) of the definition thereof. Investment Securities shall be purchased at Fair Market Value, provided the Trustee shall not be responsible to determine Fair Market Value. Moneys in all funds shall be invested in Investment Securities maturing not later than five (5) years from the date said investment is made. Section 7.03. Accounting. The Trustee shall furnish to the City, not less than monthly, an accounting (which may be in the form of the Trustee's regular statement) of all investments made by the Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 7.02. Section 7.04. Allocation of Earnings. Any income, profit or loss on such investments in any of the funds shall be deposited in or charged to the respective funds from which such investments were made. Section 7.05. Acquisition, Disposition and Valuation of Investments. (a) Except as otherwise provided in subsection (b) of this Section, the City covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Trust Agreement, or otherwise containing gross proceeds of the Certificates (within the meaning of section 148 of the Code) will be acquired, disposed of, and valued (as of the date that valuation is required by this Trust Agreement or the Code) at Fair Market Value. Valuation shall occur annually, prior to the adoption of the City's budget. (b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code will be valued at their present value (within the meaning of section 148 of the Code). Section 7.06. Commingling of Investment Securities and Disposition of Investments. Investments in all funds may be commingled for purposes of making, holding or disposing of investments, notwithstanding provisions herein for transfer to or holding in particular funds amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times -23- account for such investments strictly in accordance with the funds to which they are credited and otherwise as provided in this Trust Agreement. The Trustee may act as principal or agent in the making or disposing of any investment. The Trustee may sell, or present for prepayment, any Investment Securities so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Investment Securities is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made pursuant to this Section 7.06. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City will not receive such confirmations to the extent permitted by law. The Trustee will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. The Trustee may make any investments hereunder through its own bond or investment department or trust investment department, or those of its parent or any affiliate. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. -24- ARTICLE VIII THE TRUSTEE Section 8.01. Compensation of the Trustee. The City shall from time to time, as agreed upon between the City and the Trustee, pay to the Trustee reasonable compensation for its services, and shall reimburse the Trustee for all its advances and expenditures, including but not limited to advances to, and fees and expenses of, independent appraisers, accountants, consultants, counsel, agents and attorneys -at -law or other experts employed by it in the exercise and performance of its powers and duties hereunder. Section 8.02. Removal of Trustee. The City and the Corporation may by written agreement between themselves, or the Owners of a majority in aggregate principal amount of all Certificates Outstanding may by written request, at any time and for any reason, remove the Trustee and any successor thereto, and shall thereupon appoint a successor or successors thereto. Any such successor shall be a bank or trust company in good standing, duly authorized to exercise trust powers and subject to examination by federal or State authority having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000). If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. The Trustee may at any time resign by giving written notice to the City and the Corporation and by giving to the Certificate Owners notice by mailing such notice to the registered owners of the Certificates. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the City does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the City shall mail notice thereof to the Certificate Owners at their respective addresses set forth on the Certificate registration books maintained pursuant to Section 2.11. Section 8.03. Appointment of Agent. The Trustee may appoint an agent to exercise any of the powers, rights or remedies granted to the Trustee under this Trust Agreement, and to hold title to property or to take any other action which may be desirable or necessary. Section 8.04. Merger or Consolidation. Any company into which the Trustee may be merged or converted, or with which it may be consolidated, or any company resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 8.02) shall be the successor to the Trustee without -25- the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. Section 8.05. Protection and Rights of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Trust Agreement, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee may consult with counsel, who may be counsel to the Corporation, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. Whenever in the administration of its duties under this Trust Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed), shall be deemed to be conclusively proved and established by the certificate of the City Representative or the Corporation Representative and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Trust Agreement upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may become the Owner of the Certificates with the same rights it would have if it were not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the City with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in principal amount of the Certificates then Outstanding. The recitals, statements and representations by the City and the Corporation contained in this Trust Agreement or in the Certificates shall be taken and construed as made by and on the part of the City and the Corporation, as the case may be, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Trust Agreement or for anything whatever in connection with the funds -26- and accounts established hereunder, except only for its own gross negligence or willful misconduct. The Trustee shall be responsible to perform only those duties specifically set forth herein and no implied duties or obligations shall be read into this Trust Agreement against the Trustee. The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Certificates. The Trustee is authorized and directed to execute in its capacity as Trustee the Assignment Agreement. The Trustee shall not be deemed to have knowledge of an Event of Default hereunder unless it shall have actual knowledge at its Corporate Trust Office. No provision of this Trust Agreement or any other document related hereto shall require the Trustee to risk or advance its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights hereunder. Before taking any action under Article XII hereof the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. The immunities extended to the Trustee also extend to its directors, officers, employees and agents. The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Certificates outstanding relating to the exercise of any right, power or remedy available to the Trustee. The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty. Every provision of this Trust Agreement, the Lease Agreement, the Property Lease and the Assignment Agreement relating to the conduct or liability of the Trustee shall be subject to the provisions of this Trust Agreement, including without limitation, this Article. In acting as Trustee hereunder, the Trustee acts solely in its capacity as Trustee hereunder and not in its individual or personal capacity, and all persons, including without limitation the Owners, the City and the Corporation, having any claim against the Trustee shall look only to the funds and accounts held by the Trustee hereunder for payment, except as otherwise provided herein. Under no circumstances shall the Trustee be liable in its individual or personal capacity for the obligations evidenced by the Certificates. -27- The Trustee makes no representation or warranty, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City or the Corporation of the project or any portion thereof, or any other representation or warranty with respect to the Property or any portion thereof. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with this Trust Agreement, the Lease Agreement or the Property Lease or the existence, furnishing or functioning of the Property or the City's use of the Leased Property. -28- ARTICLE IX MODIFICATION OR AMENDMENT OF AGREEMENT Section 9.01. Amendments Permitted. This Agreement and the rights and obligations of the parties hereto and the Lease Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 9.03, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Certificate, or (2) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of the Lease Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental agreement shall become effective as provided in Section 9.02. This Agreement and the rights and obligations of the parties hereto and the Lease Agreement and the rights and obligations of the respective parties thereto, may be modified or amended at any time by a supplemental agreement, without the consent of any such Owners, but only to the extent permitted by law and only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein or therein so long as such modification or amendment is not inconsistent with any other provision contained herein, (3) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of the portion of Lease Payments designated as and comprising interest and received by owners of the Certificates, (4) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not adversely affect the interests of the Owners of the Certificates or (5) to correct any incorrect property description. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto as the case may be. Section 9.02. Procedure for Amendment with Written Consent of Certificate Owners. This Agreement and the Lease Agreement may be amended by supplemental agreement as provided in this Section 9.02 in the event the consent of the Owners of the Certificates is required pursuant to Section 9.01. A copy of such supplemental agreement, together with a request to the Certificate Owners for their consent thereto, shall be mailed by the Trustee to each Owner of a Certificate at his address as set forth on the Registration Books, but failure to receive copies of such supplemental agreement and request shall not affect the validity of the supplemental agreement when assented to as in this Section provided. -29- Such supplemental agreement shall not become effective unless there shall be filed with the Trustee the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding (exclusive of Certificates disqualified as provided in Section 9.03) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Section 2.10. Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Certificates shall have filed their consents to such supplemental agreement, the Trustee shall mail a notice to the Owners of the Certificates in the manner hereinbefore provided in this Section for the mailing of such supplemental agreement of the notice of adoption thereof, stating in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section (but failure to receive copies of said notice shall not affect the validity of such supplemental agreement or consents thereto). A record, consisting of the papers required by this Section to be filed with the Trustee, shall be conclusive proof of the matters therein stated. Such supplemental agreement shall become effective upon the mailing of such last-mentioned notice, and such supplemental agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Certificates at the expiration of sixty (60) days after such mailing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60) day period. Section 9.03. Disqualified Certificates. Certificates owned or held by or for the account of the City or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with the City (except any Certificates held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Certificates provided for in this Agreement, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Agreement. Section 9.04. Effect of Supplemental Agreement. From and after the time any supplemental agreement becomes effective pursuant to this Article IX, this Agreement or the Lease Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms and conditions of this Agreement or the Lease Agreement, as the case may be, for any and all purposes. -30- The Trustee may require each Certificate Owner, before his consent provided for in this Article IX shall be deemed effective, to reveal whether the Certificates as to which such consent is given are disqualified as provided in Section 9.03. Section 9.05. Endorsement or Replacement of Certificates Delivered After Amendments. The Trustee or the City may determine that Certificates delivered after the effective date of any action taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of his Certificate for the purpose at the Corporate Trust Office of the Trustee, a suitable notation shall be made on such Certificate. The Trustee or the City may determine that the delivery of substitute Certificates, so modified as in the opinion of the Trustee is necessary to conform to such Certificate Owners" action, which substitute Certificates shall thereupon be prepared, executed and delivered. In that case, upon demand of the Owner of any Certificate then Outstanding, such substitute Certificate shall be exchanged at the Corporate Trust Office of the Trustee, without cost to such Owner, for a Certificate of the same character then Outstanding, upon surrender of such Outstanding Certificate. Section 9.06. Amendatory Endorsement of Certificates. The provisions of this Article IX shall not prevent any Certificate Owner from accepting any amendment as to the particular Certificates held by him, provided that proper notation thereof is made on such Certificates. -31- ARTICLE X COVENANTS; NOTICES Section 10.01. Compliance With and Enforcement of Lease Agreement. The City covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement. The Corporation covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under the Lease Agreement. The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be an Event of Default under or a ground for cancellation or termination of the Lease Agreement. The Corporation and the City, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting their respective estates, or either of them, in the Leased Property, which may or can in any manner affect such estate of the City, will deliver the same, or a copy thereof, to the Trustee. Section 10.02. Prosecution and Defense of Suits. The Corporation and the City shall promptly, upon request of the Trustee or any Certificate Owner, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Leased Property, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Trustee and every Certificate Owner harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. Section 10.03. Recordation and Filing. The City shall record and file the Lease Agreement, the Assignment Agreement and all such documents as may be required by law (and shall take all further actions which may be necessary or be reasonably required by the Trustee), all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Certificate Owners. Section 10.04. Reserved. Section 10.05. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate executed by the City as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with its terms. Notwithstanding any other provision of this Lease, failure of the City to comply with such Continuing Disclosure Certificate shall not constitute an Event of Default; provided, however, that any Participating Underwriter (as such term is defined in such Continuing Disclosure Certificate) or any Owner or beneficial owner of the Certificates may take such actions as may be necessary and appropriate to compel -32- performance by the City of its obligations under this Section, including seeking mandate or specific performance by court order. Section 10.06. Further Assurances. The Corporation and the City will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement and the Lease Agreement, and for the better assuring and confirming unto the Owners of the Certificates the rights and benefits provided herein. -33- ARTICLE XI LIMITATION OF LIABILITY Section 11.01. Limited Liability of City. Except for the payment of Lease Payments when due in accordance with the Lease Agreement and the performance of the other covenants and agreements of the City contained in the Lease Agreement and herein, the City shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Trust Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to the Owners by the Trustee. Section 11.02. No Liability for Trustee Performance. Neither the City nor the Corporation shall have any obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Trust Agreement, except where the City or the Corporation, as the case may be, has given specific direction to the Trustee to take certain actions. Section 11.03. Indemnification. The Corporation and the City agree to indemnify and save the Trustee harmless from and against all claims, suits, losses, expenses, liabilities, and actions brought against it, or to which it is made a party, and from all losses and damages suffered by it as a result thereof, including where and to the extent such claim, suit or action arises out of the actions of any other party to this Agreement including but not limited to the ownership, operation or use of the Leased Property by the City. Such indemnification shall not extend to claims, suits and actions brought against the Trustee for failure to perform and carry out the duties specifically imposed upon and to be performed by it pursuant to this Trust Agreement, which failure constitutes negligence or willful misconduct by the Trustee. Such indemnity shall survive the satisfaction and discharge of this Trust Agreement or resignation or removal of the Trustee. In the event the Corporation or the City is required to indemnify the Trustee as herein provided, the Corporation or the City shall be subrogated to the rights of the Trustee to recover such losses or damages from any other person or entity. Section 11.04. Opinion of Counsel. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion shall be made available to the other parties hereto upon request, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, Trustee shall be protected in relying thereon. Section 11.05. Limitation of Rights to Parties and Certificate Owners. Nothing in this Agreement or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Corporation, the Trustee, the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Corporation, the Trustee and said Owners. -34- ARTICLE XII EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS Section 12.01. Assignment of Rights. Pursuant to the Assignment Agreement the Corporation has transferred, assigned and set over to the Trustee all of the Corporation's rights in and to the Lease Agreement (excepting only the Corporation's rights under Sections 4.6, 5.7, 7.3 and 9.4 thereof), including without limitation all of the Corporation's rights to exercise such rights and remedies conferred on the Corporation pursuant to the Lease Agreement as may be necessary or convenient (i) to enforce payment of the Lease Payments and any other amounts required to be deposited in the Lease Payment Fund or the Insurance and Condemnation Fund, and (ii) otherwise to exercise the Corporation's rights and take any action to protect the interests of the Trustee or the Certificate Owners in an Event of Default. Section 12.02. Remedies. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, the Trustee may, and upon request of the Owners as provided in Article IX of the Lease Agreement shall, exercise any and all remedies available pursuant to law or granted pursuant to the Lease Agreement; provided, however, that notwithstanding anything herein or in the Lease Agreement to the contrary, there shall be no right under any circumstances to accelerate the maturities of the Certificates or otherwise to declare any Lease Payment not then in default to be immediately due and payable. Section 12.03. Application of Funds. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article XII or Article IX of the Lease Agreement shall be applied by the Trustee in the order following upon presentation of the several Certificates, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid - First, to the payment of the costs and expenses of the Trustee and of the Certificate Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel; Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest, and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 12.04. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any -35- power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights or duties hereunder. Section 12.05. Non -waiver. Nothing in this Article XII or in any other provision of this Agreement or in the Certificates, shall affect or impair the obligation of the City to pay or prepay the Lease Payments in accordance with and subject to the terms and provisions of the Lease Agreement, or affect or impair the right of action, which is also absolute and unconditional, of the Certificate Owners to institute suit to enforce and collect such payment. No delay or omission of the Trustee or of any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article XII to the Trustee or to the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Certificate Owners. Section 12.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise. Section 12.07. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Certificates then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, without the consent of a majority in aggregate principal amount of the Certificates Outstanding. Section 12.08. Limitation on Certificate Owners' Right to Sue. No Owner of any Certificate executed and delivered hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Agreement, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the Owners of at least twenty-five percent (25%) in aggregate principal amount of all the Certificates then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Certificates -36- of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by his or their action to enforce any right under this Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates. The right of any Owner of any Certificate to receive payment of said Owner's proportionate interest in the Lease Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Agreement. -37- ARTICLE XIII DEFEASANCE Section 13.01. Discharge of Trust Agreement. The Certificates may be paid by the City in any of the following ways, provided that the City also pays or causes to be paid any other sums payable hereunder by the City: (a) by paying or causing to be paid the Principal Amount relating to the Certificates, together with interest thereon, as and when the same become due and payable ; (b) by depositing with the Trustee, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 13.03) to pay or prepay all Certificates then Outstanding; or (c) by delivering to the Trustee, for cancellation by it, all of the Certificates then Outstanding. If the City shall also pay or cause to be paid all other sums payable by the City hereunder, then and in that case, at the election of the City (evidenced by a Written Request of the City, filed with the Trustee, signifying the intention of the City to discharge all such indebtedness and this Trust Agreement), and notwithstanding that any Certificates shall not have been surrendered for payment, this Trust Agreement and the pledge of Lease Payments and other assets made under this Trust Agreement and all covenants, agreements and other obligations of the City under this Trust Agreement shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon the Written Request of the City, the Trustee shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and shall execute and deliver to the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver all moneys or securities or other property held by it pursuant to this Trust Agreement which are not required for the payment or prepayment of Certificates not theretofore surrendered for such payment or prepayment to the City. Section 13.02. Discharge of Liability on Certificates. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 13.03) to pay or prepay any Outstanding Certificates (whether upon or prior to their respective maturities or the prepayment date of such Certificates), provided that, if such Certificates are to be prepaid prior to maturity, notice of such prepayment shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the City in respect of such Certificates shall cease, terminate and be completely discharged, and the Owner thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 13.04. -38- The City may at any time surrender to the Trustee for cancellation by it any Certificates previously executed and delivered, which the City may have acquired in any manner whatsoever, and such Certificates, upon such surrender and cancellation, shall be deemed to be paid and retired. Section 13.03. Deposit of Money or Securities with Trustee. Whenever in this Trust Agreement it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Certificates, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds established pursuant to this Trust Agreement and shall be -- (a) lawful money of the United States of America in an amount equal to the principal amount of such Certificates and all unpaid interest thereon to maturity, except that, in the case of Certificates which are to be prepaid prior to maturity and in respect of which notice of such prepayment shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Certificates and all unpaid interest thereon to the prepayment date; or (b) Defeasance Obligations (as defined below), the principal of and interest on which when due will provide money sufficient to pay the principal of and all unpaid interest to maturity, or to the prepayment date, as the case may be, on the Certificates to be paid or prepaid, as such principal and interest become due, provided that, in the case of Certificates which are to be prepaid prior to the maturity thereof, notice of such prepayment shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Trust Agreement or by Written Request of the City) to apply such money to the payment of such principal and interest with respect to such Certificates. For purposes of this Section, "Defeasance Obligations" shall mean the United States Obligations and Pre -refunded Municipal Obligations defined in paragraphs (1) and (3) of the definition of Investment Securities. Section 13.04. Payment of Certificates After Discharge of Trust Agreement. Notwithstanding any provisions of this Trust Agreement, any moneys held by the Trustee in trust for the payment of the Principal Amount relating to any Certificates, together with interest thereon and remaining unclaimed for two years after the Principal Amount relating to all of the Certificates has become due and payable (whether at maturity or upon call for prepayment as provided in this Trust Agreement), if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Certificates became due and payable, shall be repaid to the City free from the trusts created by this Trust Agreement upon receipt of an indemnification agreement acceptable to the City and the Trustee indemnifying the City and the Trustee with respect to claims of Owners of Certificates which have not yet been paid, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the City as -39- aforesaid, the Trustee may (at the cost of the City) first mail to the Owners of Certificates which have not yet been paid, at the addresses shown on the Registration Books a notice, in such form as may be deemed appropriate by the Trustee with respect to the Certificates so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof. -40- ARTICLE XIV MISCELLANEOUS Section 14.01. Records. The Trustee shall keep complete and accurate records of all moneys received and disbursed under this Agreement, which shall be available for inspection by the City, the Corporation, and any Owner, or the agent of any of them, at any time during regular business hours, upon reasonable prior notice. Section 14.02. Notices. All written notices to be given under this Agreement shall be given by mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective upon receipt after deposit in the United States mail, postage prepaid or, in the case of personal delivery, upon delivery to the address set forth below: If to the City: If to the Corporation: If to the Trustee: City Clerk 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 Palo Alto Public Improvement Corporation c/o City Clerk 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 U.S. Bank National Association Global Corporate Trust Services One California Street, Suite 1000 San Francisco, CA 94111 Fax: 415-677-3768 Section 14.03. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State. Section 14.04. Binding Effect; Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Whenever in this Agreement either the Corporation, the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the Corporation, the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 14.05. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. -41- Section 14.06. Destruction of Cancelled Certificates. Whenever in this Agreement provision is made for the surrender to or cancellation by the Trustee and the delivery to the City of any Certificates, the Trustee may, upon the request of the City Representative, in lieu of such cancellation and delivery, destroy such Certificates and deliver a certificate of such destruction to the City. Section 14.07. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Agreement. All references herein to "Articles", "Sections", and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; and the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 14.08. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 14.09. Separability of Invalid Provisions. In case any one or more of the provisions contained in this Agreement or in the Certificates shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid or unenforceable. -42- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Officer PALO ALTO PUBLIC IMPROVEMENT CORPORATION By Liz Kniss President Attest: By Beth Minor Secretary CITY OF PALO ALTO By Kiely Nose Administrative Services Director Attest: -43- By Beth Minor City Clerk -44- EXHIBIT A FORM OF 2018 CERTIFICATE OF PARTICIPATION CITY OF PALO ALTO 2018 CERTIFICATE OF PARTICIPATION (California Avenue Parking Garage) Evidencing the Undivided Fractional Interest of the Owner Hereof in Lease Payments to be Made by the CITY OF PALO ALTO, CALIFORNIA As Rental For Certain Property Pursuant to a Lease Agreement With the Palo Alto Public Improvement Corporation DATED DATE: RATE OF INTEREST: MATURITY DATE: CUSIP [ ], 2018 REGISTERED OWNER: PRINCIPAL AMOUNT: THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered assigns, as the registered owner (the "Registered Owner") of this Certificate of Participation (the "Certificate") is the owner of an undivided fractional interest in Lease Payments under the Lease Agreement dated as of [ ] 1, 2018, by and between the Palo Alto Public Improvement Corporation, a nonprofit public benefit corporation duly formed and acting under the laws of the State of California (the "Corporation"), and the City of Palo Alto, a chartered municipal corporation and political subdivision duly organized and existing under the Constitution and the laws of the State of California the ("City") (the " Lease Agreement") which Lease Payments and certain other rights and interests under the Lease Agreement have been assigned to U.S. Bank National Association, as trustee (the "Trustee"), having a corporate trust office in San Francisco, California or such other place as designated by the Trustee (the "Corporate Trust Office") or such other or additional offices as the Trustee may designate from time to time as the corporate trust office. The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Lease Agreement, on the Maturity Date identified above, the Principal Amount identified A-1 above, representing a portion of the Lease Payments designated as principal, and to receive on May 1, 2019 and semiannually thereafter on May 1 and November 1 of each year (the "Payment Dates") until payment in full of said principal, the Registered Owner's proportionate share of the Lease Payments designated as interest coming due during the interest period immediately preceding each of the Payment Dates; provided that interest with respect hereto shall be payable from the Payment Date next preceding the date of execution of this Certificate unless (i) this Certificate is executed on a Payment Date, in which event interest shall be payable from such Payment Date, or (ii) this Certificate is executed after the close of business on the fifteenth (15th) day of the month immediately preceding a Payment Date and prior to such Payment Date, in which event interest shall be payable from such Payment Date, or (iii) unless this Certificate is executed on or before the Record Date immediately preceding the first Payment Date, in which event interest shall be payable from the Closing Date. Said proportionate share of the portion of the Lease Payments designated as interest is the result of the multiplication of the aforesaid portion of the Lease Payments designated as principal by the Rate of Interest per annum identified above. Said amounts are payable in lawful money of the United States of America in the case of principal and interest at maturity upon presentation hereof at the Corporate Trust Office of the Trustee, and in the case of interest prior to maturity by check or draft mailed by the Trustee to the Registered Owner hereof at the address as it appears on the registration books of the Trustee. This Certificate has been executed and delivered by the Trustee pursuant to the terms of a Trust Agreement by and among the Trustee, the Corporation and the City, dated as of [ 1, 2018 (the "Trust Agreement"). The City has certified that it is authorized to enter into the Lease Agreement and the Trust Agreement under the constitution and laws of the State of California, for the purpose of leasing certain land and public improvements from the Corporation. Reference is hereby made to the Lease Agreement and the Trust Agreement (copies of which are on file at the Corporate Trust Office of the Trustee) for a description of the terms on which the Certificates are delivered, the rights thereunder of the owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the City under the Lease Agreement, to all of the provisions of the Lease Agreement and the Trust Agreement the Registered Owner of this Certificate, by acceptance hereof, assents and agrees. The City is obligated under the Lease Agreement to pay Lease Payments from any source of available funds. The obligation of the City to pay the Lease Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay Lease Payments does not constitute a debt of the City, the State of California or any of its political subdivisions, and does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended by the parties thereto with the written consent of the owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then outstanding, and may be amended without such consent under certain circumstances; provided that no such amendment shall adversely affect the interests of the A-2 owners of the Certificates or shall impair the right of any owner to receive in any case such owner's proportionate share of any Lease Payment in accordance with such owner's Certificate. This Certificate is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Corporate Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Trust Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new Certificate or Certificates, of authorized denomination or denominations and of the same maturity, for the same aggregate principal amount will be executed and delivered to the transferee in exchange herefor. The City, the Corporation and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the City, the Corporation and the Trustee shall not be affected by any notice to the contrary. The Certificates maturing on or before November 1, [ ] are not subject to optional prepayment prior to their respective stated maturities. The Certificates maturing on or after November 1, [ ], are subject to prepayment prior to their respective stated maturities, at the option of the City, in whole, or in part among maturities on such basis as designated by the City and by lot within any one maturity, on any date on or after November 1, [ ] from prepayments of the Lease Payments, at a prepayment price equal to the principal amount of the Certificates or portions thereof to be prepaid, together with accrued interest to the date fixed for prepayment, without premium. Mandatory Sinking Fund Prepayments of the Certificates. The Certificates maturing on November 1 in each of the years [ ], [ ], and [ ], are subject to mandatory sinking fund prepayment prior to their respective stated maturities, in the amounts and years set forth below, at the prepayment price equal to the principal amount thereof to be prepaid, together with accrued interest to the date fixed for prepayment. Certificates Maturing November 1, [ ] Sinking Fund Prepayment Date (November 1) [ ] (maturity) Sinking Payments $[ ] [ ] [ ] [ ] [ ] [ ] A-3 Certificates Maturing November 1, [ ] Sinking Fund Prepayment Date (November 1) Sinking Payments [ ] $[ ] [ ] [ ] [ ] [ ] [ [ ] [ ] [ ] [ ] (maturity) [ ] Certificates Maturing November 1, [ ] Sinking Fund Prepayment Date (November 1) [ ] [ ] [ ] [ ] [ ] [ ] [ ] (maturity) Sinking Payments The Certificates are also subject to prepayment on any date in whole, or in part among maturities on a pro rata basis and by lot within a maturity, from the Net Proceeds (as defined in the Trust Agreement) of insurance or condemnation with respect to the Leased Property (as defined in the Lease Agreement), which Net Proceeds are deposited in the Lease Payment Fund and credited towards the prepayment of the Lease Payments made by the City pursuant to the Lease Agreement, at a prepayment price equal to the principal amount thereof to be prepaid together with accrued interest to the date fixed for prepayment, without premium. As provided in the Trust Agreement, notice of prepayment shall be mailed, not less than thirty (30) nor more than forty-five (45) days before the prepayment date, to the registered owner of the Certificate to be prepaid, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for prepayment. If this Certificate is called for prepayment and payment is duly provided therefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee for registration of transfer, exchange, or payment, and any Certificate executed and delivered is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and A-4 any payment is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, this Certificate has been executed and delivered by U.S. Bank National Association, as trustee, acting pursuant to the Trust Agreement. Execution Date: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-5 (FORM OF ASSIGNMENT) For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Certificate and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Certificate in every particular without alteration or enlargement or any change whatsoever. A-6 Attachment A-4 NOTICE OF SALE $[ ] CITY OF PALO ALTO 2018 CERTIFICATES OF PARTICIPATION (CALIFORNIA AVENUE PARKING GARAGE) Date of Sale [day], [date], 2018 [_] a.m., California Time BIDS TO BE RECEIVED VIA PARITY® For further information, please contact: Robert Gamble or Nicholas Jones PFM Financial Advisors LLC 50 California Street, Suite 2300 San Francisco, CA 94111 0: 415-982-5544 [C: Email: gambler@pfm.com or jonesni@pfm.com * Preliminary, subject to change. $[ ]* CITY OF PALO ALTO 2018 CERTIFICATES OF PARTICIPATION (CALIFORNIA AVENUE PARKING GARAGE) NOTICE IS HEREBY GIVEN that all -or -none bids will be received by the City of Palo Alto (herein, the "City"), for the purchase of the captioned certificates of participation (herein, the "Certificates"). All bids must be submitted via Parity®, the electronic bidding system, up to the time and at the place specified as follows: TIME: 9:00 a.m., California Time DATE: [Day], [Date], 2018 Bids for the purchase of the Certificates will be received and considered subject to the terms and conditions described herein. Please note that the City reserves the right to cancel or reschedule the sale of the Certificates upon notice given through Thomson Municipal News at any time before the time for the receipt of bids, and if the sale is rescheduled, notice of the new sale date and time, if any, will be given through Thomson Municipal News no later than 5:00 p.m. California time the day prior to the new day bids are to be received, and bids will be received in the manner set forth above at the rescheduled date and time as the City may determine. The City will cancel the sale if at least one bid is received but less than three bids are received, as described in "TERMS OF SALE — Establishment of Issue Price." DESCRIPTION OF THE CERTIFICATES EXECUTION AND DELIVERY. The Certificates will be executed and delivered in the original principal amount of $[ j`, and bear interest from the date of their delivery, in full book -entry only form in denominations of $5,000 and any integral multiple thereof, maturing as shown below under the caption "MATURITY SCHEDULE." The Certificates are subject to optional prepayment, mandatory sinking fund prepayment and special mandatory prepayment prior to maturity as shown below under the caption "PREPAYMENT." Prospective bidders should note that the terms of sale permit adjustment of individual maturities. See "ADJUSTMENTS OF PRINCIPAL AMOUNTS" below. Reference is made to the Preliminary Official Statement (defined below) prepared in connection with the offering of the Certificates for a complete description of the Certificates. INTEREST RATE. Interest will be calculated on the basis of a 360 -day year composed of twelve 30 - day months. Interest with respect to the Certificates shall accrue from their date at a rate or rates to be determined at the sale thereof. Interest with respect to the Certificates is payable semiannually on May 1 and November 1 in each year (the "Interest Payment Dates") commencing May 1, 2019. Bidders may specify any number of separate interest rates, and any rate may be repeated as often as desired; provided, however, that (i) each interest rate specified must be in a multiple of 1/20 of 1% or 1/8 of 1%; (ii) a zero rate of interest cannot be specified; (iii) interest with respect to each Certificate shall accrue from its dated date to its stated maturity date at the interest rate specified in the bid; (iv) all Certificates of the same maturity date shall bear the same rate of interest; and (v) no bid will be accepted which provides for the cancellation and surrender of any interest payment or for the waiver of interest or other concession by the bidder as a substitute for payment in full of the purchase price of the Certificate or Certificates. Bids that do not conform to the terms of this paragraph will be rejected. * Preliminary, subject to change. 2 of 13 PAYMENT. Principal and interest with respect to the Certificates will be payable by U.S. Bank National Association, the trustee for the Certificates (herein, the "Trustee"), in lawful money through the facilities of the Depository Trust Company, or its nominee. AUTHORITY FOR ISSUANCE AND PURPOSE. The Certificates are being delivered pursuant to a Trust Agreement dated as of [ 1 1, 2018, by and amongst the City, the Palo Alto Public Improvement Corporation (the "Corporation") and the Trustee (the "Trust Agreement"). The Certificates represent direct, undivided fractional interests in lease payments to be made by the City to the Corporation (the "Lease Payments") under a Lease Agreement, dated as of [ 1 1, 2018, by and between the City and the Corporation (the "Lease Agreement") and from amounts on deposit in certain funds and accounts established under the Trust Agreement. The proceeds of the Certificates will be used to (i) finance the acquisition and construction of the California Avenue Parking Garage (described in the Preliminary Official Statement) and (ii) pay the costs of delivering the Certificates. DENOMINATIONS. The Certificates will be executed and delivered as fully registered Certificates in the denomination of $5,000 each or any integral multiple thereof. DATE OF CERTIFICATES. The Certificates will be dated their date of delivery (the "Closing Date"), which is anticipated to be on or about [ 1, 2018. MATURITY SCHEDULE('). The Certificates will mature, or be subject to mandatory sinking fund prepayment, on November 1 in each of the years, and in the amounts, as set forth in the following table. The final principal amount of the Certificates, and the final amount of each maturity of the Certificates, is subject to increase or reduction as described below under the heading "ADJUSTMENT OF PRINCIPAL AMOUNTS." Each bidder must specify in its bid whether, for any particular year, the Certificates will mature or, alternatively, be subject to mandatory sinking fund prepayment in such year. Maturity (November 1) Principal Amount 2020 $[ 2021 [ 2022 [ 2023 [ 2024 [ 2025 [ 1 2026 [ 1 2027 [ 1 2028 [ 2029 [ 2030 [ 2031 [ 2032 [ 2033 [ 2034 [ 2035 [ 2036 [ 2037 [ 1 2038 [ 1 2039 [ 1 2040 U 2041 [ 2042 [ 2043 [ 2044 [ 2045 [ 2046 [ 2047 [ 2048 [ 1 (1) Preliminary, subject to change. See also "Adjustment of Principal Amounts" herein. 3 of 13 ADJUSTMENT OF PRINCIPAL AMOUNTS. The principal amounts set forth in this Notice of Sale for the Certificates reflect certain estimates of the City and its municipal advisor with respect to the likely interest rates of a winning bid and the premium/discount specified in such a winning bid described below under the caption "TERMS OF SALE." The total principal amount of the Certificates and the principal amounts payable in each of the years set forth above are subject to adjustment, in $5,000 increments, to reflect the actual interest rates and any premium contained in the winning bid. The City reserves the right to increase or decrease the principal amount of any maturity of the Certificates (or, in the case of the term Certificates, the principal amount thereof which is subject to mandatory sinking fund prepayment on November 1 in any year). The winning bidder will be notified of any adjustment in principal amounts as described in "TERMS OF SALE - PROCESS OF AWARD" below. Adjustment of the principal amounts will not affect the determination of the winning bid. A successful bidder may not withdraw its bid as a result of any changes made within these limits. OPTIONAL PREPAYMENT. The Certificates maturing on or before November 1, 2028, are not subject to optional prepayment prior to their stated maturity. The Certificates maturing on or after November 1, 2029, are subject to prepayment, as a whole or in part at the election of the City among maturities on such basis as designated by the City and by lot within a maturity, at the option of the City, on November 1, 2028, and on any date thereafter, at a prepayment price equal to 100% of the principal amount of Certificates to be redeemed, together with accrued interest thereon to the date fixed for prepayment, without premium. MANDATORY SINKING FUND PREPAYMENT. Any bidder may, at its option, specify that one or more maturities of the Certificates will consist of term Certificates which are subject to mandatory sinking fund prepayment in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. In the event that the bid of the successful bidder specifies that any maturity of Certificates will be term Certificates, such term Certificates will be subject to mandatory sinking fund prepayment on November 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading "MATURITY SCHEDULE", at a prepayment price equal to the principal amount thereof to be paid together with accrued interest thereon to the prepayment date, without premium. SPECIAL MANDATORY PREPAYMENT FROM INSURANCE AND SALE PROCEEDS. The Certificates are subject to prepayment as a whole, or in part, on any date, from any net proceeds of insurance or condemnation required to be used for such purpose, at a prepayment price equal to 100% of the principal amount thereof plus interest accrued thereon to the date fixed for prepayment, without premium. BOOK ENTRY SYSTEM. The Certificates when delivered will be registered in the name of CEDE & CO., as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be initially delivered as one certificate for each of the maturities of the Certificates. DTC will be appointed depository for the Certificates and registered ownership of the Certificates may not thereafter be transferred except as provided in the procedures, rules and requirements established by DTC. The Trustee will pay payments of principal and interest to DTC for subsequent disbursement to DTC Participants who will remit such payments to the Beneficial Owners of the Certificates. SECURITY. The Certificates represent direct, undivided fractional interests in the Lease Payments made under the Lease Agreement in consideration for the use and occupancy of certain real property and improvements. Bidders are referred to the Preliminary Official Statement for further details as to the security for the Certificates. NO RESERVE FUND. The City will not establish a debt service reserve fund for the Certificates. TAX EXEMPTION. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes and such interest is not an 4 of 13 item of tax preference for purposes of the federal alternative minimum tax, although, in the case of tax years beginning prior to January 1, 2018, for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest earned by a corporation prior to the end of its tax year in 2018 is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, the portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is exempt from personal income taxation by the State of California. Bidders are referred to the Preliminary Official Statement for a description of the proposed opinion of Bond Counsel. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 (the "Tax Code") that must be satisfied subsequent to the delivery of the Certificates in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The City will covenant to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of delivery of the Certificates. DELIVERY OF CERTIFICATES. Delivery of the Certificates will be made to the successful bidder through the facilities of The Depository Trust Company in New York, New York (or at any other mutually agreeable location) on or about [ ], 2018. Payment must be made in cash, Federal Reserve Bank funds, or other immediately available funds. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE. Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Certificates will be charged the California Debt and Investment Advisory Commission fee. QUALIFICATION FOR SALE; BLUE SKY. Compliance with blue sky laws shall be the sole responsibility of the successful bidder. The City will furnish such information and take such action not inconsistent with law as the successful bidder may request and the City shall deem necessary or appropriate to qualify the Certificates for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the successful bidder; provided, however, that the City shall not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction. The successful bidder will not offer to sell or solicit any offer to buy the Certificates in any jurisdiction where it is unlawful for such bidder to make such offer, solicitation or sale, and the bidder shall comply with the blue sky and other securities laws and regulations of the states and jurisdictions in which the bidder sells the Certificates. CUSIP NUMBERS. It is anticipated that CUSIP numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificates nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Certificates in accordance with the terms thereof. Pursuant to MSRB Rule G-34, the City's municipal advisor will apply for CUSIP number assignment prior to the sale of the Certificates, but the cost shall be payable by the Purchaser. NO LITIGATION CERTIFICATE. At the time of issuance of the Certificates, the City will certify there is no litigation pending concerning the validity of the Certificates, the Trust Agreement, the Lease Agreement or any proceedings of the City with respect thereto, and that there are no lawsuits or claims pending against the City which will materially affect the City's finances. RIGHT OF CANCELLATION BY SUCCESSFUL BIDDER. The successful bidder will have the right, at its option, to cancel its purchase of the Certificates if the City fails to cause execution and delivery of the Certificates and tender the same for delivery within 60 days from the date of award thereof. In such event, the successful bidder will be entitled to the return of the deposit accompanying the bid (see "TERMS OF SALE - GOOD FAITH DEPOSIT"). PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The preliminary official statement, distributed in connection with the sale of the Certificates, dated [ ], 2018 (the "Preliminary Official Statement") has been deemed final by the City for purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), but is subject to revision, amendment and completion 5 of 13 in a final official statement (the "Final Official Statement") as provided in the Rule. Limited quantities of the Preliminary Official Statement will be furnished upon request made to the City's municipal advisor identified on the cover of this Notice of Sale. The City will deliver to the purchaser of the Certificates a certificate dated the Closing Date to the effect that the City has reviewed each of the Preliminary Official Statement and Final Official Statement and has determined that as of the date of each thereof, to the best of its knowledge and belief, each of the Preliminary Official Statement and Final Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Up to 50 copies of the Final Official Statement will be furnished to the successful bidder at no charge within 7 business days after the award of the Certificates. If the successful bidder requests more than 50 copies of the Final Official Statement within 2 business days after the award of the Certificates, the City will provide such copies within 7 business days after the award as long as the successful bidder pays the related costs. CONTINUING DISCLOSURE. The City will covenant to provide, by not later than nine months after the end of the City's fiscal year (presently June 30) and commencing April 1, 2019 with the report for the fiscal year ending June 30, 2018, an annual report which shall contain pertinent operating and financial information of the City relating to the Certificates as more fully described in the Preliminary Official Statement (the "Annual Report") and the Continuing Disclosure Certificate of the City dated the Closing Date, and to provide notices of the occurrence of certain enumerated material events. The Annual Report will be filed by the City or a dissemination agent (if the City has appointed such a dissemination agent) on behalf of the City with the Municipal Securities Rulemaking Board. The notices of material events will be filed by the City or dissemination agent on behalf of the City with the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Report or the notices of material events is summarized in the Preliminary Official Statement under the caption "CONTINUING DISCLOSURE" and in Appendix E — Form of Continuing Disclosure Certificate thereto. These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2 -12(b)(5). TERMS OF SALE BASIS OF AWARD. Unless all bids are rejected as described in this Official Notice of Sale, the Certificates will be awarded to the responsible bidder whose bid produces the lowest true interest cost with respect to the Certificates. The true interest cost specified in any bid will be that rate which, when used in computing the present value of principal and interest to be paid on all Certificates from the expected date of delivery (which is assumed for computational purposes to be j j, 2018), to their respective maturity dates, or mandatory sinking fund prepayment dates in the case of term Certificates, produces an amount equal to the purchase price (including any premium) specified in such bid. For purposes of computing the true interest cost represented by any bid, the purchase price specified in such bid shall be equal to the par amount of the Certificates plus any premium specified in such bid, less any original issue discount, and the true interest cost shall be calculated by the use of a semiannual interval of compounding interest based on the Interest Payment Dates for the Certificates. In the event of a tied bid, the procedure for determining the winning bid will be the toss of a coin to be conducted by the City among such bidders whose bids have produced the tie. ALL OR NONE BID. Any prospective purchaser may submit a bid for the Certificates, provided that if any of the Certificates are bid for, then all of the Certificates must be bid for. PURCHASE PRICE; PAR, PREMIUM, AND DISCOUNT. The Certificates maturing on and after November 1, 2029, must bear an interest rate of not less than 5.0%. Bids for the Certificates maturing before November 1, 2029, may provide for reoffering at par value, at a premium, or at a discount. BOND INSURANCE. Bids involving bond insurance will not be accepted. FORM OF BID. All bids for the Certificates must be unconditional and for not less than all of the Certificates offered for sale. Each bid must be in accordance with the terms and conditions set forth herein. Bids will only be accepted via PARITY® pursuant to this Notice until 9:00 a.m., California Time on the date set forth for receipt of bids. To the extent any instructions or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control. For further information about PARITY®, 6 of 13 potential bidders may contact the City's municipal advisor (see the cover page of this Notice of Sale for contact information). DELIVERY AND PAYMENT. It is estimated that delivery of the Certificates will be made to the Purchaser on or about [ ], 2018. Payment of the purchase price (less the amount of the good faith deposit described in "GOOD FAITH DEPOSIT" below) must be made in funds immediately available to the City. WARNING REGARDING ELECTRONIC BIDS. THE CITY WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY ON THE OFFICIAL BID FORM CREATED FOR THAT PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY, THAT THE CITY NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF PARITY, AND THAT PARITY IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY, AND THE CITY ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER. THE CITY, THE MUNICIPAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT THE PLACE OF BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY PARITY AS THE OFFICIAL TIME. TRUE INTEREST COST. Bidders are requested to supply a calculation of the true interest cost of the Certificates to the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. The true interest cost specified in any bid will be that rate which, when used in computing the present value of all payments of principal and interest to be paid on all Certificates from the Closing Date (which is anticipated to be j ], 2018) to their respective maturity dates or mandatory sinking fund prepayment dates, produces an amount equal to the purchase price (including any premium) specified in such bid. UNDERWRITING GROUP. Each bidder is requested to furnish the names of all joint managers participating in the bid. The successful bidder will be required to submit a list of all syndicate members in addition to the managers not later than 24 hours after receiving a verbal award. RIGHT OF CANCELLATION OF SALE BY THE CITY. The City reserves the right, in its sole discretion, at any time before the time for the receipt of bids to cancel the public sale of the Certificates. In such event, the City shall cause notice of cancellation of this invitation for bids and the public sale of the Certificates to be communicated through Thomson Municipal News as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Certificates. In addition, the City will cancel the sale if at least one bid is received but less than three bids are received, as described in "TERMS OF SALE — Establishment of Issue Price." RIGHT TO MODIFY OR AMEND. The City reserves the right, in its sole discretion, to modify or amend this Official Notice of Sale including, but not limited to, the right to change the principal amount and principal amortization schedule of the Certificates being offered, however, such modifications or amendments shall be made not later than 5:00 p.m., California time, on the business day prior to the bid opening and communicated through Thomson Municipal News. RIGHT OF POSTPONEMENT BY THE CITY. The City reserves the right, in its sole discretion, to postpone, from time to time, the date and time established for the receipt of bids. Any such postponement will be communicated through Thomson Municipal News not later than 5:00 p.m., California time, on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date will be announced via Thomson Municipal News by 5:00 p.m. 7 of 13 California Time on the business day prior to such alternative sale date. On any such alternative sale date and time, any bidder may submit a bid for the purchase of the Certificates in conformity in all respects with the provisions of this Official Notice of Sale, except for the date of sale and except for the changes announced by Thomson Municipal News at the time the sale date and time are announced. RIGHT OF REJECTION. The City reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROCESS OF AWARD. The City will take final action awarding the Certificates or rejecting all bids not later than thirty (30) hours after the time for receipt of bids, unless such time period is waived by the Purchaser (defined below). The following steps constitute the City's process for a final award of the Certificates: (1) The City's municipal advisor, on behalf of the City, will give a verbal notice of award to the apparent winning bidder (the "Apparent Winning Bidder") to be determined as described below under "—BASIS OF AWARD" above. (2) The Apparent Winning Bidder shall provide within one hour of verbal notice the initial reoffering prices and confirm that it is prepared to execute the Issue Price Certificate described under "ESTABLISHMENT OF ISSUE PRICE" below. (3) The Apparent Winning Bidder shall provide the Good Faith Deposit by wire transfer, as described under "GOOD FAITH DEPOSIT." (4) The City's municipal advisor will fax or email to the Apparent Winning Bidder confirmation of the final principal amortization schedule and purchase price for the Certificates, after adjustments, if any, are made, as described under "DESCRIPTION OF THE CERTIFICATES— ADJUSTMENT OF PRINCIPAL AMOUNTS." (5) The City will fax or email to the Apparent Winning Bidder written confirmation of the final award. Upon completion of all the steps described above, the Apparent Winning Bidder will be deemed the Purchaser of the Certificates (the "Purchaser") and will be bound by the terms of the contract to purchase the Certificates, which contract shall consist of: (a) this Official Notice of Sale; (b) the information that is transmitted electronically by the bidder through Parity®; and (c) any adjustments to the final principal amortization schedule and purchase price made as described under "DESCRIPTION OF THE CERTIFICATES— ADJUSTMENT OF PRINCIPAL AMOUNTS." GOOD FAITH DEPOSIT. A good faith deposit in the amount of $400,000 for the Certificates (the "Good Faith Deposit") must be provided by the Apparent Winning Bidder. The Good Faith Deposit must be submitted by wire transfer (as described below). The Certificates will not be officially awarded to a bidder who has not submitted a Good Faith Deposit. Upon the determination by the City of the Apparent Winning Bidder (as described above under "PROCESS OF AWARD"), the City's municipal advisor will request the Apparent Winning Bidder to (i) immediately wire the Good Faith Deposit to the Trustee, as described below, and (ii) provide, within ninety (90) minutes of such request, the Federal wire reference number of such Good Faith Deposit to the City's municipal advisor by email (Gambler@pfm.com or Jonesni@pfm.com). The wire transfer is to be made to U.S. Bank National Association, using the following wire instructions: Bank Name: U.S. Bank National Association ABA No.: j A/C No.: j A/C Name: j Attention: 8 of 13 In the event that the Apparent Winning Bidder does not wire the Good Faith Deposit as required, or does not provide the Federal wire reference number confirming the wire -transfer of such deposit to the municipal advisor within the time specified above, the City may reject the bid of the Apparent Winning Bidder and may award the Certificates to a responsible bidder that submitted a conforming bid that represents the next lowest true interest cost to the City. No interest will be paid upon a Good Faith Deposit made by an Apparent Winning Bidder. Upon receipt of the Good Faith Deposit by the City, the Good Faith Deposit will immediately become the property of the City. The Good Faith Deposit will be held and invested for the exclusive benefit of the City. The Good Faith Deposit, without interest thereon, will be credited against the purchase price of the Certificates purchased by the Purchaser at the time of delivery thereof. If the purchase price is not paid in full upon tender of the Certificates, the City shall retain the Good Faith Deposit and the Purchaser will have no right in or to the Certificates or to the recovery of its Good Faith Deposit, or to any allowance or credit by reason of such deposit, except pursuant to a right of cancellation. See "RIGHT OF CANCELLATION." In the event of nonpayment of the purchase price for the Certificates by the Purchaser, the City reserves any and all rights granted by law to recover the full purchase price of the Certificates and, in addition, any damages suffered by the City. ESTABLISHMENT OF ISSUE PRICE. (a) The Purchaser shall assist the City in establishing the issue price of the Certificates and shall execute and deliver to the City at closing an "issue price" or similar certificate setting forth the reasonably expected initial offering price to the public of the Certificates, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit 1, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Purchaser, the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the issue price of the Certificates may be taken on behalf of the City by the City's municipal advisor identified herein and any notice or report to be provided to the City may be provided to the City's municipal advisor. (b) The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Certificates) will apply to the initial sale of the Certificates (the "competitive sale requirements") because: (1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the City anticipates awarding the sale of the Certificates to the bidder who submits a firm offer to purchase the Certificates at the highest price (or lowest interest cost), as set forth in this Notice of Sale. Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Certificates, as specified in the bid. By submitting a bid for the Certificates, each bidder certifies that it has an established industry reputation for underwriting new issuances of municipal bonds. The City will not accept bids from firms without an established industry reputation for underwriting new issuances of municipal bonds. In the event that the competitive sale requirements are not satisfied, the City will reject all bids and cancel the sale. Bidders should prepare their bids on the assumption that the issue price of the Certificates will be the reasonably expected initial offering price to the public. ADDITIONAL INFORMATION AVAILABLE. Requests for additional information about the Certificates, the City or the Corporation may be directed to the City's Bond Counsel, Jones Hall, attention: 9 of 13 Chris Lynch, telephone (415) 391-5780; or the City's municipal advisor (see the cover of this Notice of Sale for contact information). APPROVED by the City Council of the City of Palo Alto by resolution adopted October 15, 2018. /s/ Kiely Nose Interim Administrative Services Director City of Palo Alto 10 of 13 EXHIBIT 1 Issue Price Certificate The undersigned, on behalf of [NAME OF UNDERWRITER] ("Underwriter"), hereby certifies as set forth below with respect to the sale of the above -captioned obligations (the "Certificates"). 1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Certificates to the Public by Underwriter are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Certificates used the Underwriter in formulating its bid to purchase the Certificates. Attached as Schedule B is a true and correct copy of the bid provided by Underwriter to purchase the Certificates. (b) Underwriter was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by Underwriter constituted a firm offer to purchase the Certificates. 2. Defined Terms. (a) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [DATE]. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the City with respect to certain of the representations set forth in the Certificate of Arbitrage and with respect to compliance with the federal income tax rules affecting the Certificates, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the City from time to time relating to the Certificates. [UNDERWRITER] By: Name: Dated: [ISSUE DATE] 11 of 13 SCHEDULE A EXPECTED OFFERING PRICES Maturity Date Principal Interest Reoffering (November 1) Amount Rate Price $ % % Stated as a percentage of par. 12 of 13 SCHEDULE B COPY OF UNDERWRITER'S BID (attached) 13 of 13 Attachment A-5 PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 16, 2018 o NEW ISSUE —BOOK -ENTRY ONLY ao 0 V O ` V + v A w o v ▪ 151 mg,m. 2 79,1� N O o o ° q � a o 5 R m 1 v 0o O v _ m The Certificates represent direct, undivided fractional interests of the owners thereof in Lease Payments (as defined herein) to be made by the City to the Palo m s Alto Public Improvement Corporation (the "Corporation") for the use and occupancy of the Leased Property (as defined herein) under and pursuant to a Lease Agreement, dated as of November 1, 2018, by and between the Corporation and the City (the "Lease Agreement"). The Corporation will assign its right to w a, receive Lease Payments from the City under the Lease Agreement and its right to enforce payment of the Lease Payments when due or otherwise protect its 5 0 . interest in the event of a default by the City thereunder to U.S. Bank National Association, San Francisco, California, as trustee (the "Trustee"), for the benefit of o the registered owners of the Certificates. • The Certificates will be executed and delivered pursuant to a Trust Agreement, dated as of November 1, 2018, by and among the City, the Corporation and the 4,) ° Trustee, in book -entry form only, and will be initially registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"). Purchasers o of the Certificates (the "Beneficial Owners") will not receive physical certificates representing their interest in the Certificates. Interest with respect to the ° o Certificates accrues from their date of delivery, and is payable semiannually by check mailed on each May 1 and November 1, commencing May 1, 2019. The o • Certificates will be executed and delivered in denominations of $5,000 or any integral multiple thereof. Payments of principal and interest with respect to the �' P Ym P� P P v •v Certificates will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who will remit such payments to the Beneficial Owners of the v o Certificates. See "THE CERTIFICATES —Book -Entry -Only System" herein and APPENDIX F—DTC'S BOOK -ENTRY ONLY SYSTEM. ✓ im*+ The Certificates are subject to optional and mandatory prepayment. See "THE CERTIFICATES —Prepayment" herein. Eo v. 0 '1'o-6 5▪ �3 .5 • ° NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREEMENT CONSTITUTES A DEBT OR INDEBTEDNESS OF THE CITY OR THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF • WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATIONS OR RESTRICTION OR AN OBLIGATION FOR g o • .a' WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. O • ki • 5, 5 ,4 8 5) EX5 V � o o •� o 2 RATING: S&P: " " See "RATING" herein. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel, subject, however to certain qualifications described herein, under existing law, the portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal alternative minimum tax, although, in the case of tax years beginning prior to January 1, 2018, for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest earned by a corporation prior to the end of its tax year in 2018 is taken into account in determining certain income and earnings. In the further opinion of Special Counsel, such interest is exempt from California personal income taxes. See "TAX MATTERS" herein. CITY OF PALO ALTO 2018 CERTIFICATES OF PARTICIPATION (California Avenue Parking Garage) Dated: Date of Delivery Due: November 1, as shown on the inside cover The $ * City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates") are being sold to provide funds to (a) finance the costs of the construction of a 636 space parking garage (see "THE PROJECT" herein and (c) pay delivery costs incurred in connection with the execution, delivery and sale of the Certificates. The City will covenant in the Lease Agreement to make all Lease Payments due under the Lease Agreement, subject to abatement during any period in which by reason of damage or destruction of the Leased Property, or by reason of eminent domain proceedings with respect to the Property, there is substantial interference with the use and occupancy by the City of the Leased Property or any portion thereof. The City will covenant in the Lease Agreement to take such action as may be necessary to include all Lease Payments in its annual budgets and to make the necessary annual appropriations for all such Lease Payments. A reserve fund will not be funded for the Certificates. MATURITY SCHEDULE SEE THE INSIDE COVER Bids for the purchase of the Certificates will be received by the City on Thursday, October 25, 2018, electronically only, through the I -Deal LLC BiDCOMP/PARITY® system, until 9:30 A.M., Pacific Daylight time. The Certificates will be sold pursuant to the terms of sale set forth in the Official Notice of Sale, dated October 16, 2018. The cover page contains certain information for general reference only. It is not a summary of all the provisions of the Certificates. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See "RISK FACTORS" herein for a discussion of special risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Certificates. The Certificates will be offered when, as and if delivered and received by the Underwriter subject to approval by Jones Hall, A Professional Law Corporation, San Francisco, California, as Special Counsel. Certain matters will be passed upon for the City by the City Attorney and by Quint & Thimmig LLP, Larkspur, California, as Disclosure Counsel. It is anticipated that the Certificates will be available for through the facilities of DTC on or about November , 2018. Dated: October , 2018 *Preliminary, subject to change. CITY OF PALO ALTO 2018 CERTIFICATES OF PARTICIPATION (California Avenue Parking Garage) CUSIP' Prefix: Maturity Principal Interest CUS1Pt (November 1) Amount* Rate Yield Suffix 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 *Preliminary, subject to change. t Copyright 2018, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, operated by S&P Capital IQ. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the registered owners of the Certificates. Neither the City nor the Underwriter is responsible for the selection or uses of these CUSIP numbers and no representation is made as to their correctness on the Certificates or as included herein. The CUSIP number for a specific maturity is subject to being changed after the delivery of the Certificates as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Certificates. For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended ("Rule 15c2-12"), this Preliminary Official Statement constitutes an "official statement" of the District with respect to the Certificates that has been deemed "final" by the District as of its date except for the omission of no more than the information permitted by Rule 15c2-12. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the Certificates by a person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Certificates. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The information set forth herein has been obtained from the City and from other sources and is believed to be reliable but is not guaranteed as to accuracy or completeness. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with the sale of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of the Certificates, the Lease Agreement, the Trust Agreement, the Assignment Agreement, the Property Lease, or other documents, are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Director Finance for further information. See "INTRODUCTION —Other Information." The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER -ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE CERTIFICATES TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. Certain statements included or incorporated by reference in this Official Statement constitute "forward -looking statements." Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "budget" or other similar words. The achievement of certain results or other expectations contained in such forward - looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward -looking statements. No assurance is given that actual results will meet the City's forecasts in any way. Neither the City nor the Corporation is obligated to issue any updates or revisions to the forward - looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur or do not occur. The execution, sale and delivery of the Certificates has not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities. The City maintains a website. Unless specifically indicated otherwise, the information presented on such website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Certificates. TABLE OF CONTENTS INTRODUCTION 1 General 1 Source of Payment for the Certificates 2 Redemption 2 The City 2 Continuing Disclosure 3 Summaries of Documents 3 Other Information 3 ESTIMATED SOURCES AND USES OF FUNDS 4 THE PROJECT 4 THE LEASED PROPERTY 4 DEBT SERVICE SCHEDULE 6 THE CERTIFICATES 7 General 7 Prepayment 7 Transfer and Exchange of Certificates 9 Book -Entry System 9 SOURCE OF PAYMENT FOR THE CERTIFICATES 10 General 10 Lease Payments; Covenant to Appropriate 10 Insurance 11 Abatement 11 Eminent Domain 12 No Reserve Fund 12 Optional Prepayment 12 Mandatory Prepayment 13 Substitution or Removal of Leased Property 13 Events of Default and Remedies 14 Amendment of Lease Agreement 15 THE CITY 15 CITY FINANCIAL INFORMATION 16 Financial Statements and Budgetary Process 16 City Financial Management Policies 19 Current Investments 20 Principal Sources of General Fund Revenues 20 Property Taxes 20 Assessed Valuation 22 Sales and Use Taxes 24 Motor Vehicle In -Lieu Tax 24 Other Revenue Sources 25 OTHER FINANCIAL INFORMATION 26 Labor Relations 26 Risk Management 26 Employee Retirement Plans 27 Other Post -Employment Benefits 31 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F APPENDIX G Short -Term General Fund -Secured Obligations 32 Long -Term General Fund -Secured Obligations 32 Other Obligations 32 Overlapping Debt 32 THE CORPORATION 35 RISK FACTORS 35 Lease Payments Are Not Debt 35 Valid and Binding Covenant to Budget and Appropriate 36 Additional Obligations of the City 36 Abatement 36 No Acceleration Upon Default 36 Risk of Uninsured Loss 37 Eminent Domain 37 Hazardous Substances 37 Natural Calamities 38 Bankruptcy 39 Pension Benefit Liability 40 Early Prepayment Risk 40 Limitations on Remedies 40 Dependence on State for Certain Revenues 41 No Reserve Fund 41 Secondary Market Risk 41 Changes in Law 41 STATE BUDGET INFORMATION 42 Future State Budgets 43 CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS 44 Article XIIIA of the California Constitution 44 Article XIIIB of the California Constitution 45 Articles XIIIC and XIIID of the California Constitution 46 Proposition 62 47 Proposition 1A; Proposition 22 47 Proposition 26 48 Possible Future Initiatives 49 ABSENCE OF LITIGATION 49 CONTINUING DISCLOSURE 49 MUNICIPAL ADVISOR 50 LEGAL MATTERS 50 TAX MATTERS 50 UNDERWRITING 52 RATING 52 FINANCIAL STATEMENTS 53 ADDITIONAL INFORMATION 53 GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 INVESTMENT POLICY OF THE CITY FORM OF OPINION OF SPECIAL COUNSEL SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS DTC'S BOOK -ENTRY ONLY SYSTEM FORM OF CONTINUING DISCLOSURE CERTIFICATE CITY OF PALO ALTO LOCATION MAP San Francisco Daly City Pacifica Hillsboroug Half Moon Bay San Mateo Fremont SAN MATEO COUNTY I 1 J San Leandro Oakland /417 V San Ramon Dublin — Pleasanton c Milpitas VU Cupertino Saratoga San a Clara Los Gatos 0 N CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, California 94301 http://www.cityofpaloalto.org CITY COUNCIL MEMBERS Liz Kniss, Mayor Eric Filseth, Vice Mayor Tom DuBois, Councilmember Adrian Fine, Councilmember Karen Holman, Councilmember Lydia Kou, Councilmember Gregory Scharff, Councilmember Greg Tanaka, Councilmember Cory Wolbach, Councilmember CITY OFFICIALS James Keene, City Manager Edward K. Shikada, Assistant City Manager Robert De Geus, Deputy City Manager Lalo Perez, Chief FinancialOfcer/Administrative Services Director Monique LeConge, Library/Acting Community Services Director Tarun Narayan, Manager of Treasury, Debt & Investments Kristen O'Kane, Assistant Director of Community Services Lam Do, Superintendent of Open Space, Parks & Golf Harriet Richardson, City Auditor Molly S. Stump, City Attorney Beth Minor, City Clerk SPECIAL SERVICES Special Counsel Jones Hall, A Professional Law Corporation San Francisco, California Disclosure Counsel Quint & Thimmig LLP Larkspur, California Financial Advisor PFM Financial Advisors LLC San Francisco, California Trustee U.S. Bank National Association San Francisco, California $ CITY OF PALO ALTO 2018 CERTIFICATES OF PARTICIPATION (California Avenue Parking Garage) INTRODUCTION This introduction does not purport to be complete and reference is made to the body of this Official Statement, appendices and the documents referred to herein for more complete information with respect to matters concerning the captioned Certificates. Potential investors are encouraged to read this entire Official Statement. Capitalized terms used and not defined in this Introduction shall have the meanings assigned to them elsewhere in this Official Statement and in APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —DEFINITIONS. General This Official Statement, including the cover page, the inside cover page and appendices hereto, is provided to furnish information in connection with the execution, sale and delivery of $ * City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"). The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of November 1, 2018 (the "Trust Agreement"), by and among the City of Palo Alto (the "City"), the Palo Alto Public Improvement Corporation (the "Corporation") and U.S. Bank National Association, as trustee (the "Trustee"). The proceeds of the Certificates will provide funds to (a) finance the costs of a 636 space parking garage (the "Project") and (b) pay delivery costs incurred in connection with the execution, delivery and sale of the Certificates. See "THE PROJECT." The City will lease certain existing property (the "Leased Property") to the Corporation pursuant to a Property Lease, dated as of November 1, 2018 (the "Property Lease"). The Corporation will lease the Leased Property back to the City pursuant to a Lease Agreement, dated as of November 1, 2018 (the "Lease Agreement"). The Certificates represent direct, undivided fractional interests of the owners thereof in the lease payments (the "Lease Payments") to be made by the City to the Corporation pursuant to the Lease Agreement. See "SOURCE OF PAYMENT FOR THE CERTIFICATES" and "THE LEASED PROPERTY." Interest with respect to the Certificates is payable on May 1 and November 1 of each year, commencing May 1, 2019. The Certificates will mature in the amounts and on the dates and be payable at the interest rates shown on the inside cover of this Official Statement. See "THE CERTIFICATES." The Certificates will be delivered in fully registered form only, in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York ("DTC"). DTC will act as the depository for the Certificates and all payments due with respect to the Certificates will be made to Cede & Co. Ownership interests in the Certificates may be purchased only in book -entry form. See "THE * Preliminary, subject to change. CERTIFICATES —Book -Entry Only System" and APPENDIX F—DTC'S BOOK -ENTRY ONLY SYSTEM. Source of Payment for the Certificates The Certificates represent direct, undivided interests of the Owners thereof in the Lease Payments to be paid by the City to the Corporation pursuant to the Lease Agreement. The Lease Payments are payable by the City from its general fund for the right to use and possess the Leased Property. The Lease Payments are subject to abatement during any period in which by reason of damage or destruction there is substantial interference with the use and occupancy by the City of the Leased Property or any portion thereof. The City will covenant under the Lease Agreement to take such action as necessary to include the Lease Payments in its annual budget and to make all necessary appropriations therefor (subject to abatement under certain circumstances described in the Lease Agreement). Pursuant to an Assignment Agreement, dated as of November 1, 2018 (the "Assignment Agreement"), by and between the Corporation and the Trustee, the Corporation will assign to the Trustee, for the benefit of the Owners of the Certificates, certain of its rights under the Lease Agreement, including its right to receive Lease Payments from the City. See "SOURCE OF PAYMENT FOR THE CERTIFICATES" and "RISK FACTORS." A reserve fund will not be funded for the Certificates. NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREEMENT CONSTITUTES A DEBT OR INDEBTEDNESS OF THE CITY OR THE STATE OF CALIFORNIA (THE "STATE") OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATIONS OR RESTRICTION OR AN OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION Redemption The Certificates are subject to optional and mandatory prepayment. See "THE CERTIFICATES —Prepayment. " The City The City is located in northern Santa Clara County (the "County"), approximately 35 miles south of the City of San Francisco. It is part of the San Francisco Bay metropolitan area. The City was incorporated in 1894. Its first Charter was granted by the State in 1909, and the City continues to operate as a charter city. The City shares its borders with East Palo Alto, Mountain View, Los Altos, Los Altos Hills, Stanford, Portola Valley, and Menlo Park. The City's current population is approximately 69,721. The City's adopted fiscal year 2018-19 general fund budget projects total revenue of $ million. See "THE CITY," "CITY FINANCIAL INFORMATION" and APPENDIX A —GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY. -2- Continuing Disclosure The City will covenant in a Continuing Disclosure Certificate to prepare and deliver an annual report to the Municipal Securities Rulemaking Board (the "MSRB") through the MSRB's Electronic Municipal Market Access system. See "CONTINUING DISCLOSURE" and APPENDIX G —FORM OF CONTINUING DISCLOSURE CERTIFICATE. Summaries of Documents This Official Statement contains descriptions of the Certificates, the Trust Agreement, the Property Lease, the Lease Agreement, the Assignment Agreement and various other agreements and documents. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document and, with respect to certain rights and remedies, to laws and principles of equity relating to or affecting creditors' rights generally. Copies of the various documents described herein are available for inspection during business hours at the corporate trust office of the Trustee at One California Street, Suite 1000, San Francisco, CA 94111. Other Information This Official Statement speaks only as of its date as set forth on the cover hereof, the information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the City since the date hereof. Unless otherwise expressly noted, all references to internet websites in this Official Statement, including without limitation, the City's website, are shown for reference and convenience only and none of their content is incorporated herein by reference. The information contained within such websites has not been reviewed by the City and the City makes no representation regarding the accuracy or completeness of the information therein. -3- ESTIMATED SOURCES AND USES OF FUNDS The following table shows the estimated sources and uses of the proceeds from the sale of the Certificates and other moneys: Sources Par Amount of the Certificates Total Sources Uses Deposit to the Parking Garage Construction Fund (1) Deposit to Costs of Issuance Fund (2) Total Uses Amounts deposited in the Parking Garage Construction Fund will be used to finance the Project. See "THE PROJECT." Costs of Issuance include the Underwriter's discount, fees and expenses of the municipal advisor, special counsel, disclosure counsel and the Trustee, printing expenses, rating fees, title insurance and other costs. THE PROJECT Proceeds of the Certificates will be used to (a) finance the costs of the Project and (b) pay a portion of the delivery costs incurred in connection with the execution, delivery and sale of the Certificates. The Project consists of construction of the California Avenue Parking Garage at 350 Sherman Avenue in the City. Construction of the garage is a key step in the delivery of a new Public Safety Building. The Public Safety Building will be built on the adjacent property at 250 Sherman Avenue that currently provides approximately 150 public parking stalls. The proposed parking garage will be located on the City's existing surface Parking Lot C-7. The parking garage will include four levels above grade and two stories below grade, with 636 public parking spaces serving the needs of the California Avenue business district. Construction will involve a cut-off wall to limit groundwater impact, cast -in -place post - tensioned structural concrete, and provisions for an integrated solar canopy. THE LEASED PROPERTY Pursuant to the Property Lease, the City will lease the Leased Property to the Corporation. Pursuant to the Lease Agreement, the Corporation will, in turn, lease the Leased Property back to the City. See APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —Property Lease and APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —Lease Agreement. The Leased Property consists, initially of the City's Rinconada Library, located at 1213 Newell Road in the City. [ADDITIONAL DESCRIPTION TO COME]. -4- Upon the construction and the substantial readiness of the Project for use and occupancy by the City, as shall be evidenced by a certificate of completion delivered by the City, the Project will be the Leased Property subject to the Property Lease and the Lease Agreement, and the initial Lease Property will be released. For a description of certain terms of the Lease Agreement see "SOURCE OF PAYMENT FOR THE CERTIFICATES" and APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —LEASE AGREEMENT. Pursuant to the Lease Agreement, the City may substitute the Leased Property, in whole or in part, by other properties, upon the satisfaction of certain conditions. For more information regarding the substitution of property see "SOURCE OF PAYMENT FOR THE CERTIFICATES —Substitution or Release of Site or Facility" and APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —Lease Agreement. The City has not granted any security interest in the Leased Property for the benefit of the Certificates and there is no remedy of foreclosure on the Leased Property upon the occurrence of an Event of Default under the Lease Agreement. For a discussion of remedies upon an Event of Default under the Lease Agreement, see "RISK FACTORS —Limitations on Remedies." -5- DEBT SERVICE SCHEDULE The following table shows the scheduled annual debt service for the Certificates: Payment Date (November 1) Principal (1) $ 3 Total $ Interest (2) Total Principal payments with respect to the Certificates on each November 1 are derived from Lease Payments made by the City on the preceding October 15. Includes sinking fund payments. Interest payments with respect to the Certificates on each May 1 and November 1 are derived from Lease Payments made by the City on the preceding April 15 and October 15. -6- THE CERTIFICATES General The Certificates will be executed and delivered in the aggregate principal amount and will mature on the dates and interest with respect thereto will be payable at the rates per annum as set forth on the inside cover page of this Official Statement. The Certificates will be delivered in the form of fully registered Certificates without coupons in the denomination of $5,000 or any integral multiple thereof. Interest with respect to the Certificates will be calculated on the basis of a 360 -day year of twelve 30 -day months and will be payable on May 1 and November 1 of each year, commencing May 1, 2019 (each an "Interest Payment Date"), until maturity or earlier prepayment thereof. The Certificates will be initially executed, delivered and registered in the name of "Cede & Co." as nominee of DTC and will be evidenced by one Certificate maturing on each of the maturity dates in a denomination corresponding to the total principal therein designated to mature on such date. See "THE CERTIFICATES —Book -Entry Only System" and APPENDIX F—DTC'C BOOK -ENTRY ONLY SYSTEM. Interest with respect to the Certificates will be payable from the Interest Payment Date next preceding the date of execution thereof, unless: (i) it is executed as of an Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date; or (ii) it is executed after a Record Date (i.e., the close of business on the 15th day of the month preceding each Interest Payment Date, whether or not such 15th day is a Business Day) and before the following Interest Payment Date, in which event interest with respect thereto shall be payable from such Interest Payment Date; or (iii) it is executed on or before April 15, 2019, in which event interest with respect thereto will be payable from its dated date; provided, however, that if, as of the date of execution of any Certificate, interest is in default with respect to any Outstanding Certificates, interest represented by such Certificate shall be payable from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Certificates. Payment of defaulted interest shall be paid by check mailed to the Owners as of a special record date to be fixed by the Trustee in its sole discretion, notice of which shall be given to the Owners not less than ten (10) days prior to such special record date. Payment of interest due with respect to any Certificate on any Interest Payment Date will be made to the person appearing on the Registration Books as the Owner thereof as of the Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed on the Interest Payment Date by first class mail to such Owner at his or her address as it appears on the Registration Books as of such Record Date or, upon written request filed with the Trustee prior to the Record Date by an Owner of at least $1,000,000 in aggregate principal amount of Certificates, by wire transfer in immediately available funds to an account in the United States designated by such Owner in such written request. Any such written request shall remain in effect until rescinded in writing by the Owner. The principal and prepayment price with respect to the Certificates at maturity or upon prior prepayment shall be payable by check denominated in lawful money of the United States of America upon surrender of the Certificates at the Principal Corporate Trust Office. Prepayment Optional Prepayment. The Certificates maturing on or before November 1, 20 , are not subject to optional prepayment prior to maturity. The Certificates maturing on and after November 1, 20 , are subject to optional prepayment in whole or in part on any date in such order of maturity as shall be designated by the City and by lot within a maturity, on or after November 1, 20 , at a -7- prepayment price equal to the principal amount of the Certificates to be redeemed, together with accrued interest, without premium, to the date fixed for prepayment, from the proceeds of the optional prepayment of Lease Payments made by the City pursuant to the Lease Agreement. Prepayment from Net Proceeds of Insurance and Condemnaytion. The Certificates are also subject to prepayment on any date, in whole or in part, from the net proceeds of insurance or condemnation with respect to the Leased Property, which Net Proceeds are deposited in the accounts within the Lease Payment Fund and credited towards the prepayment of the Lease Payments made by the City pursuant to the Lease Agreement, at a prepayment price equal to the principal amount of the Certificates to be prepaid, together with accrued interest to the date fixed for prepayment, without premium. Selection of Certificates for Prepayment. Whenever provision is made for the prepayment of Certificates and less than all Outstanding Certificates are called for prepayment, the Trustee shall select Certificates for prepayment from the Outstanding Certificates not previously called for prepayment, among maturities in integral multiples of $5,000 and by lot within a maturity in any manner deemed appropriate by the Trustee. For the purposes of such selection, Certificates shall be deemed to be composed of $5,000 portions, and any such portion may be separately prepaid. The Trustee shall promptly notify the City and the Corporation in writing of the Certificates so selected for prepayment. Notice of Prepayment. When prepayment is authorized or required pursuant to the Trust Agreement, the Trustee shall give notice of the prepayment of the Certificates. Such notice shall specify: (a) that the Certificates or a designated portion thereof are to be prepaid, (b) the date of prepayment, (c) the place or places where the prepayment will be made, and (d) that the City has the right to rescind the notice as provided below. Such notice shall further state that on the specified date there shall become due and payable upon each Certificate, the principal together with interest accrued to said date, and that from and after such date interest represented thereby shall cease to accrue and be payable. Notice of such prepayment shall be mailed by first class mail to the respective Owners of Certificates designated for prepayment at their addresses appearing on the Registration Books, at least thirty (30) days but not more than forty-five (45) days prior to the prepayment date, which notice shall, in addition to setting forth the above information, set forth, in the case of each Certificate called only in part, the portion of the principal thereof which is to be prepaid; provided that neither failure to receive such notice so mailed nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the prepayment of such Certificates. The City has the right to rescind any notice of the optional prepayment of Certificates by written notice to the Trustee on or prior to the date fixed for prepayment. Any notice of optional prepayment shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for prepayment for the payment in full of the Certificates then called for prepayment, and such cancellation shall not constitute an Event of Default. The City and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of prepayment. The Trustee shall mail notice of such rescission of prepayment to the respective Owners of the Certificates designated for prepayment at their respective addresses appearing on the Registration Books, and to DTC and the Municipal Securities Rulemaking Board. Partial Prepayment of Certificate. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the City, a new Certificate or -8- Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and the same maturity. Effect of Notice of Prepayment. Notice having been given in compliance with the Trust Agreement, and moneys for the prepayment (including the interest to the applicable date of prepayment and including any applicable premium), having been set aside in the Lease Payment Fund, the Certificates shall become due and payable on said date of prepayment, and, upon presentation and surrender thereof at the Corporate Trust Office of the Trustee, said Certificates shall be paid at the unpaid principal amount (or applicable portion thereof) with respect thereto, plus interest accrued and unpaid to said date of prepayment. If, on said date of prepayment, moneys for the prepayment of all the Certificates to be prepaid, together with interest to said date of prepayment, shall be held by the Trustee so as to be available therefor on such date of prepayment, and, if notice of prepayment thereof shall have been given as aforesaid, then, from and after said date of prepayment, interest represented by said Certificates shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the prepayment of Certificates shall be held in trust for the account of the Owners of the Certificates so to be prepaid. Transfer and Exchange of Certificates The registration of any Certificate may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Certificate for cancellation at the Corporate Trust Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Certificate or Certificates shall be surrendered for registration of transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same maturity and aggregate principal amount of the same series, in any authorized denominations. Certificates may be exchanged at the Corporate Trust Office of the Trustee, for a like aggregate principal amount of Certificates of other authorized denominations of the same maturity and the same series. The City shall pay any costs of the Trustee incurred in connection with such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Book -Entry System The Certificates will be initially executed, delivered and registered as one fully registered certificate for each maturity, without coupons, in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository of the Certificates. Individual purchases may be made in book -entry form only, in the principal amount of $5,000 and integral multiples thereof. Purchasers will not receive physical certificates representing their interest in the Certificates purchased. Principal and interest will be paid to DTC which will in turn remit such principal and interest to its participants for subsequent disbursement to the beneficial owners of the Certificates as described herein. So long as DTC's book -entry system is in effect with respect to the Certificates, notices to Owners of the Certificates by the City or the Trustee will be sent to DTC. Notices and communication by DTC to its participants, and then to the beneficial owners of the Certificates, will be governed by arrangements among them, subject to then effective statutory or regulatory requirements. See APPENDIX F—DTC'S BOOK -ENTRY SYSTEM. -9- In the event that such book -entry system is discontinued with respect to the Certificates, the City will cause the Trustee to execute and deliver replacements in the form of registered certificates and, thereafter, the Certificates will be transferable and exchangeable on the terms and conditions provided in the Trust Agreement. SOURCE OF PAYMENT FOR THE CERTIFICATES General Each Certificate represents a direct, undivided interest of the Owners in the Lease Payments. Pursuant to the Lease Agreement, the City will lease the Leased Property from the Corporation and agree to make Lease Payments. See "THE LEASED PROPERTY." Upon satisfaction of certain conditions set forth in the Lease Agreement, the City may substitute the Leased Property with other properties. See "Substitution or Release of Site or Facility." As security for the Certificates, the Corporation will assign to the Trustee for the payment of principal and interest with respect to the Certificates, the Corporation's rights, title and interest in the Lease Agreement (with certain exceptions), including the right to receive Lease Payments to be made by the City under the Lease Agreement. The Lease Payments are payable by the City from any source of legally available funds. THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREEMENT DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS UNDER THE LEASE AGREEMENT CONSTITUTES AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATIONS. Lease Payments; Covenant to Appropriate Pursuant to the Lease Agreement, the City has agreed to make Lease Payments for the lease of the Leased Property. Lease Payments will be made by the City to the Trustee on April 15 and October 15 in each year, in advance of the corresponding May 1 and November 1 Interest Payment Dates. The City will also pay as additional payments ("Additional Payments"), amounts required for the payment of all costs and expenses incurred by the Corporation to comply with the provisions of the Trust Agreement or in connection with the execution and delivery of the Certificates. The City has covenanted under the Lease Agreement to take such action as may be necessary to include all Lease Payments in its annual budget and to make the necessary annual appropriations for all such payments. Under certain circumstances described under the Lease Agreement, however, Lease Payments are subject to abatement during periods of substantial interference with the City's use and occupancy of the Leased Property or any portion thereof. See "SOURCE OF PAYMENT FOR THE CERTIFICATES —Abatement." -10- Insurance The City is required to keep or cause to be kept casualty insurance against loss or damage by fire and lightning, with extended coverage and vandalism and malicious mischief insurance, in an amount at least equal to the vof (i) 100% of the replacement cost (without deducting for depreciation) of the Leased Property and (ii) the aggregate principal amount of Certificates at the time outstanding. Such insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. To insure against loss of rental income caused by perils mentioned above, the City is required to maintain, or cause to be maintained throughout the term of the Lease Agreement, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any part of the Leased Property as a result of any of the hazards described above in an amount at least equal to the maximum Lease Payments coming due and payable during any two consecutive fiscal years during the remaining term of the Lease Agreement. Public liability and property damage insurance coverage is required in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $150,000 (subject to a deductible clause of not to exceed $250,000, or such higher amount as the City shall determine, provided that such higher deductible shall be considered a self insured retention) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City and may be maintained in the form of insurance maintained through a joint exercise of powers authority created for such purpose or in the form of self-insurance by the City. The net proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds shall have been paid. The City shall provide, from moneys in the Costs of Issuance Fund or at its own expense, on the Closing Date, a CLTA title insurance policy in the amount of not less than the principal amount of the Certificates, insuring the City's leasehold estate in the Leased Property, subject only to Permitted Encumbrances. See APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —LEASE AGREEMENT —Insurance. Abatement Pursuant to the Lease Agreement, the amount of Lease Payments will be abated, during any period in which by reason of damage or destruction (other than by eminent domain which is otherwise provided for) there is substantial interference with the use and occupancy by the City of the Leased Property or the Leased Property or any portion thereof. The amount of such abatement shall be agreed upon by the City and the Corporation such that the resulting Lease Payments represent fair consideration for the use and occupancy of the portions of the Leased Property not damaged or destroyed. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, the Lease Agreement shall continue in full force and effect and the City waives any right to -11- terminate the Lease Agreement by virtue of any such damage and destruction. However, notwithstanding any other provisions of the Lease Agreement, there shall be no abatement of Lease Payments to the extent that the proceeds of an eminent domain or insurance award are available to pay Lease Payments, or to the extent that moneys are available in the Lease Payment Fund, it being declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments. See "SOURCE OF PAYMENT FOR THE CERTIFICATES —Insurance," APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —Lease Agreement —Insurance and APPENDIX E —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —Lease Agreement —Abatement of Lease Payments in the Event of Damage or Destruction. Eminent Domain Pursuant to the Lease Agreement, if the Leased Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the term of the Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Leased Property is taken permanently, or if the Leased Property or any part thereof shall be taken temporarily, under the power of eminent domain, (1) the Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of Lease Payments as a result of the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments, in an amount to be agreed upon by the City and the Corporation such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Leased Property. The City covenants to contest any eminent domain award which is insufficient to either: (i) prepay the Certificates in whole, if all of the Leased Property is condemned; or (ii) prepay a pro rata share of Certificates, in the event that less than all of the Leased Property is condemned. No Reserve Fund A reserve fund will not be funded for the Certificates. Optional Prepayment Pursuant to the Lease Agreement, the City has an option to prepay the principal components of the Lease Payments in full, by paying the aggregate unpaid principal components of the Lease Payments, or in part, in a prepayment amount equal to the principal amount of Lease Payments to be prepaid, together with accrued interest to the date fixed for prepayment, together with the premium set forth for the prepayment of Certificates. See "THE CERTIFICATES —Prepayment —Optional Prepayment." Said option may be exercised with respect to Lease Payments due on and after October 15, 20 , in whole or in part on any date, commencing October 15, 20 . In the event of prepayment in part, the partial prepayment will be applied against Lease Payments in such order of payment date as will be selected by the City. Lease Payments due after any such partial prepayment will be in the amounts set forth in a revised Lease Payment schedule which will be provided by, or caused to be provided by, the City to the Trustee and which will represent an adjustment to the schedule set forth in the Lease Agreement taking into account said partial prepayment. -12- Mandatory Prepayment The City shall be obligated to prepay the Lease Payments for the Leased Property, in whole or in part on any date, from and to the extent of any Net Proceeds of insurance award or condemnation award with respect to the Leased Property that have been deposited with the Trustee in the Lease Payment Fund for such purpose. Such proceeds shall be applied to the prepayment of the principal component of the Lease Payments and the prepayment of the Certificates.. See "THE CERTIFICATES —Prepayment — Mandatory Prepayment." Substitution or Removal of Leased Property Substitution of Leased Property. The City has the option at any time and from time to time during the term of the Lease Agreement, to substitute other land, facilities, improvements or other property (a "Substitute Property") for the Leased Property or any portion thereof (a "Former Property"), provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such substitution: (a) The City shall notify S&P in writing of such substitution, which notice shall contain the certification that all conditions for such substitution, as set forth in the Lease Agreement, are met with respect to such substitution; (b) The City shall take all actions and shall execute all documents required to subject such Substitute Property to the terms and provisions of the Lease Agreement, including the filing with the Corporation and the Trustee of an amendment to the Lease Agreement which adds thereto a description of such Substitute Property and deletes therefrom the description of such Former Property, and including the recordation of the Lease Agreement or a memorandum hereof with respect to such Substitute Property in the office of the County Recorder; (c) The City shall certify in writing that the estimated fair market value of such Substitute Property is at least equal to the aggregate principal components of the unpaid Lease Payments; (d) The City shall certify in writing to the Corporation and the Trustee that such Substitute Property serves the public purposes of the City and constitutes property which the City is permitted to lease under the laws of the State; (e) The City shall certify in writing to the Corporation and the Trustee that the estimated useful life of such Substitute Property at least extends to the date on which the final Lease Payment becomes due and payable hereunder; (f) The City shall obtain a CLTA policy of title insurance meeting the requirements of the Lease Agreement with respect to such Substitute Property; and (g) The Substitute Property shall not cause the City to violate any of its covenants, representations and warranties made in the Lease Agreement or in the Trust Agreement. From and after the date on which all of the foregoing conditions precedent to such substitution are satisfied, the term of the Lease Agreement shall cease with respect to the Former Property and shall be -13- continued with respect to the Substitute Property, and all references herein to the Former Property shall apply with full force and effect to the Substitute Property. The City shall not be entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such substitution. Removal of Property from Leased Property. The City has the option at any time and from time to time during the term of the Lease Agreement, to remove any property from the description of the Leased Property, provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such removal: (a) The City shall notify S&P in writing of such removal, which notice shall contain the certification that all conditions for such removal, as set forth in the Lease Agreement, are met with respect to such removal; (b) The City shall file with the Corporation and the Trustee an amendment to the Lease Agreement which deletes therefrom the description of the property to be removed; (c) The City shall certify in writing that the estimated fair market value of the Leased Property that will remain following such removal is at least equal to the aggregate principal components of the unpaid Lease Payments, and that the useful life of the Leased Property is not less than the final payment date of the unpaid Lease Payments; and (d) The City shall obtain and cause to be filed with the Trustee and the Corporation an opinion of Bond Counsel stating that such removal is permitted under the Lease Agreement. From and after the date on which all of the foregoing conditions precedent to such removal are satisfied, the term of the Lease shall cease with respect to the property which is so removed. The City shall not be entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such removal. Events of Default and Remedies The following shall be "events of default" under the Lease Agreement: (a) Failure by the City to pay any Lease Payment when due and payable, or failure to pay any other payment when due and payable. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in paragraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Corporation, the Trustee or the Owners of not less than twenty percent (20%) in aggregate principal amount of Certificates then outstanding; provided, however, if the failure stated in the notice can be corrected, but not within the applicable period, the Corporation, the Trustee and such Owners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (c) The filing by the City of a voluntary petition in bankruptcy under Title 11 of the United States Code or any substitute or successor statute. -14- Whenever any event of default shall have happened and be continuing, it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement; provided, however, that notwithstanding anything in the Lease Agreement or in the Trust Agreement to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant to be kept and performed by the City under the Lease Agreement is expressly made a condition and upon the breach thereof the Corporation may exercise any and all rights of entry and re-entry upon the Leased Property, and also, at its option, with or without such entry, may terminate the Lease Agreement. In the event of such default and notwithstanding any re-entry by the Corporation, the City shall, as expressly provided in the Lease Agreement, continue to remain liable for the payment of the Lease Payments and/or damages for breach of the Lease Agreement and the performance of all conditions contained in the Lease Agreement and, in any event such rent and/or damages shall be payable to the Corporation at the time and in the manner as provided in the Lease Agreement. Amendment of Lease Agreement Except as provided below, without the prior written consent of the Trustee, the City will not alter, modify or cancel, or agree or consent to alter, modify or cancel the Lease Agreement, excepting only such alteration or modification as may be permitted by the Trust Agreement. In addition, the Lease Agreement may be amended to obligate the City to pay additional amounts of rental thereunder for the use and occupancy of the Leased Property or any portion thereof, but only if (a) such additional amounts of rental do not cause the total rental payments made by the City under the Lease Agreement to exceed the fair rental value of the Leased Property, (b) such additional amounts of rental shall be pledged or assigned for the payment of any bonds, notes, leases or other obligations the proceeds of which shall be applied to finance the completion of public facilities and (c) the City shall send notification of the additional financing to the rating agency then rating the Certificates. THE CITY The City is located in northern portion of the County, approximately 35 miles south of the City of San Francisco. It is part of the San Francisco Bay metropolitan area. The City is considered the birthplace of the high technology industry and a center of the Silicon Valley. Stanford University covers 700 -acre area in the City, and the City is home to high-tech leaders such as Hewlett-Packard, SAP America, Varian Medical Systems, VMware, Tibco Software, the Electric Power Research Institute and Communications and Power Industries and Skype. The City is also a major employment center, including U.S. Department of Veteran Affairs' Palo Alto Health Care System, Stanford Hospitals and Clinics, Lockheed Martin Missiles and Space, Palo Alto Medical Foundation, Stanford Shopping Center, the law offices of Wilson Sonsini Goodrich and Rosati, and the Xerox Palo Alto Research Center. The City was incorporated in 1894. Its first Charter was granted by the State in 1909, and the City continues to operate as a charter city. Municipal operations are conducted under the Council -Manager form of government. The nine City Council Members (reducing to seven members in January 2019) are elected at large for four-year, staggered terms. The Mayor and Vice Mayor are elected annually at the first City Council meeting in January. The Mayor presides over all City Council meetings. The City Manager -15- is responsible for the operation of all municipal functions, except the offices of the City Attorney, City Clerk, and City Auditor. These officials are appointed by, and report directly to, the City Council. See APPENDIX A —GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY for a general description of the City as well as certain demographic and statistical information. CITY FINANCIAL INFORMATION Financial Statements and Budgetary Process The City's accounting policies conform to generally accepted accounting principles. The audited financial statements also conform to the principles and standards for public financial reporting established by the Governmental Accounting Standards Board. Basis of Accounting and Financial Statement Presentation. The government -wide financial statements are reported using the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due. Audited Financial Statements. The City retained the firm of Macias Gini & O'Connell LLP (MGO), Walnut Creek, California (the "City's Auditor"), to examine the general purpose financial statements of the City as of and for the year ended June 30, 2017. The audited financial statements for fiscal year ended June 30 2017, are included in APPENDIX B —COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017. The City has not requested, and the City's Auditor has not provided, any review or update of such financial statements in connection with their inclusion in this Official Statement. Budget Process. The City Council adopts an annual budget with appropriations for all City funds prior to the beginning of the fiscal year, which begins on July 1 of each year. The City Council has the legal authority to amend the budget at any time during the fiscal year. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the appropriated budget approved by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) for the City's operating budget is at the fund level. For the operating budget, the City Manager has the authority to move appropriations between accounts (without dollar limitation) within a budget program and within the same fund. All other appropriation changes require the approval of the City Council. All appropriations lapse at the end of the fiscal year unless specific carryovers are approved by the City Council. -16- The following table shows the City's audited general fund balance sheet for fiscal years 2013-14 through 2016-17 and unaudited actuals for fiscal year 2017-18. Table 1 General Fund Balance Sheet Fiscal Years 2013-14 through 2017-18 (Dollars in Thousands) FY2013-14 FY2014-15 FY2015-16 FY2016-17 FY2017-18 Audited Audited Audited Audited Unaudited ASSETS Cash and Investments $ 42,013 $ 54,730 $ 53,113 $ 47,779 Accounts and Intergovernmental Receivables 8,761 10,197 15,676 17,418 Interest Receivable 642 525 640 738 Notes and Loans Receivable 900 868 513 496 Prepaid Items 352 66 - Advance to Other Funds 935 1,695 2,211 2,915 Inventory of Materials and Supplies 4,001 3,667 4,364 4,298 Total Assets 57,604 71,748 76,517 73,644 LIABILITIES Accounts Payable and Accruals 4,094 3,647 3,832 4,984 Accrued Salaries and Benefits 2,852 3,114 3,859 1,466 Unearned Revenue 2,348 2,517 1,895 4,087 Total Liabilities 9,294 9,278 9,586 10,537 FUND BALANCES Nonspendable: Notes and Loans Receivable 900 868 513 496 Prepaid Items 352 66 - - Inventories 4,001 3,667 4,364 4,298 Advances to Other Funds 935 1,695 2,211 2,915 Assigned for: Unrealized Gain on Investments 672 671 2,066 Other General Governmental Purposes 4,760 5,605 6,195 6,150 Reappropriations 1,607 1,700 - 1,130 Unassigned for: Budget Stabilization 35,083 48,198 51,582 48,118 Total Fund Balances 48,310 62,470 66,931 63,107 Total Liabilities and Fund Balances 57,604 71,748 76,517 73,644 Sources: City of Palo Alto 2013-14 through 2016-17 CAFRs and City of Palo Alto. -17- The following table shows the City's audited general fund revenues, expenditures and changes in fund balances for fiscal years 2014-15 through 2016-17, unaudited actuals for fiscal year 2017-18 and the City's adopted budget for fiscal year 2018-19. Table 2 General Fund Statement of Revenue, Expenditures and Changes in Fund Balances Fiscal Years 2014-15 through 2017-18 and Adopted Budget for Fiscal Year 2018-19 (Dollars in Thousands) FY2014-15 FY2015-16 FY2016-17 FY2017-18 FY2018-19 Audited Audited Audited Unaudited Budget REVENUES Property Tax $ 34,117 $ 36,607 $ 39,381 Sales Tax 29,675 30,018 29,923 Utility Users Tax 10,861 12,469 14,240 Transient Occupancy Tax 16,699 22,366 23,477 Documentary Transfer Tax 10,384 6,266 7,491 Other Taxes and Fines 1,900 2,238 2,167 Charges for Services 25,973 23,910 22,267 From Other Agencies 3,712 3,190 2,758 Permits and Licenses 7,056 7,912 7,437 Investment Earnings 1,177 2,494 (1,193) Rental Income 14,911 15,769 15,692 Other Revenue 1,018 2,591 760 Total Revenues 157,483 165,830 164,400 EXPENDITURES City Council 270 330 316 City Manager 2,112 2,567 1,896 City Attorney 1,830 2,212 2,049 City Clerk 679 488 724 City Auditor 409 313 822 Administrative Services 3,746 3,545 4,975 Human Relations 1,570 1,843 2,194 Public Works 11,440 12,315 13,578 Planning and Community Environment 7,369 9,059 9,054 Development Services 11,152 10,643 10,908 Police) 61,226 35,247 39,597 Fire(') -0) 28,312 31,419 Community Services 23,045 24,280 25,192 Library 7,980 7,960 8,953 Non -Departmental 5,578 5,680 5,906 Capital Outlay - - - Debt Service - Principal 383 395 406 Debt Service - Interest 46 36 26 Total Expenditures 138,835 145,225 158,015 EXCESS OF REVENUES OVER EXPENDITURES 18,648 20,605 6,385 OTHER FINANCING SOURCES Transfers In 17,796 18,317 19,222 Transfers Out (22,284) (34,461) (29,431) Total Other Financing Sources (4,488) (16,144) (10,209) Change in Fund Balances 14,160 4,461 (3,824) FUND BALANCES, BEGINNING OF YEAR 48,310 62,470 66,931 FUND BALANCES, END OF YEAR $62,470 $66,931 $63,107 Sources: City of Palo Alto 2013-14 through 2016-17 CAFRs and City of Palo Alto 2018-19 Budget, adopted June , 2018. (1) In fiscal year 2014-15 the Police and Fire totals were reported under a combined heading, Public Safety. -18- City Financial Management Policies The City Council has adopted a comprehensive set of financial management policies to provide for: (i) establishing targeted general fund reserves; (ii) the prudent investment of City funds, and (iii) management of debt. The City's practice is to incur debt only after deliberation over the effect of such debt on the City's General Fund and other resources of the City, and in those circumstances where the use of debt would be appropriate to the scale and economic life of the asset being financed and the accumulation or availability of reserves to fund the capital requirement. General Fund Budget Stabilization Reserve Policy. The following table shows the City's general fund Budget Stabilization Reserve Policy guidance, actual reserves for fiscal year 2017-18 and budgeted reserve for fiscal year 2018-19. Table 3 General Fund Budget Stabilization Reserve Policy Policy Actual Budgeted Guidance FY 2017-18 FY 2018-19 % of Expenses 15% to 20%; target goal of 18.5% % % Source: City of Palo Alto Finance Department. Investment Policy. The investment of funds of the City (except pension and retirement funds) is made in accordance with the City' s Investment Policy, most recently approved in June 2017 (the "Investment Policy"), and section 53601 et seq. of the California Government Code. The Investment Policy is subject to revision at any time and is reviewed at least annually to ensure compliance with the stated objectives of safety, liquidity, yield, and current laws and financial trends. All amounts held under the Trust Agreement are invested at the direction of the City in Permitted Investments, as defined in the Trust Agreement, and are subject to certain limitations contained therein. See APPENDIX C — INVESTMENT POLICY OF THE CITY and APPENDIX D —SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —TRUST AGREEMENT —Investments. Debt Management Policy. In accordance with section 8855(i) of the California Government Code the City adopted a debt management policy on April 11, 2017, to establish conditions for the use of debt; to ensure that debt capacity and affordability are adequately considered; to minimize the City's interest and issuance costs; to maintain the highest possible credit rating; to provide complete financial disclosure and reporting; and to maintain financial flexibility for the City. Capital Improvement Project Practices. While the City does not have an adopted capital improvement project policy, it does have certain criteria that must be adhered to before commencing a capital improvement project including (a) that the project must have a minimum cost of $50,000 for each stand-alone unit or combined project, (b) that the project must have a useful life of at least five to seen years, and (c) that the project must extend the life of an existing asset or provide a new functional use for an existing asset for at least five years. -19- Current Investments The City's investment portfolio (par value), as of June 30, 2018, included cash and investments equal to $ Principal Sources of General Fund Revenues Property taxes were the single largest revenue source to the General Fund in fiscal year 2016-17, representing approximately 23.9% of revenues. Sales and use taxes represented approximately 18.2% of General Fund revenues. The City imposes a transient occupancy tax of 14% on short term (30 days or less) room rental. Transient occupancy tax represented approximately 14.3% of General Fund revenues in fiscal year 2016-17. For a discussion of potential State Budget impacts on general fund revenues, see "— State Budgets." For a discussion of sales tax revenues and property taxes, see "—Sales Tax" and "—Ad valorem Property Taxation." In addition, the City receives the following local taxes: Utility Users Tax. The Utility Users Tax is levied on electric, gas, and water consumption, as well as on telephone usage. Utility Users Tax represented approximately 8.7% of revenues in fiscal year 2016- 17. Documentary Transfer Tax. The Documentary Transfer Tax is based on the number and value of property sales. The following table shows the City's audited general fund tax revenues by source for the most recent three fiscal years, unaudited actuals for fiscal year 2017-18 and budgeted tax revenues for fiscal year 2018-19: Table 4 Tax Revenues by Source (Dollars in Thousands) FY2014-15 FY2015-16 FY2016-17 FY2017-18 FY2018-19 Source Audited Audited Audited Unaudited Budget Property Tax $ 34,117 $ 36,607 $ 39,381 Sales Tax 29,675 30,018 29,923 Transient Occupancy Tax 16,699 22,366 23,477 Utility User Tax 10,861 12,469 14,240 Documentary Transfer Tax 10,384 6,266 7,491 Other Taxes and Fines 1,900 2,238 2,167 Total Revenues $103,636 $109,964 $116,679 Sources: City of Palo Alto fiscal years 2014-15 through 2016-17 CAFRs and City of Palo Alto fiscal year 2018-19 Budget, adopted June , 2018. Property Taxes Under Proposition 13, an amendment to the California Constitution adopted in 1978, the county assessor's valuation of real property is established as shown on the fiscal year 1975-76 tax bill, or, thereafter, as the appraised value of real property when purchased, newly constructed, or a change in -20- ownership has occurred. Assessed value of property may be increased annually to reflect inflation at a rate not to exceed 2% per year, or reduced to reflect a reduction in the consumer price index or comparable data for the area under taxing jurisdiction or in the event of declining property value caused by substantial damage, destruction, market forces or other factors. As a result of these rules, real property that has been owned by the same taxpayer for many years can have an assessed value that is much lower than that of similar properties more recently sold, and may be lower than its own market value. Likewise, changes in ownership of property and reassessment of such property to market value commonly will lead to increases in aggregate assessed value even when the rate of inflation or consumer price index would not permit the full 2% increase on any property that has not changed ownership. Taxes are levied by the County for each fiscal year on taxable real and personal property which is situated in the County as of the preceding January 1. Real property which changes ownership or is newly constructed is revalued at the time the change in ownership occurs or the new construction is completed. The current year property tax rate will be applied to the reassessment, and the taxes will then be adjusted by a proration factor to reflect the portion of the remaining tax year for which taxes are due. Local agencies and schools will share the growth of "base" sources from the tax rate area. Each year's growth allocation becomes part of each local agency's allocation in the following year. The availability of revenue from growth in the tax bases in such tax rate areas may be affected by the existence of redevelopment agencies (including their successor agencies) which, under certain circumstances, may be entitled to sources resulting from the increase in certain property values. State law exempts $7,000 of the assessed valuation of an owner -occupied principal residence. This exemption does not result in any loss of revenue to local agencies since an amount equivalent to the taxes that would have been payable on such exempt values is supplemented by the State. For assessment and tax collection purposes, property is classified either as "secured" or "unsecured," and is listed accordingly on separate parts of the assessment roll. The "secured roll" is that part of the assessment roll containing State -assessed property and property (real or personal) for which there is a lien on real property sufficient, in the opinion of the county assessor, to secure payment of the taxes. All other property is "unsecured," and is assessed on the "unsecured roll." Secured property assessed by the State Board of Equalization is commonly identified for taxation purposes as "utility" property. Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each fiscal year, and if unpaid become delinquent on December 10 and April 10, respectively. A penalty of 10% attaches immediately to any delinquent payment. Property on the secured roll, with respect to which taxes are delinquent, becomes tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of delinquent taxes and the delinquency penalty, plus costs and prepayment penalty of one and one-half percent per month to the time of prepayment. If taxes are unpaid for a period of five years or more, the property is subject to sale by the county treasurer. Property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 31. A 10% penalty attaches to delinquent unsecured taxes. If unsecured taxes are unpaid at 5 p.m. on October 31, an additional penalty of one and one-half percent per month attaches to such taxes on the first day of each month until paid. A county has four ways of collecting delinquent unsecured personal property taxes: (1) bringing a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county clerk and county recorder's office -21- in order to obtain a lien on certain property of the taxpayer; and (4) seizing and selling personal property, improvements, or possessory interests belonging or assessed to the delinquent taxpayer. Alternative Method of Tax Apportionment. The Board of Supervisors of the County has approved the implementation of the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan"), as provided for in section 4701 et seq. of the California Revenue and Taxation Code. The Teeter Plan guarantees distribution of 100% of the general taxes levied to the taxing entities within the County, with the County retaining all penalties and interest penalties affixed upon delinquent properties and redemptions of subsequent collections. Under the Teeter Plan, the County apportions secured property taxes on a cash basis to local political subdivisions, including the City, for which the County acts as the tax -levying or tax -collecting agency. At the conclusion of each fiscal year, the County distributes 100% of any taxes delinquent as of June 30th to the respective taxing entities. The Teeter Plan is applicable to secured property tax levies. As adopted by the County, the Teeter Plan excludes Mello -Roos Community Facilities Districts, special assessment districts, and benefit assessment districts. The Teeter Plan is to remain in effect unless the Board of Supervisors of the County orders its discontinuance or unless, prior to the commencement of any fiscal year of the County (which commences on July 1), the Board of Supervisors receives a petition for its discontinuance joined in by resolutions adopted by at least two-thirds of the participating revenue districts in the County, in which event the Board of Supervisors is to order discontinuance of the Teeter Plan effective at the commencement of the subsequent fiscal year. The Board of Supervisors may also, after holding a public hearing on the matter, discontinue the Teeter Plan with respect to any tax levying agency or assessment levying agency in the County if the rate of secured tax delinquency in that agency in any year exceeds 3% of the total of all taxes and assessments levied on the secured roll in that agency. If the Teeter Plan is discontinued subsequent to its implementation, only those secured property taxes actually collected would be allocated to political subdivisions (including the City) for which the County acts as the tax -levying or tax -collecting agency, but penalties and interest would be credited to the political subdivisions. The City is not aware of any petitions for the discontinuance of the Teeter Plan in the County. Assessed Valuation The City uses the facilities of the County for tax assessment and collection. City taxes are assessed and collected at the same times and on the same tax rolls as County, school and special district taxes. Under California law, two additional types of exemptions were authorized beginning in the tax year 1969-70. The first of these exempts 50% of the assessed valuation of business inventories from taxation. The second provides an exemption of $7,000 of the assessed valuation of an owner -occupied dwelling from which application has been made to the County Assessor. Under a constitutional amendment that is effective in Fiscal year 2018-19, the California Legislature can raise this exemption. Revenue estimated to be lost to local taxing agencies due to such exemption is reimbursed from State sources if funds are appropriated. The reimbursement is based upon total taxes due upon these exempt values and therefore is not reduced by any amounts for estimated delinquencies. -22- Summarized below is the assessed valuation and tax collection record of the City for the five most recent fiscal years. Table 5 Assessed Valuations (Dollars in thousands) Fiscal Year Local Secured Utility Unsecured Totalm 2014-15 $25,572,918 $2,572 $1,622,636 $27,198,127 2015-16 27,618,260 2,572 1,794,921 29,415,754 2016-17 30,148,340 2,572 1,803,468 31,954,381 2017-18 32,509,995 2,572 1,922,170 34,434,739 2018-19 34,891,627 7,004 1,902,781 36,801,413 Source: California Municipal Statistics, Inc. (1) Totals may not add due to rounding. Principal Taxpayers. The following table sets forth the principal secured property taxpayers in the City as of the most recent fiscal year. Table 6 Largest Local Secured Property Tax Payers Fiscal Year 2018-19 Property Owner 1. Board of Trustees Leland Stanford Jr. University 2. Space Systems Loral Land LLC 3. Google Inc. 4. 395 Page Mill LLC 5. ARE -San Francisco 69 LLC 6. SVF Sherman Palo Alto Corporation 7. Hohbach Realty Co. LP 8. SI 45 LLC 9. Gwin Property Inc. 10. BVK Hamilton Ave. LLC 11. 530 Lytton Owner LLC 12. PA Hotel Holdings LLC 13. Ronald & Ann Williams Charitable Foundation 14. Donald Ferrando Trustee 15. Palo Alto Property Owner LLC 16. PPC Forest Towers LLC 17. 130 Lytton Owner LLC 18. Pacific Land Development 19. Palmetto Hospitality of Palo Alto LLC 20. 529 Bryant St. Parts LLC Total Top 20 Primary Land Use Various Land Uses Industrial Industrial/Office Office Building Office Building Office Building Apartments Office Building Office Building Office Building Office Building Hotel Shopping Center Office Building Office Building Apartments Office Building Hotel Hotel Office Building Source: California Municipal Statistics, Inc. (1) 2018-19 Local Secured Assessed Valuation: $34,891,627,511. (2) Net taxable value. 2018-19 Assessed Valuation $5 ,446,309,461(2) 248,246,753 213,981,535 118,303,278 114,574,845 97,856,041 94,642,043 81,145,206 78,540,000 73,189,015 71,138,440 70,028,201 66,211,990 64,575,725 63,543,895 59,789,088 57,100,623 48,665,210 48,249,572 48,006,786 $7,164,097,707 % of Total (1> 15.61% 0.71 0.61 0.34 0.33 0.28 0.27 0.23 0.23 0.21 0.20 0.20 0.19 0.19 0.18 0.17 0.16 0.14 0.14 0.14 20.53% -23- Sales and Use Taxes A sales tax is imposed on the privilege of consuming personal property in California. California does not tax services. The tax rate is established by the State Legislature, and is presently 7.25%, statewide. In addition, many of California's cities, counties, towns and communities have special taxing jurisdiction to impose a transaction (sales) or use tax. These so-called district taxes increase the tax rate in a particular area by adding the local option tax to the statewide tax. These district taxes can vary up to 1%, and more than one district tax may be in effect for a particular location. The State collects and administers the tax, and makes distributions on taxes collected within the City as follows: Table 7 Current Sales Tax Rates State General Fund State Local Public Safety Fund City General Fund County Transportation Total 5.75% 0.50 1.00 1.75 9.00% The State's actual administrative costs with respect to the portion of sales taxes allocable to the City are deducted before distribution and are determined on a quarterly basis. Motor Vehicle In -Lieu Tax Vehicle license fees are assessed in the amount of 2% of a vehicle's depreciation market value for the privilege of operating a vehicle on California's public highways. A program to offset (or reduce) a portion of the vehicle license fees ("VLF") paid by vehicle owners was established by Chapter 322, Statutes of 1998. Beginning January 1, 1999, a permanent offset of 25% of the VLF paid by vehicle owners became operative. Various pieces of legislation increased the amount of the offset in subsequent years to the existing statutory level of 67.5% of 2% (resulting in the current effective rate of 0.65%). The following table sets forth the Motor Vehicle License Fees and Property Tax In -Lieu of VLF received by the City for the last four fiscal years. Motor Vehicle License Fees Property Tax In -Lieu of VLF TOTAL Source: City of Palo Alto Finance Department. Table 8 Property Tax In -Lieu of VLF FY2014-15 FY2015-16 FY2016-17 FY2017-18 $ 27,400 $ 27,006 $ 30,555 6,270,782 6,780,725 7,362,856 $6,298,182 $6.807,731 $7.393,411 -24- Other Revenue Sources In addition to the tax revenues described above, the City receives the following general fund revenues: Charges for Services. This category is comprised of external reimbursements and fee -based payments for services provided by General Fund departments. Rental Income. These revenues include income from the City's Enterprise Funds and the Cubberley Community Center. From Other Agencies. These revenues consist primarily of amounts received from a variety of other local government agencies, the State, and the federal government usually due to grants or contracts for services. Permits and Licenses. These revenues consist primarily of building construction permit fees. Investment Earnings. These revenues consist of returns on the City's portfolio. The following table shows the City's audited other general fund revenue sources by source for the most recent three fiscal years, unaudited actuals for fiscal year 2017-18 and budgeted other revenues for fiscal year 2018-19: Table 9 Other Revenue Sources FY2014-15 FY2015-16 FY2016-17 FY2017-18 FY2018-19 Source Audited Audited Audited Unaudited Budget Charges for Services $25,973 $23,910 $22,267 Rental Income 14,911 15,769 15,692 From Other Agencies 3,712 3,190 2,758 Permits and Licenses 7,056 7,912 7,437 Investment Earnings (1) 1,177 2,494 (1,193) Other Income 1,018 2,591 760 Total Revenues $53,847 $55,866 $47,721 Sources: City of Palo Alto 2014-15 through 2016-17 CAFRs and City of Palo Alto 2018-19 Budget, adopted June , 2018. (1) Net of actual interest earnings and unrealized (paper) gain and loss. -25- OTHER FINANCIAL INFORMATION Labor Relations Most full-time City employees are represented by two labor union associations, the principal one being the SEIU, which represents approximately 42% of all City employees. Approximately 71% of all permanent City employees are covered by negotiated agreements with management, confidential, and city attorney employees being unrepresented. The City has never had an employee work stoppage. Negotiated agreements have the following expiration dates: Table 10 Negotiated Employee Agreements Contract Number of Employee Group Expiration Date Employees International Association of Firefighters (IAFF) June 30, 2018 (1) 83 Fire Chiefs' Association (FCA) June 30, 2018 (1) 4 Palo Alto Peace Officers Association (PAPOA) June 30, 2018 (1) 72 Palo Alto Police Managers Association (PAPMA) June 30, 2018 (2) 6 Service Employees International Union (SEIU) December 31, 2018 542 Service Employees International Union Hourly Unit (SEIU-H) June 30, 2021 163 Utilities Management Professional Association of Palo Alto (UMPAPA) No Existing Contract 46 Management and Professional Personnel and Council Appointees Compensation Plan June 30, 2019 204 Limited Hourly Employees Compensation Plan June 30, 2017 (1) 156 Total 1,276 Source: City of Palo Alto Finance Department. (1) Contract negotiation are currently in progress. (2) PAPMA and City have mutually agreed to start negotiations after PAPOA negotiations are completed. Risk Management Coverage. The City provides dental coverage to employees through a City plan, which is administered by a third -party service agent. The City is self -insured for dental claims. The City has a workers' compensation insurance policy with coverage up to the statutory limit set by the State. The City retains the risk for the first $750,000 in losses for each accident and employee under this policy. The City also has public employee dishonesty insurance with a $5,000 deductible and coverage up to $1.0 million per loss. The Director of Administrative Service Director and City Manager each have coverage up to $4.0 million per loss. The City' s property, boiler, and machinery insurance policy has various deductibles and coverage based on the type of property. The City is a member of the Authority for California Cities Excess Liability (ACCEL), which provides excess general liability insurance coverage, including auto liability, up to $100 million per occurrence. The City retains the risk for the first $1.0 million in losses for each occurrence under this policy. -26- ACCEL was established for the purpose of creating a risk management pool for central California municipalities. ACCEL is governed by a Board of Directors consisting of representatives of its member cities. The board controls the operations of ACCEL, including selection of claims management, general administration and approval of the annual budget. The City's deposits with ACCEL equal the ratio of the City's payroll to the total payroll of all entities. Actual surpluses or losses are shared according to a formula developed from overall loss costs and spread to member entities on a percentage basis after a retrospective rating. During the year ended June 30, 2017, the City paid $0.9 million to ACCEL for current year coverage. Claims Liability. The City provides for the uninsured portion of claims and judgments in the General Liabilities insurance program funds. Claims and judgments, including a provision for claims incurred but not reported, and claim adjustment expenses are recorded when a loss is deemed probable of assertion and the amount of the loss is reasonably determinable. As discussed above, the City has coverage for such claims, but it has retained the risk for the deductible or uninsured portion of these claims. The City's liability for uninsured claims is limited to dental, general liability, and workers' compensation claims, as discussed above. Dental liability is based on a percentage of current year actual expense. The City has not incurred a claim that has exceeded its insurance coverage limits in any of the last three years, nor have there been any significant reductions in insurance coverage. See APPENDIX B —COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 —Notes to Basic Financial Statements —NOTE 14. Employee Retirement Plans Plan Description. Substantially all permanent City employees are eligible to participate in the City's separate Safety (police and fire) and Miscellaneous (all other) Plans, agent multiple -employer defined benefit pension plans administered by California Public Employees' Retirement System (Ca1PERS), which acts as a common investment and administrative agent for its participating member employers. Benefits provisions under the Plans are established by State statute and City resolution. Ca1PERS issues publicly available reports that include a full description of the pension plans including benefits provisions, assumptions and membership information. Benefits Provided. Ca1PERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to Plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service (equal to one year of full-time employment), age at retirement and final compensation. The death benefit is one of the following: the 1959 Survivor Benefit, or the pre -retirement option 2W Death Benefit for local fire members only. -27- Employees Covered. At June 30, 2016 (valuation date), the following employees were covered by the benefit terms for each Plan. Table 11 Covered Employees Miscellaneous Safety Plan Plan Inactive employee or beneficiaries currently receiving benefits 1,061 417 Inactive employees entitled to but not yet receiving benefits 744 101 Active employees 821 174 Total 2,626 692 Source: City of Palo Alto 2016-17 CAFR. Contributions. Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for the Plans are determined annually on an actuarial basis as of June 30 by Ca1PERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. In April 2017, the City established a Section 115 irrevocable trust with the Public Agency Retirement Services (PARS) for pension expenses. The Council approved an initial deposit of $2.1 million in General Fund proceeds into the General Fund subaccount of the City' s PARS Trust Account. The Trust Account allows more control and flexibility in investment allocations compared to City's portfolio which is restricted by State regulations to fixed income instruments. As of June 30, 2017, the City reported the account balance of $2.1 million as restricted cash in the General Benefits, an Internal Service Fund. Net Pension Liability. The City's net pension liability for both Plans is measured as the total pension liability, less the plan's fiduciary net position. Net pension liability is measured as of June 30, 2016 (measurement date), using the Actuarial Valuation Report as of June 30, 2015 rolled forward to June 30, 2016 using standard update procedures. At June 30, 2017, the City reported a net pension liability of $377.3 million for both plans. The following table is based on the GASB 68 Accounting Valuation Report and shows the changes in the net pension liability for the Miscellaneous and Safety Plans (dollars in thousands): -28- Table 12 Changes in the Net Pension Liability Balances at July 1, 2016 Service Cost Interest on total pension liability Differences between actual and expected experience Employer contribution Employee Contribution Net investment income Benefit payments Administrative expense Net Changes Balances at June 30, 2017 Source: City of Palo Alto 2016-17 CAFR. Miscellaneous Plan Total Pension Liability $683,974 12,582 51,531 757 Plan Net Net Pension Position Liability $477,782 $206,192 18,840 5,812 2,464 (34,825) (34,825) (291) 30,045 (8,000) 12,582 51,531 757 (18,840) (5,812) (2,464) 291 38,045 $714,019 $469,782 $244,237 Safety Plan Total Pension Liability $373,009 Plan Net Net Pension Position Liability $259,579 $113,430 5,916 5,916 27,816 27,816 (1,516) (1,516) 9,403 (9,403) 2,059 (2,059) 1,259 (1,259) (21,669) (21,669) - (157) 157 10,547 (9,105) 19,652 $383,556 $250,474 $133,082 For more information, including actuarial assumptions, a discussion of the discount rate used, and schedules of funding progress for the City's various pension plans, see APPENDIX B — COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 —Notes to Basic Financial Statements —NOTE 11. Recent Actions Taken by CalPERS. At its April 17, 2013, meeting, Ca1PERS' Board of Administration (the "Board of Administration") approved a recommendation to change the Ca1PERS amortization and smoothing policies. Prior to this change, Ca1PERS employed an amortization and smoothing policy that spread investment returns over a 15 -year period with experience gains and losses paid for over a rolling 30 -year period. As a result, Ca1PERS now employs an amortization and smoothing policy that will pay for all gains and losses over a 20 -year period with a five-year ramp -up, and five-year ramp -down, period. The new amortization and smoothing policy was used for the first time in the June 30, 2013 actuarial valuations in setting employer contribution rates for fiscal year 2015-16. On February 18, 2014, the Board of Administration approved new demographic actuarial assumptions based on a 2013 study of recent experience. The largest impact, applying to all benefit groups, is a new 20 -year mortality projection reflecting longer life expectancies and that longevity will continue to increase. Because retirement benefits will be paid out for more years, the cost of those benefits will increase as a result. The Board of Administration also assumed earlier retirements for Police 3%@50, Fire 3%@55, and Miscellaneous 2.7%@55 and 3%@60, which will increase costs for those groups. As a result of these changes, rates increased beginning in fiscal year 2016-17 (based on the June 30, 2014 valuation) with full impact in fiscal year 2020-21. On November 18, 2015, the Board of Administration adopted a funding risk mitigation policy intended to incrementally lower its discount rate - its assumed rate of investment return - in years of good investment returns, help pay down the pension fund's unfunded liability, and provide greater predictability and less volatility in contribution rates for employers. The policy establishes a mechanism to reduce the discount rate by a minimum of 0.05 percentage points to a maximum of 0.25 percentage points -29- in years when investment returns outperform the existing discount rate, currently 7.5%, by at least four percentage points. Ca1PERS staff modeling anticipates the policy will result in a lowering of the discount rate to 6.5% in about 21 years, improve funding levels gradually over time and cut risk in the pension system by lowering the volatility of investment returns. More information about the funding risk mitigation policy can be accessed through Ca1PERS' web site at the following website address: https: //www.calpers.ca.gov/page/newsroom/calpers-news/2015 /adopts -funding -risk -mitigation -policy. The reference to this Internet website is provided for reference and convenience only. The information contained within the website may not be current, has not been reviewed by the City and is not incorporated in this Official Statement by reference. On December 21, 2016, the Board of Administration voted to lower its discount rate from the current 7.5% to 7.0% over the next three years according to the following schedule. Fiscal Year Discount Rate 2017-18 7.375% 2018-19 7.250 2019-20 7.000 For public agencies like the City, the new takes effect on July 1, 2018. Lowering the discount rate means employers that contract with Ca1PERS to administer their pension plans will see increases in their normal costs and unfunded actuarial liabilities. Active members hired after January 1, 2013, under the Public Employees' Pension Reform Act will also see their contribution rates rise. The three-year reduction of the discount rate will result in average employer rate increases of about 1 percent to 3 percent of normal cost as a percent of payroll for most miscellaneous retirement plans, and a 2 percent to 5 percent increase for most safety plans. Additionally, many Ca1PERS employers will see a 30 to 40 percent increase in their current unfunded accrued liability payments. These payments are made to amortize unfunded liabilities over 20 years to bring the pension fund to a fully funded status over the long-term. PERS Amortization Period Reform. On February 13, 2018 the Ca1PERS Board voted to shorten the period over which actuarial gains and losses are amortized from 30 years to 20 years for new pension liabilities. The new 20 -year amortization period begins with new gains or losses accrued starting with the June 30, 2019 actuarial valuations. The first payments on the new 20 -year amortization schedule will take place in 2021. A shorter amortization period will increase annual Unfunded Accrued Liability ("UAL") contributions for cities that participate in Ca1PERS so long as Ca1PERS remains underfunded. The shortened amortization period will also lead to reductions of periods of negative amortization of the UAL, interest cost savings, and faster recoveries of funded status after market downturns. Cities that participate in Ca1PERS will also see additional volatility in their future UAL contributions due to market performance as gains or losses will be amortized faster under the new amortization period. The City cannot currently estimate the impact the shorter amortization period will have on its required contributions for its Miscellaneous and Safety Plans. -30- Other Post -Employment Benefits Plan Description. In addition to providing pension benefits, the City participates in the California Public Employees' Medical and Health Care Act program to provide certain health care benefits for retired employees. Employees who retire directly from the City are eligible for retiree health benefits if they retire on or after age 50 with 5 years of service and are receiving a monthly pension from Ca1PERS. Details of benefits provided to retirees are noted in the tables contained in APPENDIX B — COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 —Notes to Basic Financial Statements —NOTE 12. In fiscal year 2007-08, the City elected to participate in the California Employers' Retirees Benefit Trust (CERBT) (the "Trust") to provide a funding mechanism for retiree health benefits. The Trust is administrated by Ca1PERS and managed by a separately appointed board, which is not under control of the City Council. Funding Policy and Actuarial Assumptions. The City's policy is to prefund these benefits by accumulating assets in the Trust Fund discussed above pursuant to City Council Resolution. The annual required contribution (ARC) was determined as part of a June 30, 2015 actuarial valuation using the entry age normal actuarial cost method. This is a projected benefit cost method, which takes into account those benefits that are expected to be earned in the future as well as those already accrued. The actuarial assumptions are described in detail in in APPENDIX B —COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 —Notes to Basic Financial Statements —NOTE 12. The City has calculated and recorded the Net OPEB Obligation, representing the difference between the ARC, amortization and contributions, as presented below (dollars in thousands): Table 13 Net OPEB Obligation Annual required contribution (ARC) $ 16,365 Interest on Net OPEB Obligation 2,096 Adjustment to annual required contribution (1,571) Annual OPEB cost 16,890 Contributions to OPEB Trust 2,731 Contributions to Retirees 8,074 Implicit Rate Subsidy 2,203 City's portion of current premiums paid 1,639 Total Contributions Made 14,647 Change in Net OPEB Asset (2,243) Net OPEB Obligation June 30, 2016 21,662 Net OPEB Obligation June 30, 2017 $19,419 Source: City of Palo Alto fiscal year 2016-17 CAFR. -31- Early in fiscal year 2017-18, the City contributed an additional $4.4 million to the Trust. The Plan's annual required contributions and actual contributions for the last three fiscal years are set forth below (dollars in thousands): Table 14 Historical OPEB Obligation Percentage Of Annual Annual Actual OPEB Cost Net OPEB Fiscal Year OPEB Cost Contribution Contributed Obligation 2014-15 $14,773 $15,034 102% $(22,871) 2015-16 15,292 14,083 92 (21,662) 2016-17 16,890 14,647 87 (19,419) Source: City of Palo Alto fiscal year 2016-17 CAFR. For more information see APPENDIX B —COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 —Notes to Basic Financial Statements —NOTE 12. Short -Term General Fund -Secured Obligations The City has no outstanding short-term obligations secured by its general fund. Long -Term General Fund -Secured Obligations On June 5, 2018, the City caused the execution and delivery of its $8,970,000 City of Palo Alto 2018 Certificates of Participation (Capital Improvement Project; 2002B Refinancing) (Federally Taxable) (Green Bonds) to (a) finance the costs of the renovation of the Palo Alto Municipal Golf Course, (b) prepay, on a current basis, the outstanding City of Palo Alto Certificates of Participation (Civic Center Refinancing and Downtown Parking Improvements Project), Series 2002B (Taxable). Principal payments are due annually on November 1 and interest payments are due semi-annually on May 1 and November 1 at an average rate of 4.10 percent. The City's average annual payments with respect to the certificates is $530,000 and the certificates mature on November 1, 2047. Other Obligations The City has certain other outstanding obligations including utility revenue bonds and general obligation bonds which are not secured by the City's general fund. See APPENDIX B —COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30 2015 —Notes to Basic Financial Statements —NOTE 7. Overlapping Debt Set forth below is a direct and overlapping debt report (the "Debt Report") prepared by California Municipal Statistics, Inc. and effective September 1, 2018. The Debt Report is included for -32- general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations secured by land within the City. In many cases, long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. The contents of the Debt Report are as follows: (1) the first column indicates the public agencies which have outstanding debt as of the date of the Debt Report and whose territory overlaps the City; (2) the second column shows the respective percentage of the assessed valuation of the overlapping public agencies identified in column 1 which is represented by property located in the City; and (3) the third column is an apportionment of the dollar amount of each public agency' s outstanding debt (which amount is not shown in the table) to property in the City, as determined by multiplying the total outstanding debt of each agency by the percentage of the City's assessed valuation represented in column 2. -33- Table 15 Direct and Overlapping Bonded Debt as of September 1, 2018 CITY OF PALO ALTO 2018-19 Assessed Valuation: $36,801,413,139 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable() Debt 9/1/18 Santa Clara County 7.656% $ 72,519,163 Foothill -De Anza Community College District 22.105 137,082,806 Palo Alto Unified School District 90.084 242,483,017 Fremont Union High School District .010 41,221 Los Gatos -Saratoga Joint Union High School District .012 12,384 Mountain View -Los Altos Union High School District .961 473,608 Cupertino Union School District .017 44,006 Los Altos School District 1.211 583,278 Mountain View-Whisman School District .745 1,344,502 Saratoga Union School District .026 6,131 Whisman School District 1.959 256,727 City of Palo Alto 100.000 60,500,000(2) El Camino Hospital District .080 99,592 Midepninsula Regional Open Space District 12.970 11,992,062 City of Palo Alto Special Assessment Bonds 100.000 22,370,000 Santa Clara Valley Water District Benefit Assessment District 7.656 6,299,740 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT 556,108,237 DIRECT AND OVERLAPPING GENERAL FUND DEBT: Santa Clara County General Fund Obligations 7.656% $ 43,835,421 Santa Clara County Pension Obligation Bonds 7.656 26,978,127 Santa Clara County Board of Education Certificates of Participation 7.656 381,652 Foothill-DeAnza Community College District Certificates of Participation 22.105 6,244,850 Los Gatos -Saratoga Joint Union High School District Certificates of Participation .012 531 Mountain View -Los Altos Union High School District Certificates of Participation .961 16,769 Los Altos School District Certificates of Participation 1.211 31,009 Mountain View-Whisman School District Certificates of Participation .745 244,733 Saratoga Union School District Certificates of Participation .026 919 City of Palo Alto General Fund Obligations 100.000 8,970,000 Santa Clara County Vector Control District Certificates of Participation 7.656 189,103 Midpeninsula Regional Open Space Park District General Fund Obligations 12.970 15,233,343 TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND DEBT 102,126,457 Less: Santa Clara County supported obligations 25,824,425 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT 76,302,032 GROSS COMBINED TOTAL DEBT 658,234,6940) NET COMBINED TOTAL DEBT 632,410,269 Ratios to 2018-19 Assessed Valuation: Direct Debt ($60,500,000) 0.16% Direct and Overlapping Tax and Assessment Debt 1.51% Total Direct Debt ($69,470,000) 0.19% Gross Combined Total Debt 1.79% Net Combined Total Debt 1.72% Source: California Municipal Statistics, Inc. (1) Based on 2017-18 ratios. (2) Excludes issue to be sold. (3) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non -bonded capital lease obligations. -34- THE CORPORATION The Corporation is a nonprofit, 501(c)(4) corporation formed by the City in 1983 for the purpose, inter alia, of rendering financial assistance to the City by financing, acquiring, constructing, improving, leasing and selling buildings, improvements, equipment and other real and personal property for the benefit of residents of the City and surrounding areas. The City Council of the City sits as the Board of Directors of the Corporation. RISK FACTORS This section provides a general overview of certain risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the Certificates. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the Certificates, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the Certificates are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the risk factors discussed below, among others, could lead to a decrease in the market value and/or in the marketability of the Certificates. There can be no assurance that other risk factors not discussed herein will not become material in the future. Lease Payments Are Not Debt The obligation of the City to make the Lease Payments under the Lease Agreement does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to make Lease Payments does not constitute a debt of the City, the State or any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. Although the Lease Agreement does not create a pledge, lien or encumbrance upon the funds of the City, the City is obligated under the Lease Agreement to pay the Lease Payments from any source of legally available funds and the City has covenanted in the Lease Agreement that, for so long as the Leased Property is available for its use, it will make the necessary annual appropriations within its budget for the Lease Payments. The City is currently liable and may become liable on other obligations payable from general revenues, some of which may have a priority over the Lease Payments, or which the City, in its discretion, may determine to pay prior to the Lease Payments. The City has the capacity to enter into other obligations payable from the City's general fund, without the consent of or prior notice to the Owners of the Certificates. To the extent that additional obligations are incurred by the City, the funds available to make Lease Payments may be decreased. In the event the City's revenue sources are less than its total obligations, the City could choose to fund other municipal services before making Lease Payments. The same result could occur if, because of State constitutional limits on expenditures, the City is not permitted to appropriate and spend all of its available revenues. The City's appropriations, however, have never exceeded the limitations on appropriations under Article XIIIB of the California Constitution. For information on the City's current limitations on appropriations, see "CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES AND APPROPRIATIONS -Article XIIIB of the California Constitution. " -35- Valid and Binding Covenant to Budget and Appropriate Pursuant to the Lease Agreement, the City covenants to take such action as may be necessary to include Lease Payments due in its annual budgets and to make necessary appropriations for all such payments. Such covenants are deemed to be duties imposed by law, and it is the duty of the public officials of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform such covenants. A court, however, in its discretion may decline to enforce such covenants. Upon delivery of the Certificates, Special Counsel will render its opinion (substantially in the form of APPENDIX D -FORM OF OPINION OF SPECIAL COUNSEL) to the effect that, subject to the limitations and qualifications described therein, the Lease Agreement constitutes a valid and binding obligation of the City. Additional Obligations of the City The Lease Agreement does not prohibit the City from incurring additional lease and other obligations payable from the City's General Fund. In that regard, the City may, from time to time, incur general fund obligations to finance public improvements (see "CITY FINANCIAL INFORMATION — Outstanding Indebtedness"), which may also include lease obligations payable from its general fund. Abatement In the event of loss or substantial interference in the use and possession by the City of all or any portion of the Leased Property caused by material damage, title defect, destruction to or condemnation of the Leased Property, Lease Payments will be subject to abatement. In the event that such component of the Leased Property, if damaged or destroyed by an insured casualty, could not be replaced during the period of time that proceeds of the City's rental interruption insurance will be available in lieu of Lease Payments, or in the event that casualty insurance proceeds or condemnation proceeds are insufficient to provide for complete repair or replacement of such component of the Leased Property or prepayment of the Certificates, there could be insufficient funds to make payments to Owners in full. Reduction in Lease Payments due to abatement as provided in the Lease Agreement does not constitute a default thereunder. It is not possible to predict the circumstances under which such an abatement of rental may occur. In addition, there is no statute, case or other law specifying how such an abatement of rental should be measured. For example, it is not clear whether fair rental value is established as of commencement of the lease or at the time of the abatement. If the latter, it may be that the value of the Leased Property is substantially higher or lower than its value at the time of the execution and delivery of the Certificates. Abatement, therefore, could have an uncertain and material adverse effect on the security for and payment of the Certificates. No Acceleration Upon Default In the event of a default, there is no remedy of acceleration of the total Lease Payments due over the term of the Lease Agreement and the Trustee is not empowered to sell a fee simple interest in the Leased Property and use the proceeds of such sale to prepay the Certificates or pay debt service thereon. Any suit for money damages would be subject to limitations on legal remedies against public agencies in the State, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest as described below. -36- Risk of Uninsured Loss The City covenants under the Lease Agreement to maintain certain insurance policies on the Leased Property. See "SOURCE OF PAYMENT FOR THE CERTIFICATES —Insurance." These insurance policies do not cover all types of risk, and the City need not obtain insurance except as available on the open market from reputable insurers. The City does not insure its facilities against the risk of earthquake. Additionally, the Leased Property could be the subject of an eminent domain proceeding. Under these circumstances an abatement of Lease Payments could occur and could continue indefinitely. There can be no assurance that the providers of the City's liability and rental interruption insurance will in all events be able or willing to make payments under the respective policies for such loss should a claim be made under such policies. Further, there can be no assurances that amounts received as proceeds from insurance or from condemnation of the Leased Property will be sufficient to redeem the Certificates. Under the Lease Agreement the City may obtain casualty insurance which provides for a deductible up to $250,000. Should the City be required to meet such deductible expenses, the availability of general fund revenues to make Lease Payments may be correspondingly affected. Eminent Domain If the Leased Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the term of the Lease Agreement will cease as of the day possession is taken. If less than all of the Leased Property is taken permanently, or if the Leased Property or any part thereof is taken temporarily, under the power of eminent domain, (a) the Lease Agreement will continue in full force and effect and will not be terminated by virtue of such taking, and (b) there will be a partial abatement of Lease Payments as a result of the application of net proceeds of any eminent domain award to the prepayment of the Lease Payments, in an amount to be agreed upon by the City and the Corporation such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Leased Property. The City covenants in the Lease Agreement to contest any eminent domain award which is insufficient to either: (i) prepay the Lease Payments in whole, if all the Leased Property is condemned; or (ii) prepay a pro rata share of Lease Payments, in the event that less than all of the Leased Property is condemned. Hazardous Substances The existence or discovery of hazardous materials may limit the beneficial use of the Leased Property. In general, the owners and lessees of the Leased Property may be required by law to remedy conditions of such parcel relating to release or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well known and widely applicable of these laws, but California laws with regard to hazardous substances are also similarly stringent. Under many of these laws, the owner or lessee is obligated to remedy a hazardous substance condition of the property whether or not the owner or lessee had anything to do with creating or handling the hazardous substance. Further it is possible that the beneficial use of the Leased Property may be limited in the future resulting from the current existence on the Leased Property of a substance currently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the current existence on the Leased Property of a substance not presently -37- classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method in which it is handled. All of these possibilities could significantly limit the beneficial use of the Leased Property. The City is unaware of the existence of hazardous substances on the Leased Property site which would materially interfere with the beneficial use thereof. Natural Calamities General. From time to time, the City has been and could be subject to natural calamities, including, but not limited to, earthquake, flood or wildfire, that may adversely affect economic activity in the City, and which could have a negative impact on City finances. There can be no assurance that the occurrence of any natural calamity would not cause substantial interference to the Leased Property, or that the City would have insurance or other resources available to make repairs to the Leased Property in order to make the Lease Payments under the Lease. See "—Abatement" above. Seismic. Like most regions in California, the City is in an area of significant seismic activity. There are numerous earthquake faults near the City, including particularly the San Andreas and Hayward faults. The San Andreas fault runs along the Marin and Sonoma Coast through the Santa Cruz Mountains. The Hayward fault covers the hills on the east side of the San Francisco Bay and into San Pablo Bay, directly north and east of the City. Both can cause damaging earthquakes. Numerous other faults are capable of producing damaging earthquakes similar in magnitude to the 1989 Loma Prieta earthquake. Soils in lowland areas away from major faults may also be unable to support buildings during major earthquakes. Landslides are likely on hillsides during major earthquakes. Coastal areas are also at risk of tsunamis, generated from earthquakes on local faults or across the Pacific. If there were to be an occurrence of severe seismic activity in the City, there could be substantial damage to and interference with the City's right to use and occupy all or a portion of the Leased Property, which could result in Lease Payments being subject to abatement. See "—Abatement" above. Damage resulting from such an event could have a material adverse effect on the City's financial condition as well, through unexpected recovery costs and reduced tax and other revenues. See "SOURCE OF PAYMENT FOR THE CERTIFICATES —Insurance" above. Also see "THE LEASED PROPERTY" for information about the Leased Property. Flood. Like most of California, the City is subject to unpredictable seasonal rainfall, with periods of intense and sustained precipitation occurring every few years. The Leased Property is not located in the 100 -year floodplain. Climate Change/Sea Level Rise. Although very little of the property in the City directly abuts the San Francisco Bay, certain parcels may still be vulnerable to property damage or reductions in assessed value as a result of future sea level rise in the San Francisco Bay or other negative impacts resulting from climate change. The predictions for sea level rise in the San Francisco Bay vary. A report released by the San Francisco Bay Conservation Development Commission ("BCDC") predicts sea levels in the Bay to rise 16 inches by 2050 and 55 inches by 2100. The State's Fourth Climate Change Assessment, released in 2017, estimates sea level rise for the year 2100 in the range of 14 inches to 94 inches (36 cm to 239 cm) -38- with an additional very low probability, worst case estimate that exceeds 108 inches (274 cm). A draft paper from the California Climate Change Center posits that increases in sea level will be a significant consequence of climate change over the next century. Local impacts of climate change are not definitive, but parcels in the City could experience changes to local and regional weather patterns, rising bay water levels, increased risk of flooding, changes in salinity and tidal patterns of San Francisco Bay, coastal erosion, water restrictions and vegetation changes. Bankruptcy The City is a unit of State government and therefore is not subject to the involuntary procedures of the United States Bankruptcy Code (the "Bankruptcy Code"). However, pursuant to Chapter 9 of the Bankruptcy Code, the City may seek voluntary protection from its creditors for purposes of adjusting its debts. A City or Authority bankruptcy petition could have a material adverse effect on the payment of the Certificates. The following paragraphs present a discussion of certain potential consequences surrounding a potential City or Authority bankruptcy. It is not intended to be an exhaustive discussion of all potential adverse consequences or potential outcomes. In the event the City were to become a debtor under the Bankruptcy Code, the City would be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Among the adverse effects of such a bankruptcy might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted, would prevent collection of payments from the City or the commencement of any judicial or other action for the purpose of recovering or collecting a claim against the City; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the filing of a bankruptcy petition; (iii) the existence of unsecured or court -approved secured debt which may have a priority of payment superior to that of Owners of Certificates; and (iv) the possibility of the adoption of a plan for the adjustment of the City' s debt (a "Plan") without the consent of the Trustee or all of the Owners of Certificates, which Plan may restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is fair and equitable. In addition, the City could either reject the Lease or assume the Lease despite any provision of the Lease which makes the bankruptcy or insolvency of the City an event of default thereunder. In the event the City rejects the Lease, the Trustee, on behalf of the Owners of the Certificates, would have a pre - petition claim that may be limited under the Bankruptcy Code and treated in a manner under a Plan over the objections of the Trustee or Owners of the Certificates. Moreover, such rejection would terminate the Lease and the City's obligations to make payments thereunder. The Authority is a public agency and, like the City, is not subject to the involuntary procedures of the Bankruptcy Code. The Authority may also seek voluntary protection under Chapter 9 of the Bankruptcy Code. In the event the Authority were to become a debtor under the Bankruptcy Code, the Authority would be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Such a bankruptcy could adversely affect the payments under the Indenture. Among the adverse effects might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted, would prevent collection of payments from the Authority or the commencement of any judicial or other action for the purpose of recovering or collecting a claim against the Authority; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the -39- filing of a bankruptcy petition; (iii) the existence of unsecured or court -approved secured debt which may have priority of payment superior to that of the Owners of the Certificates; and (iv) the possibility of the adoption of a plan for the adjustment of the Authority's debt without the consent of the Trustee or all of the Owners of the Certificates, which plan may restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is fair and equitable. Pension Benefit Liability Many factors influence the amount of the City's pension benefit liabilities, including, without limitation, inflationary factors, changes in statutory provisions of PERS retirement system laws, changes in the level of benefits provided or in the contribution rates of the City, increases or decreases in the number of covered employees, changes in actuarial assumptions or methods (including but not limited to the assumed rate of return), and differences between actual and anticipated investment experience of PERS. Any of these factors could give rise to additional liability of the City to its pension plans as a result of which the City would be obligated to make additional payments to its pension plans in order to fully fund the City's obligations to its pension plans. Early Prepayment Risk Early prepayment of the Certificates may occur in whole or in part without premium, on any date if the Leased Property or a portion thereof is lost, destroyed or damaged beyond repair or taken by eminent domain and from the proceeds of title insurance, or on any Interest Payment Date, without a premium (see "THE CERTIFICATES - Prepayment"), if the City exercises its right to prepay Lease Payments in whole or in part pursuant to the provisions of the Lease Agreement and the Trust Agreement. Limitations on Remedies The enforcement of any remedies provided in the Lease Agreement and the Trust Agreement could prove both expensive and time consuming. Although the Lease Agreement provides that if the City defaults the Trustee may enter the Leased Property and re -let the Leased Property, portions of the Leased Property may not be easily recoverable, and even if recovered, could be of little value to others because of the Leased Property's specialized nature. Additionally, the Trustee may have limited ability to re -let the Leased Property to provide a source of rental payments sufficient to pay the principal of and interest with respect to the Certificates so as to preserve the tax-exempt nature of interest with respect to the Certificates. Furthermore, due to the governmental nature of the Leased Property, it is not certain whether a court would permit the exercise of the remedy of re -letting with respect thereto. Alternatively, the Trustee may terminate the Lease Agreement and proceed against the City to recover damages pursuant to the Lease Agreement. Any suit for money damages would be subject to limitations on legal remedies against public agencies in the State, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest. The rights of the Owners of the Certificates are subject to certain limitations on legal remedies against cities, redevelopment agencies and other governmental entities in the State, including but not limited to a limitation on enforcement against funds that are otherwise needed to serve the public welfare and interest. Additionally, the rights of the Owners of the Certificates may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, or similar laws limiting or otherwise affecting the enforcement of -40- creditors' rights generally (as such laws are now or hereafter may be in effect), (ii) equity principles (including but not limited to concepts of materiality, reasonableness, good faith and fair dealing) and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or law, (iii) the exercise by the United States of America of the powers delegated to it by the Constitution, and (iv) the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose. Under Chapter 9 of the Bankruptcy Code (Title 11, United States Code), which governs bankruptcy proceedings for public agencies, there are no involuntary petitions in bankruptcy. If the City were to file a petition under Chapter 9 of the Bankruptcy Code, the Owners, the Trustee and the Corporation could be prohibited or severely restricted from taking any steps to enforce their rights under the Lease Agreement and from taking any steps to collect amounts due from the City under the Lease Agreement. Special Counsel has limited its opinion as to the enforceability of the Lease Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditor's rights, by equitable principles and by the exercise of judicial discretion. Additionally, the Certificates are not subject to acceleration in the event of the breach of any covenant or duty under the Lease Agreement. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the Owners. Dependence on State for Certain Revenues A number of the City's revenues are collected and dispersed by the State (such as sales tax and motor -vehicle license fees) or allocated in accordance with State law (most importantly, property taxes). Therefore, State budget decisions can have an impact on City finances. In the event of a material economic downturn in the State, there can be no assurance that any resulting revenue shortfalls to the State will not reduce revenues to local governments (including the City) or shift financial responsibility for programs to local governments as part of the State's efforts to address any such related State financial difficulties. No Reserve Fund No debt service reserve fund has been established with respect to the Certificates. Secondary Market Risk There can be no assurance that there will be a secondary market for purchase or sale of the Certificates, and from time to time there may be no market for them, depending upon prevailing market conditions, the financial condition or market position of firms who may make the secondary market and the financial condition of the City. Changes in Law There can be no assurance that the electorate of the State will not at some future time adopt additional initiatives or that the Legislature will not enact legislation that will amend the laws or the Constitution of the State resulting in a reduction of the general fund revenues of the City and consequently, having an adverse effect on the security for the Certificates. -41- STATE BUDGET INFORMATION The following information concerning the State's budgets has been obtained from publicly available information which the City believes to be reliable however the City does not guarantee the accuracy or completeness of this information and has not independently verified such information. Furthermore, it should not be inferred from the inclusion of this information in this Official Statement that the principal or interest with respect to the Certificates is payable by or the responsibility of the State. State Budget. Information about the State budget is regularly available at various State -maintained websites. Text of proposed and adopted budgets may be found at the website of the Department of Finance, www.dof.ca.gov, under the heading "California Budget." An impartial analysis of the budget is posted by the Office of the Legislative Analyst at www.lao.ca.gov. In addition, various State official statements, many of which contain a summary of the current and past State budgets and the impact of those budgets on cities in the State, may be found at the website of the State Treasurer, www.treasurer.ca.gov. The information referred to is prepared by the respective State agency maintaining each website and not by the City, and the City can take no responsibility for the continued accuracy of these internet addresses or for the accuracy, completeness or timeliness of information posted there, and such information is not incorporated herein by these references. According to the State Constitution, the Governor of the State (the "Governor") is required to propose a budget to the State Legislature (the "Legislature") by no later than January 10 of each year, and a final budget must be adopted by the vote of each house of the Legislature no later than June 15, although this deadline has been routinely breached in the past. The State budget becomes law upon the signature of the Governor, who may veto specific items of expenditure. Prior to Fiscal Year 2010-11, the State budget had to be adopted by a two-thirds vote of each house of the Legislature. However, in November 2010, the voters of the State passed Proposition 25, which reduced the vote required to adopt a budget to a majority vote of each house and which provided that there would be no appropriation from the current budget or future budget to pay any salary or reimbursement for travel or living expenses for members of the Legislature for the period during which the budget was presented late to the Governor. Potential Impact of State Financial Condition on the City. During the most recent recession, the State faced a structural deficit that resulted in substantial annual deficits and reductions in expenditures. Although the State has had a budget surplus in the more recent fiscal years, according to the State there remain a number of major risks and pressures that threaten the State 's financial condition, including the threat of recession, potential changes to federal fiscal policies and unfunded long-term liabilities of more than $200 billion related to pensions and other post -retirement benefits. These risks and financial pressures could result in future reductions or deferrals in amounts payable to the City. The State's financial condition and budget policies affect local public agencies throughout California. To the extent that the State budget process results in reduced revenues to the City, the City will be required to make adjustments to its budget. State budget policies can also impact conditions in the local economy and could have an adverse effect on the local economy and the City's major revenue sources. No prediction can be made by the City as to whether the State will encounter budgetary problems in future fiscal years, and if it were to do so, it is not clear what measures would be taken by the State to -42- balance its budget, as required by law. In addition, the City cannot predict the final outcome of future State budget negotiations, the impact that such budgets will have on City finances and operations or what actions will be taken in the future by the Legislature and the Governor to deal with changing State revenues and expenditures. There can be no assurance that actions taken by the State to address its financial condition will not materially adversely affect the financial condition of the City. Current and future State budgets will be affected by national and State economic conditions and other factors over which the City has no control. State Legislative Shifts of Property Tax Allocation. From time to time, the State has realigned certain property tax revenue to deal with its budget problems. Since 1992-93, the State has required that local agencies including cities remit a portion of property taxes received to augment school funding. These funds are deposited in each county's Education Revenue Augmentation Fund ("ERAF"). These property taxes (approximately 17.5%) are permanently excluded from the City's property tax revenues. On July 24, 2009, the Legislature approved amendments to the 2009-10 Budget to close its anticipated $26.3 billion budget shortfall. The approved amendments included borrowing from local governments by withholding of the equivalent of 8% of Fiscal Year 2008-09 property related tax revenues from cities' and counties' property tax collections under provisions of Proposition 1A (approved by the voters in 2004), which the State was required to repay with interest within three years. The first (and to date, only) shift occurred in Fiscal Year 2009-10. The City's share of the withholding was $355,977. Fiscal Year 2012-13 was the first year that another shift was allowable, but the State has not implemented another borrowing yet. On March 2, 2004, voters approved a bond initiative formally known as the "California Economic Recovery Act." This act authorized the issuance of $15 billion in bonds to finance the Fiscal Year 2002- 03 and Fiscal Year 2003-04 State budget deficits, which would be payable from a fund to be established by the redirection of tax revenues through the "Triple Flip." Under the "Triple Flip," one -quarter of local governments' 1% share of the sales tax imposed on taxable transactions within their jurisdiction were redirected to the State. In an effort to eliminate the adverse impact of the sales tax revenue redirection on local government, the legislation provided for property taxes in the ERAF to be redirected to local government. Because the ERAF moneys were previously earmarked for schools, the legislation provided for schools to receive other state general fund revenues. The swap of sales taxes for property taxes terminated once the deficit financing bonds were repaid in September 2015. The City treated the Triple Flip property tax revenue as sales tax in its financial statements. The City also received a portion of Department of Motor Vehicles license fees ("VLF") collected statewide. Several years ago, the State-wide VLF was reduced by approximately two-thirds. However, the State continued to remit to cities and counties the same amount that those local agencies would have received if the VLF had not been reduced, known as the "VLF backfill." The State VLF backfill was phased out and as of 2011-12 all of the VLF is now received through an in lieu payment from State property tax revenues. Future State Budgets The City receives a portion of its funding from the State. Changes in the revenues received by the State can affect the amount of funding, if any, to be received from the State by the City and other cities in the State. -43- The City cannot predict the extent of the budgetary problems the State will encounter in this fiscal year or in any future fiscal years, and, it is not clear what measures would be taken by the State to balance its budget, as required by law. In addition, the City cannot predict the final outcome of current and future State budget negotiations, the impact that such budgets will have on its finances and operations or what actions will be taken in the future by the State Legislature and Governor to deal with changing State revenues and expenditures. Current and future State budgets will be affected by national and State economic conditions and other factors, including the current economic downturn, over which the City has no control. See also "RISK FACTORS —Dependence on State for Certain Revenues." CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS The constitutional and statutory provisions discussed in this section have the potential to affect the ability of the City to levy taxes and spend tax proceeds for operating and other purposes. Article XIIIA of the California Constitution Basic Property Tax Levy. On June 6, 1978, California voters approved Proposition 13 ("Proposition 13"), which added Article XIIIA to the State Constitution ("Article XIIIA"). Article XIIIA limits the amount of any ad valorem tax on real property to 1% of the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service on (i) indebtedness approved by the voters prior to July 1, 1978, (ii) (as a result of an amendment to Article XIIIA approved by State voters on June 3, 1986) on bonded indebtedness for the acquisition or improvement of real property which has been approved on or after July 1, 1978 by two-thirds of the voters on such indebtedness (which provided the authority for the issuance of the 2010 Note), and (iii) (as a result of an amendment to Article XIIIA approved by State voters on November 7, 2000) bonded indebtedness incurred by a school district or community college district for the construction, reconstruction, rehabilitation or replacement of school facilities or the acquisition or lease of real property for school facilities, approved by 55% of the voters of the district, but only if certain accountability measures are included in the proposition. Article XIIIA defines full cash value to mean "the county assessor's valuation of real property as shown on the 1975-76 tax bill under full cash value, or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership have occurred after the 1975 assessment". This full cash value may be increased at a rate not to exceed 2% per year to account for inflation. Article XIIIA has subsequently been amended to permit reduction of the "full cash value" base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the "full cash value" base in the event of reconstruction of property damaged or destroyed in a disaster and in other minor or technical ways. Legislation Implementing Article XIIIA. Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter -approved indebtedness). The 1% property tax is automatically levied by the county and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in proportion to the relative shares of taxes levied prior to 1979. Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the annual adjustment not to exceed 2% are allocated among the various -44- jurisdictions in the "taxing area" based upon their respective "situs." Any such allocation made to a local agency continues as part of its allocation in future years. Inflationary Adjustment of Assessed Valuation. As described above, the assessed value of a property may be increased at a rate not to exceed 2% per year to account for inflation. On December 27, 2001, the Fresno County Superior Court, in County of Orange v. Fresno County Assessment Appeals Board No. 3, held that where a home's taxable value did not increase for two years, due to a flat real estate market, the Fresno County assessor violated the 2% inflation adjustment provision of Article XIIIA, when the assessor tried to "recapture" the tax value of the property by increasing its assessed value by 4% in a single year. The assessors in most California counties, including the County, use a similar methodology in raising the taxable values of property beyond 2% in a single year. The State Board of Equalization has approved this methodology for increasing assessed values. On appeal, the Appellate Court held that the trial court erred in ruling that assessments are always limited to no more than 2% of the previous year's assessment. On May 10, 2004 a petition for review was filed with the California Supreme Court. The petition has been denied by the California Supreme Court. As a result of this litigation, the "recapture" provision described above may continue to be employed in determining the full cash value of property for property tax purposes. Article XIIIB of the California Constitution In addition to the limits Article XIIIA imposes on property taxes that may be collected by local governments, certain other revenues of the State and most local governments are subject to an annual "appropriations limit" imposed by Article XIIIB which effectively limits the amount of such revenues those entities are permitted to spend. Article XIIIB, approved by the voters in June 1979, was modified substantially by Proposition 111 in 1990. The appropriations limit of each government entity applies to "proceeds of taxes," which consist of tax revenues, State subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed "the cost reasonably borne by such entity in providing the regulation, product or service." "Proceeds of taxes" excludes tax refunds and some benefit payments such as unemployment insurance. No limit is imposed on the appropriation of funds which are not "proceeds of taxes," such as reasonable user charges or fees, and certain other non -tax funds. Article XIIIB also does not limit appropriation of local revenues to pay debt service on bonds existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, and appropriation by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990, levels. The appropriations limit may also be exceeded in case of emergency; however, the appropriations limit for the next three years following such emergency appropriation must be reduced to the extent by which it was exceeded, unless the emergency arises from civil disturbance or natural disaster declared by the Governor, and the expenditure is approved by two-thirds of the legislative body of the local government. The State and each local government entity has its own appropriations limit. Each year, the limit is adjusted to allow for changes, if any, in the cost of living, the population of the jurisdiction, and any transfer to or from another government entity of financial responsibility for providing services. Proposition 111 requires that each agency's actual appropriations be tested against its limit every two years. -45- If the aggregate "proceeds of taxes" for the preceding two-year period exceeds the aggregate limit, the excess must be returned to the agency's taxpayers through tax rate or fee reductions over the following two years. The City has never exceeded its appropriations limit. Articles XIIIC and XIIID of the California Constitution General. On November 5, 1996, the voters of the State approved Proposition 218, known as the "Right to Vote on Taxes Act." Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a number of interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, fees and charges. On November 2, 2010, California voters approved Proposition 26, entitled the "Supermajority Vote to Pass New Taxes and Fees Act." Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as "fees." Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. The amendments to Article XIIIC define "taxes" that are subject to voter approval as "any levy, charge, or exaction of any kind imposed by a local government," with certain exceptions. Taxes. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the City ("general taxes") require a majority vote; taxes for specific purposes ("special taxes"), even if deposited in the City's General Fund, require a two-thirds vote. Property -Related Fees and Charges. Article XIIID also adds several provisions making it generally more difficult for local agencies to levy and maintain property -related fees, charges, and assessments for municipal services and programs. Reduction or Repeal of Taxes, Assessments, Fees and Charges. Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, fees or charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges currently comprising a substantial part of the City's General Fund. If such repeal or reduction occurs, the City's ability to pay debt service on the Certificates could be adversely affected. Burden of Proof Article XIIIC provides that local government "bears the burden of proving by a preponderance of the evidence that a levy, charge, or other exaction is not a tax, that the amount is no more than necessary to cover the reasonable costs of the governmental activity, and that the manner in which those costs are allocated to a payor bear a fair or reasonable relationship to the payor's burdens on, or benefits received from, the governmental activity." Similarly, Article XIIID provides that in "any legal action contesting the validity of a fee or charge, the burden shall be on the agency to demonstrate compliance" with Article XIIID. -46- Judicial Interpretation of Proposition 218. The interpretation and application of Articles XIIIC and XIIID will ultimately be determined by the courts, and it is not possible at this time to predict with certainty the outcome of such determination. Impact on City's General Fund. The City does not believe that any material source of General Fund revenue is subject to challenge under Proposition 218 or Proposition 26. The approval requirements of Articles XIIIC and XIIID reduce the flexibility of the City to raise revenues for the General Fund, and no assurance can be given that the City will be able to impose, extend or increase the taxes, fees, charges or taxes in the future that it may need to meet increased expenditure needs. Proposition 62 Proposition 62 was adopted by the voters at the November 4, 1986, general election and (a) requires that any new or higher taxes for general governmental purposes imposed by local governmental entities such as the City be approved by a two-thirds vote of the governmental entity's legislative body and by a majority vote of the voters of the governmental entity voting in an election on the tax, (b) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two-thirds vote of the voters of the governmental entity voting in an election on the tax, (c) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (d) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA, (e) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by local governmental entities, and (f) requires that any tax imposed by a local governmental entity on or after August 1, 1985, be ratified by a majority vote of the voters voting in an election on the tax within two years of the adoption of the initiative or be terminated by November 15, 1988. California appellate court cases have overturned the provisions of Proposition 62 pertaining to the imposition of taxes for general government purposes. However, the California Supreme Court upheld Proposition 62 in its decision on August 28, 1995, in Fresno County Transportation Authority v. Guardino. This decision reaffirmed the constitutionality of Proposition 62. Certain matters regarding Proposition 62 were not addressed in the Supreme Court's decision, such as what remedies exist for taxpayers subject to a tax not in compliance with Proposition 62, and whether the decision applies to charter cities. The City has not experienced any substantive adverse financial impact as a result of the passage of this initiative. Proposition 1A; Proposition 22 Proposition 1A. Proposition 1A, proposed by the Legislature in connection with the State's Fiscal Year 2004-05 Budget, approved by the voters in November 2004 and generally effective in Fiscal Year 2006-07, provided that the State may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1A generally prohibited the State from shifting to schools or community colleges any share of property tax revenues allocated to local governments for any Fiscal Year, as set forth under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local governments within a county had to be approved by two-thirds of both houses of the Legislature. -47- Proposition 22. Proposition 22, entitled "The Local Taxpayer, Public Safety and Transportation Protection Act," was approved by the voters of the State in November 2010. Proposition 22 eliminates or reduces the State's authority to (i) temporarily shift property taxes from cities, counties and special districts to schools, (ii) use vehicle license fee revenues to reimburse local governments for State - mandated costs (the State will have to use other revenues to reimburse local governments), (iii) redirect property tax increment from redevelopment agencies to any other local government, (iv) use State fuel tax revenues to pay debt service on State transportation bonds, or (v) borrow or change the distribution of State fuel tax revenues. Proposition 26 Proposition 26 ("Proposition 26"), which was approved by California voters on November 2, 2010, revises the California Constitution to expand the definition of "taxes." Proposition 26 re - categorizes many State and local fees as taxes and specifies a requirement of two-thirds voter approval for taxes levied by local governments. Proposition 26 requires the State obtain the approval of two-thirds of both houses of the State Legislature for any proposed change in State statutes, which would result in any taxpayer paying a higher tax. Proposition 26 eliminates the previous practice whereby a tax increase coupled with a tax reduction that resulted in an overall neutral fiscal effect was subject only to a majority vote in the State Legislature. Furthermore, pursuant to Proposition 26, any increase in a fee above the amount needed to provide the specific service or benefit is deemed to be a tax and the approval thereof will require such two-thirds vote of approval to be effective. In addition, for State imposed fees and charges, any fee or charge adopted after January 1, 2010 with a majority vote of approval of the State Legislature which would have required a two- thirds vote of approval of the State Legislature if Proposition 26 were effective at the time of such adoption is repealed as of November 2011 absent the re -adoption by the requisite two-thirds vote. Proposition 26 amends Article XIII C of the State Constitution to state that a "tax" means a levy, charge or exaction of any kind imposed by a local government, except (1) a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege; (2) a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product; (3) a charge imposed for the reasonable regulatory costs to a local government for issuing licenses and permits, performing investigations, inspections and audits, 30 enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof; (4) a charge imposed for entrance to or use of local government property or the purchase rental or lease of local government property; (5) a fine, penalty, or other monetary charge imposed by the judicial branch of government or a local government as a result of a violation of law; (6) a charge imposed as a condition of property development; or (7) assessments and property related fees imposed in accordance with the provisions of Proposition 218. See " - Proposition 218." Proposition 26 applies to any levy, charge or exaction imposed, increased, or extended by local government on or after November 3, 2010, unless exempted, as stated above. Accordingly, fees adopted prior to that date are not subject to the measure until they are increased or extended or if it is determined that an exemption applies. As of the date hereof, none of the County's fees or charges has been challenged in a court of law in connection with the requirements of Proposition 26. -48- If the local government specifies how the funds from a proposed local tax are to be used, the approval will be subject to a two-thirds voter requirement. If the local government does not specify how the funds from a proposed local tax are to be used, the approval will be subject to a fifty percent voter requirement. Proposed local government fees that are not subject to Proposition 26 generally are subject to the approval of a majority of the governing body. In general, proposed property charges will be subject to a majority vote of approval by the governing body although certain proposed property charges will also require approval by a majority of the affected property owners. Possible Future Initiatives Articles XIIIA, XIIIB, XIIIC and XIIID and Propositions 62, 1A, 22 and 26 were each adopted as measures that qualified for the ballot pursuant to the State's initiative process. From time to time other initiative measures could be adopted, further affecting revenues of the City or the City's ability to expend revenues. The nature and impact of these measures cannot be anticipated by the City. ABSENCE OF LITIGATION At the time of delivery of and payment for the Certificates, the City will certify that there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court or regulatory agency, public board, or body pending or threatened against the City or the Corporation affecting their existence or the titles of their respective officers or seeking to restrain or to enjoin the issuance, sale, or delivery of the Certificates, or the application of the proceeds thereof in accordance with the Trust Agreement, or in any way contesting or affecting the validity or enforceability of the Certificates, any agreement entered into between the City and any purchaser of the Certificates, the Lease Agreement, the Trust Agreement, the Assignment Agreement, the Property Lease or any other applicable agreements or any action of the City or the Corporation contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or the Corporation or their authority with respect to the Certificates or any action of the City or the Corporation contemplated by any of said documents, nor, to the knowledge of the City or the Corporation, is there any basis therefor. CONTINUING DISCLOSURE Pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), the City has agreed, for the benefit of holders of the Certificates, to provide certain financial information and operating data relating to the City and the balances of funds relating to the Certificates, by not later than March 31 of each fiscal year commencing with the report for the 2017-18 fiscal year (the "Annual Information"), and to provide notices of the occurrence of certain enumerated events, if deemed by the City to be material. The Annual Information and notices of material events will be filed by the City with the Municipal Securities Rulemaking Board (the "MSRB"), via its Electronic Municipal Market Access ("EMMA") system. The nature of the information to be provided in the Annual Information and the notices of material events is set forth in APPENDIX G —FORM OF CONTINUING DISCLOSURE CERTIFICATE. The City's annual filings for fiscal years 2012-13, 2013-14, 2014-15, 2015-16 and 2016-17 in connection with certain outstanding utility revenue bonds omitted certain information relating to the top -49- ten customers of its gas system. For fiscal years 2013 and 2015, certain information required in connection with an issue of assessment district bonds was not filed until approximately 124 days and 229 days, respectively, after the date required for such filings. For fiscal years 2014, 2015 and 2016, the City's annual report was not properly associated on EMMA with the CUSIPs for certain general obligation bonds. The omissions have been corrected; correcting EMMA filings have been made. The City has established internal policies to insure that all future required filings are made as required. Substantially all of the City's required financial information and operating data is included in its comprehensive annual financial report which is historically filed in advance of the required March 31 deadline. Reminders are received from the trustee banks for each outstanding issue. Any financial information and operating data not included in the comprehensive annual financial report is compiled by the City's Treasury staff and its Assistant Administrative Services Director. The City has established a ticker system to provide staff with advance notice so that the reports are prepared in time to allow review and timely filing. MUNICIPAL ADVISOR PFM Financial Advisors LLC, San Francisco, California ("PFM"), is an independent financial advisory firm registered as a "Municipal Advisor" with the Securities Exchange Commission and Municipal Securities Rulemaking Board. PFM does not underwrite, trade or distribute municipal or other public securities. PFM has assisted the City in connection with the planning, structuring, sale and issuance of the Certificates. PFM is not obligated to undertake, and has not undertaken to make, an independent verification of or to assume responsibilities for the accuracy, completeness or fairness of the information contained in this Official Statement not provided by PFM. The fees of PFM in respect to the Certificates are contingent upon their sale and delivery. LEGAL MATTERS All legal matters in connection with the execution and delivery of the Certificates are subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel. Special Counsel's opinion with respect to the Certificates will be substantially in the form set forth in APPENDIX D —FORM OF OPINION OF SPECIAL COUNSEL. Certain legal matters will also be passed on for the City by Quint & Thimmig LLP, Larkspur, California, as Disclosure Counsel, and by the City Attorney. The fees and expenses of Special Counsel and Disclosure Counsel are contingent upon the execution and delivery of the Certificates. TAX MATTERS Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel, subject, however to the qualifications set forth below, under existing law, the portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax, although, in the case of tax years beginning prior to January 1, 2018, for the purpose of computing the alternative minimum tax imposed on -50- certain corporations, such interest earned by a corporation prior to the end of its tax year in 2018 is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Certificates. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of execution and delivery of the Certificates. Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a Certificate is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a Certificate is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium is disregarded. Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Certificate on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Certificates to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Certificate. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Certificates who purchase the Certificates after the initial offering of a substantial amount of such maturity. Owners of such Certificates should consult their own tax advisors with respect to the tax consequences of ownership of Certificates with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Certificates under federal individual minimum taxes. Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Certificate (said term being the shorter of the Certificate's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Certificate for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Certificate is amortized each year over the term to maturity of the Certificate on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Certificate premium is not deductible for federal income tax purposes. Owners of premium Certificates, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Certificates. California Tax Status. In the further opinion of Special Counsel, the portion of the Lease Payments designated as and comprising interest and received by the owners of the Certificates is exempt from California personal income taxes. -51- Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest with respect to the Certificates to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Certificates. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to Certificates issued prior to enactment. The opinions expressed by Special Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Special Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest with respect to the Certificates, or as to the consequences of owning or receiving interest with respect to the Certificates, as of any future date. Prospective purchasers of the Certificates should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Special Counsel expresses no opinion. Owners of the Certificates should also be aware that the ownership or disposition of, or the accrual or receipt of interest with respect to, the Certificates may have federal or state tax consequences other than as described above. Other than as expressly described above, Special Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Certificates s, the ownership, sale or disposition of the Certificates, or the amount, accrual or receipt of interest with respect to the Certificates. The complete text of the final opinion that Special Counsel expects to deliver upon the delivery of the Certificates is set forth in APPENDIX D —FORM OF OPINION OF SPECIAL COUNSEL. UNDERWRITING The Certificates were sold, by competitive bidding on October 25, 2018, to (the "Underwriter"), at a true interest cost of %. The purchase price to be paid by the Underwriter is $ (equal to the principal amount of the Certificates of $ , plus a net original issue premium of $ , less an Underwriter's discount of $ . The Underwriter intends to offer the Certificates to the public initially at the prices set forth on the inside cover page of this Official Statement, which prices may subsequently change without any requirement of prior notice. The Underwriter may offer and sell to certain dealers and others at a price lower than the offering prices stated on the inside cover page hereof. The offering price may be changed from time to time by the Underwriter. RATING S&P Global Ratings, a Standard & Poor's Financial Services LLC business ("S&P") has assigned the rating of " " to the Certificates. Such rating reflects only the view of S&P and any desired explanation of the significance of such rating should be obtained from S&P at the following address: 55 Water Street, New York, NY 10041, (212) 208-8000. Generally, a rating agency bases its rating on the -52- information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by S&P if, in the judgment of S&P, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price for the Certificates. FINANCIAL STATEMENTS The City's Audited Financial Statements for fiscal year ended June 30, 2017, and the City's Auditor's Report regarding such financial statements, are set forth in APPENDIX B — COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017. The City's Auditor was not requested to consent to the inclusion of its report in Appendix B and it has not undertaken to update financial statements included in Appendix B. No opinion is expressed by the City's Auditor with respect to any event subsequent to its report. This and prior year's annual financial reports can also be obtained at: https://www.cityofpaloalto.org/gov/depts/asd/reporting.asp ADDITIONAL INFORMATION To assist investors with complying with applicable Federal Home Loan Bank collateral regulations, the City presently contemplates that approximately % of the proceeds of the Certificates will be used to finance the acquisition, development, and/or improvement of real estate. All of the preceding summaries of the Certificates, the Trust Agreement, the Lease Agreement, the Assignment Agreement, the Property Lease, and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. This Official Statement does not constitute a contract with the purchasers of the Certificates. Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. The City will furnish a certificate dated the date of delivery of the Certificates, from an appropriate officer of the City, to the effect that to the best of such officer's knowledge and belief, and after reasonable investigation, (i) neither the Official Statement or any amendment or supplement thereto contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) since the date of the Official Statement, no event has occurred which should have been set forth in an amendment or supplement to the Official Statement which has not been set forth in such an amendment or supplement, and the Certificates, the Trust Agreement, the Lease Agreement, the Assignment -53- Agreement, the Property Lease, and other applicable agreements conform as to form and tenor to the descriptions thereof contained in the Official Statement; and (iii) the City has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied under the Trust Agreement at and prior to the date of the issuance of the Certificates. The execution and delivery of the Official Statement by the City have been duly authorized by the City Council on behalf of the City. CITY OF PALO ALTO By City Manager -54- APPENDIX A GENERAL DEMOGRAPHIC INFORMATION REGARDING THE CITY OF PALO ALTO AND SANTA CLARA COUNTY The City Palo Alto (the "City") is located in northern Santa Clara County (the "County"), approximately 35 miles south of the City of San Francisco. It is part of the San Francisco Bay metropolitan area. The City is considered the birthplace of the high technology industry and a center of the Silicon Valley. Stanford University covers 700 -acre area in the City, and the City is home to high-tech leaders such as Hewlett-Packard, SAP America, Varian Medical Systems, VMware, Tibco Software, the Electric Power Research Institute and Communications and Power Industries and Skype. The City is also a major employment center, including U.S. Department of Veteran Affairs' Palo Alto Health Care System, Stanford Hospitals and Clinics, Lockheed Martin Missiles and Space, Palo Alto Medical Foundation, Stanford Shopping Center, the law offices of Wilson Sonsini Goodrich and Rosati, and the Xerox Palo Alto Research Center. The County Located at the southern end of the San Francisco Bay, the County is the most populous county in the San Francisco Bay Area region, and one of the most affluent counties in the United States. The County was one of the original counties of California, formed in 1850 at the time of statehood. The County seat is San Jose, the tenth -most populous city in the United States. According to the U.S. Census Bureau, the county has a total area of 1,304 square miles (3,380 km2), of which 1,290 square miles (3,300 km2) is land and 14 square miles (36 km2) (1.1%) is water. The highly urbanized Santa Clara Valley within the County is also known as Silicon Valley. The County is the headquarters for approximately 6500 high technology companies, including many of the largest tech companies in the world, among them hardware manufacturers AMD, Cisco Systems and Intel, computer and consumer electronics companies Apple Inc. and Hewlett-Packard, and internet companies eBay, Facebook, Google and Yahoo! Appendix A Page 1 Population The following table contains the population of the City, the County and the State of California (the "State") for the last five years. CITY OF PALO ALTO, SANTA CLARA COUNTY AND STATE OF CALIFORNIA Population (as of January 1) City of Santa Clara State of Year Palo Alto County California 2014 67,633 1,880,197 38,568,628 2015 68,312 1,905,156 38,912,464 2016 69,184 1,924,582 39,179,627 2017 69,446 1,937,473 39,500,973 2018 69,721 1,956,598 39,809,693 Source: California Department of Finance, E-4 Population Estimate for Cities, Counties, and the State, 2010-2017, with 2010 Census Benchmark. Employment The following table summarizes the historical numbers of workers by industry in the County for the last five years: SANTA CLARA COUNTY Labor Force and Industry Employment Annual Averages by Industry 2013 2014 2015 2016 20170) Total, All Industries 950,700 991,000 1,028,900 1,060,600 1,086,900 Total Farm 3,300 3,500 3,700 3,900 3,500 Mining and Logging 300 300 200 300 200 Construction 36,700 38,800 42,900 47,600 48,300 Manufacturing 153,600 156,700 160,200 161,300 163,400 Wholesale Trade 36,000 36,900 36,800 37,400 35,200 Retail Trade 82,500 83,900 85,100 85,000 85,000 Transportation, Warehousing & Utilities 13,400 13,900 14,100 14,800 14,900 Information 58,600 65,600 70,400 74,500 85,000 Financial Activities 33,300 33,800 34,200 35,200 35,800 Professional & Business Services 190,100 201,800 215,200 224,100 226,400 Educational & Health Services 142,600 148,700 154,900 160,600 167,400 Leisure & Hospitality 86,300 90,700 94,500 97,600 100,800 Other Services 25,000 26,000 26,500 27,000 28,200 Government 89,000 90,600 90,100 91,200 92,800 Source: California Employment Development Department, based on March 2018 benchmark. Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households, and persons involved in labor/management trade disputes. Employment reported by place of work. Items may not add to totals due to independent rounding. (1) Last available full year data. Appendix A Page 2 The following tables summarize historical employment and unemployment for the County, the State and the United States: SANTA CLARA COUNTY, CALIFORNIA, and UNITED STATES Civilian Labor Force, Employment, and Unemployment (Annual Averages) Year Area Labor Force 2013 Santa Clara County California United States 2014 Santa Clara County California United States 2015 Santa Clara County California United States 2016 Santa Clara County California United States 2017(2) Santa Clara County California United States 923,200 18,811,400 155,389 995,600 18,981,800 155,922,000 1,018,400 19,102, 700 15 7,130,000 1,026,500 19,102, 700 159,187,000 1,042,000 19,312,000 160,320,000 Employment 860,100 17,397,100 143,929,000 943,800 17,798,600 146,305,000 976,100 18,065,000 148,834,000 987,900 18,065,000 151,436,000 1,008,600 18,393,100 153,337,000 Unemployment Unemployment Rate (1) 63,200 6.8% 1,414,300 7.5 11,460,000 7.4 Source: California Employment Development Department, Monthly Labor Force 2017, and US Department of Labor. (1) The unemployment rate is computed from unrounded data, therefore, figures available in this table. (2) Latest available full -year data. Appendix A Page 3 51,800 1,183,200 9,617,000 42,300 1,037,700 8,296,000 38,600 1,037,700 7,751,000 33,400 918,900 6,982,000 5.2 6.2 6.2 4.2 5.4 5.3 3.8 5.4 4.9 3.2 4.8 4.4 Data for Counties, Annual Average 2010 - it may differ from rates computed from rounded Major Employers The following table lists the top 10 employers within the County as of June 30, 2017. SANTA CLARA COUNTY Top 10 Employers as of June 30, 2017 % of Total County Employer Employees Employment Apple Computer, Inc. 25,000 2.53% Alphabet Inc. 20,000 2.02 County of Santa Clara 18,244 1.85 Stanford University 16,919 1.71 Cisco Systems Inc. 15,700 1.59 Kaiser Permanente 12,500 1.27 Stanford Healthcare 10,034 1.02 Tesla Motors Inc. 10,000 1.01 Facebook Inc. 9,385 0.95 Intel Corp. 8,500 0.86 Total Top 10 146,282 14.81% Source: Santa Clara County fiscal year 2016-17 CAFR. Construction Activity The following table reflects the five-year history of building permit valuation for the City and the County: CITY OF PALO ALTO Building Permits and Valuation (Dollars in Thousands) 2013 2014 2015 2016 20171) Permit Valuation: New Single-family $ 44,914 $ 53,439 $ 73,403 $ 58,795 $ 76,244 New Multi -family 17,243 1,611 68,911 5,764 9,262 Res. Alterations/Additions 31,663 47,974 41,848 36,423 70,538 Total Residential 93,821 103,025 184,163 100,983 156,046 Total Nonresidential 358,254 258,899 277,837 298,797 357,789 Total All Building $452,076 $361,925 $462,000 $399,780 513,835 New Dwelling Units: Single Family 81 93 119 96 119 Multiple Family 100 6 210 30 28 Total 181 99 329 126 147 Source: Construction Industry Research Board: "Building Permit Summary." (1) Latest available full year data. Note: Totals may not add due to independent rounding. Appendix A Page 4 SANTA CLARA COUNTY Building Permits and Valuation (Dollars in Thousands) 2013 2014 2015 2016 20171) Permit Valuation: New Single-family $ 694,884 $ 594,472 $ 653,970 $ 660,301 $ 732,652 New Multi -family 941,420 1,196,127 706,781 564,761 1,027,651 Res. Alterations/Additions 423,739 439,747 505,844 484,820 547,991 Total Residential 2,060,044 2,230,347 1,866,595 1,709,882 2,308,295 Total Nonresidential 6,264,620 2,655,412 3,589,800 4,698,158 3,359,316 Total All Building $8,324,665 $4,885,760 $5,456,396 $6,408,041 5,667,612 New Dwelling Units: Single Family 1,859 1,602 1,710 1,608 2,022 Multiple Family 6,009 8,310 3,906 3,297 6,629 Total 7,868 9,912 5,616 4,905 8,631 Source: Construction Industry Research Board: "Building Permit Summary." (1) Latest available full year data. Note: Totals may not add due to independent rounding. Appendix A Page 5 Median Household Income The following table summarizes the total effective buying income and the median household effective buying income for the City, the County, the State and the nation for the past five years. CITY OF PALO ALTO, SANTA CLARA COUNTY STATE OF CALIFORNIA AND UNITED STATES Median Household Effective Buying Income Source: Nielsen, Inc. Year Area 2013 City of Palo Alto Santa Clara County California United States 2014 City of Palo Alto Santa Clara County California United States 2015 City of Palo Alto Santa Clara County California United States 2016 City of Palo Alto Santa Clara County California United States 2017 City of Palo Alto Santa Clara County California United States Total Effective Buying Income (000's Omitted) $ 3,800,810 61,802,913 858,676,636 6,982,757,379 4,119,935 66,130,110 901,189,699 7,357,153,421 4,607,638 73,637,380 981,231,666 7,757,960,399 4,797,181 77,917,425 1,036,142, 723 8,132, 748,136 5,275,790 85,859,495 1,113,648,181 8,640,770,229 Appendix A Page 6 Median Household Effective Buying Income $ 88,552 70,595 48,340 43,715 94,580 75,008 50,072 45,448 103,965 79,345 53,589 46,738 105,019 81,466 55,681 48,043 121,376 88,243 59,646 50,735 APPENDIX B COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2017 The Auditor was not requested to consent to the inclusion of its report in this Appendix B and it has not undertaken to update financial statements included in this Appendix B. No opinion is expressed by the Auditor with respect to any event subsequent to its report. Appendix B THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX C INVESTMENT POLICY OF THE CITY Appendix C THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX D FORM OF SPECIAL COUNSEL OPINION [TO COME] Appendix E THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX E SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS [TO COME] Appendix E THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX F DTC'S BOOK -ENTRY ONLY SYSTEM The information in this Appendix F, concerning The Depository Trust Company, New York, New York ("DTC"), and DTC's book -entry system, has been furnished by DTC for use in official statements and the City takes no responsibility for the completeness or accuracy thereof The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest or principal with respect to the Certificates, (b) certificates representing ownership interest in or other confirmation of ownership interest in the Certificates, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Certificates, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix F. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. Information Furnished by DTC Regarding its Book -Entry Only System 1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Certificates (as used in this Appendix E, the "Securities"). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Security certificate will be issued for each maturity of the Securities, in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book - entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC is rated AA+ by Standard & Poor's. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates Appendix F Page 1 representing their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC 's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC 's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit the notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Securities unless authorized by a Direct Participant in accordance with DTC 's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC 's practice is to credit Direct Participants' accounts upon DTC 's receipt of funds and corresponding detail information from the City or the paying agent or bond trustee, on payable date in accordance with their respective holdings shown on DTC 's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the paying agent or bond trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the paying agent or bond trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the City or the paying agent or bond trustee. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC 's book -entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. Appendix F Page 2 APPENDIX G FORM OF CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF PALO ALTO (the "City") in connection with the execution and delivery of $ * Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"). The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of November 1, 2018, by and among U.S. Bank National Association, as trustee (the "Trustee"), the City and the Palo Alto Public Improvement Corporation (the "Trust Agreement"). Pursuant to Section 10.05 of the Trust Agreement, the City covenants and agree as follows: Section 1. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings when used in this Disclosure Certificate: "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Certificates for federal income tax purposes. "Dissemination Agent" shall mean the City or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. In the absence of such a designation, the City shall act as the Dissemination Agent. "EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments. "Listed Events" shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Participating Underwriter" shall mean any original underwriter of the Certificates required to comply with the Rule in connection with offering of the Certificates. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 2. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the owners and Beneficial Owners of the Certificates and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2 -12(b)(5). * Preliminary, subject to change. Appendix G Page 1 Section 3. Provision of Annual Reports. (a) Delivery of Annual Report. The City shall, or shall cause the Dissemination Agent to, not later than nine months after the end of the City's fiscal year (which currently ends on June 30), commencing with the report for the 2017-18 fiscal year, which is due not later than March 31, 2019, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. (b) Change of Fiscal Year. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c), and subsequent Annual Report filings shall be made no later than nine months after the end of such new fiscal year end. (c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15) Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b)) of this Section 3 for providing the Annual Report to EMMA, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the City. (d) Report of Non -Compliance. If the City is the Dissemination Agent and is unable to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b)) of this Section 3, the City shall send a notice to EMMA substantially in the form attached hereto as Exhibit A. If the City is not the Dissemination Agent and is unable to provide an Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section 3, the Dissemination Agent shall send a notice to EMMA in substantially the form attached hereto as Exhibit A. (e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been filed with EMMA pursuant to Section 3 of this Disclosure Certificate, stating the date it was so provided and filed. Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following: (a) Financial Statements. Audited financial statements of the City for the preceding fiscal year, prepared in accordance generally accepted accounting principles. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Other Annual Information. To the extent not included in the audited final statements of the City, the Annual Report shall also include financial and operating data with respect to the City for preceding fiscal year, as follows, substantially similar to that provided in the corresponding tables and charts in the official statement for the Certificates: (i) Table 2 —General Fund Reserve Policy; (ii) Table 3 —Tax Revenues by Source; (iii) Table 4 —Other Revenue Sources; (iv) Table 5 —Assessed Valuations; (v) Table 6 —Largest Local Secured Property Tax Payers; (vi) Table 7 —Sales Tax Rates; and (vii) Table 8 —Property Tax In -Lieu of VLF. Appendix G Page 2 (c) Cross References. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on EMMA. The City shall clearly identify each such other document so included by reference. If the document included by reference is a final official statement, it must be available from EMMA. (d) Further Information. In addition to any of the information expressly required to be provided under paragraph (b) of this Section 4, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Listed Events. (a) Reportable Events. The City shall, or shall cause the Dissemination Agent (if not the City) to, give notice of the occurrence of any of the following events with respect to the Certificates: (1) Principal and interest payment delinquencies. (2) Unscheduled draws on debt service reserves reflecting financial difficulties. (3) Unscheduled draws on credit enhancements reflecting financial difficulties. (4) Substitution of credit or liquidity providers, or their failure to perform. (5) Defeasances. (6) Rating changes. (7) Tender offers. (8) Bankruptcy, insolvency, receivership or similar event of the obligated person. (9) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. Note: For the purposes of the event identified in subparagraph (8), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (b) Material Reportable Events. The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Certificates, if material: (1) Non-payment related defaults. (2) Modifications to rights of security holders. (3) Bond calls. (4) The release, substitution, or sale of property securing repayment of the securities. (5) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than Appendix G Page 3 in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms. (6) Appointment of a successor or additional trustee, or the change of name of a trustee. (c) Time to Disclose. The City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with EMMA, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of any Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(5) and (b)(3) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to owners of affected Certificates under the Trust Agreement. Section 6. Identifying Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Certificates. If such termination occurs prior to the final maturity of the Certificates, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8. Dissemination Agent. (a) Appointment of Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate and may discharge any such agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the City, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Certificate. It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it by the City. The Dissemination Agent has undertaken no responsibility with respect to the content of any reports, notices or disclosures provided to it under this Disclosure Certificate and has no liability to any person, including any Certificate owner, with respect to any such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the City shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the City. (b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid reasonable compensation by the City for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the City from time to time and all reasonable expenses, legal fees and expenses and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the City, owners or Beneficial Owners, or any other party. The Dissemination Agent may rely, and shall be protected in acting or refraining from acting, upon any direction from the City or an opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the City. The Dissemination Agent shall not be liable hereunder except for its negligence or willful misconduct. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate (and the Dissemination Agent shall agree to any amendment so requested by the City that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Certificate may be waived, provided that all of the following conditions are satisfied: (a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a) or (b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Certificates, or the type of business conducted. Appendix G Page 4 (b) Compliance as of Issue Date. The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances. (c) Consent of Holders; Non -impairment Opinion. The amendment or waiver either (i) is approved by the Certificate owners in the same manner as provided in the Trust Agreement for amendments to the Trust Agreement with the consent of Certificate owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Certificate owners or Beneficial Owners. If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, the City shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Certificate owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and no implied covenants or obligations shall be read into this Disclosure Certificate against the Dissemination Agent, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys' fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall have the same rights, privileges and immunities hereunder as are afforded to the Trustee under the Trust Agreement. The obligations of the City under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Certificates. Appendix G Page 5 Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the owners and Beneficial Owners from time to time of the Certificates, and shall create no rights in any other person or entity. Date: [Closing Date] CITY OF PALO ALTO By Authorized Officer Appendix G Page 6 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Palo Alto, California Name of Issue: CITY OF PALO ALTO 2018 Certificates of Participation (California Avenue Parking Garage) Date of Issuance: [Closing Date] NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above -named Issue as required by the Continuing Disclosure Certificate, dated [Closing date], furnished by the City in connection with the Issue. The City anticipates that the Annual Report will be filed by Date: CITY OF PALO ALTO, as Dissemination Agent By Authorized Officer Appendix G Page 7 THIS PAGE INTENTIONALLY LEFT BLANK PALO ALTO PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE REFINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the Palo Alto Public Improvement Corporation (the "Corporation"): WHEREAS, the City of Palo Alto, a chartered municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City") desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue (the "California Avenue Parking Garage"); WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"); WHEREAS, the City has additionally proposed to lease a City asset, initially the Rinconada Library, located at 1213 Newell Road (or another property identified by City staff) (the "Leased Property"), to the Corporation under a Property Lease by and between the City, as lessor, and the Corporation, as lessee (the "Property Lease"), and the Corporation proposes to lease the Leased Property back to the City under a Lease Agreement, by and between the City, as lessee, and the Corporation, as lessor (the "Lease Agreement"), in consideration of the payment by the City of semi-annual lease payments (the "Lease Payments"); WHEREAS, as described in the Property Lease and the Lease Agreement, upon the construction and the substantial readiness of the California Avenue Parking Garage for use and occupancy by the City, the California Avenue Parking Garage will be the Leased Property subject to the Property Lease and the Lease Agreement, and the Rinconada Library will be released; WHEREAS, the Corporation proposes to assign its right to receive the Lease Payments to U.S. Bank National Association, as trustee (the "Trustee"), under an Assignment Agreement (the "Assignment Agreement"), by and between the Corporation and the Trustee, and in consideration of such assignment the Trustee has agreed to execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in the Lease Payments, in accordance with a Trust Agreement to be executed by and among the Trustee, the City and the Corporation (the "Trust Agreement"); WHEREAS, in connection therewith, it is in the public interest and for the public benefit that the Corporation authorize and direct execution of the Property Lease, the Lease Agreement, the Trust Agreement and certain other financing documents in connection therewith; and WHEREAS, the documents below specified have been filed with the Corporation, and the members of the Corporation have reviewed said documents. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The below -enumerated documents be and are hereby approved, and the President and the Vice President are hereby separately authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Secretary of the Corporation is hereby authorized and directed to attest to such official's signature: (a) the Property Lease, relating to the lease of the Leased Property by the City to the Corporation, by and between the City, as lessor, and the Corporation, as lessee; (b) the Lease Agreement, relating to the lease of the Leased Property by the Corporation back to the City, between the Corporation, as lessor, and the City, as lessee; (c) the Trust Agreement, by and among the Corporation, the City and the Trustee, relating to the execution and delivery of the Certificates, evidencing the fractional interests of the owners thereof in the Lease Payments to be made by the City under the Lease Agreement; and (d) the Assignment Agreement, by and between the Corporation and the Trustee, pursuant to which the Corporation will assign certain of its rights under the Lease Agreement, including its right to receive the Lease Payments thereunder, to the Trustee. Section 2. The President, Vice President, Executive Director, Treasurer, Secretary and other officials of the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the lease financing herein authorized. Section 3. The Corporation hereby approves the competitive sale of the Certificates in accordance with the Notice of Sale in substantially the form on file with the Corporation. ************ -2- I hereby certify that the foregoing resolution was duly adopted at a meeting of the Palo Alto Public Improvement Corporation held on the 15th day of October, 2018, by the following vote: AYES, and in favor of: NOES: ABSENT: Secretary APPROVED AS TO FORM: Jones Hall, A Professional Law Corporation Bond Counsel Attachment B-1 RECORDING REQUES I'ED BY, AND WHEN RECORDED, RETURN TO: Christopher K. Lynch, Esq. Jones Hall, A Professional Law Corporation 475 Sansome Street, Suite 1700 San Francisco, California 94111 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. ASSIGNMENT AGREEMENT Dated as of [ ] 1, 2018 by and between the PALO ALTO PUBLIC IMPROVEMENT CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as trustee ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is dated as of [ ] 1, 2018, by and between the PALO ALTO PUBLIC IMPROVEMENT CORPORATION, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation") and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"), under the Trust Agreement (as defined herein). In the joint and mutual exercise of their powers, in consideration of the mutual covenants herein contained, and for other valuable consideration, the parties hereto recite and agree as follows: Section 1. Recitals. WHEREAS, the City desires to finance the costs of acquiring and constructing a parking garage to be located at 350 Sherman Avenue (the "California Avenue Parking Garage"); WHEREAS, in order to finance the California Avenue Parking Garage, the City has determined to provide for the execution and delivery of City of Palo Alto 2018 Certificates of Participation (California Avenue Parking Garage) (the "Certificates"); WHEREAS, the City has concurrently leased to the Corporation under a Property Lease, dated as of [ ] 1, 2018, by and between the City, as Lessor, and the Corporation, as Lessee (the "Property Lease"), which is recorded concurrently herewith, a City asset, initially the Rinconada Library, as more particularly described in Exhibit A hereto (the "Leased Property"), and the Corporation has leased the Leased Property back to the City under a Lease Agreement, dated as of [ ] 1, 2018, by and between the City, as lessee and the Corporation, as lessor (the "Lease Agreement") which is recorded concurrently herewith, in consideration of the payment by the City of semi-annual Lease Payments (as defined in the Lease Agreement); WHEREAS, the Corporation desires to assign its right to receive such Lease Payments to the Trustee pursuant to this Assignment Agreement, and in consideration of such assignment the Trustee shall execute and deliver the Certificates, each evidencing a direct, undivided fractional interest in such Lease Payments in accordance with a Trust Agreement, dated as of [ ] 1, 2018, by and among the City, the Corporation and the Trustee (the "Trust Agreement"); and WHEREAS, each of the parties has authority to enter into this Assignment Agreement and has taken all actions necessary to authorize its respective officers to execute it. Section 2. Assignment. The Corporation hereby transfers, assigns and sets over to the Trustee, for the benefit of the Owners of the Certificates executed and delivered under the Trust Agreement, all of the Corporation's rights under the Property Lease and the Lease Agreement (excepting only the Corporation's rights under Sections 4.6, 5.7, 7.3 and 9.4 of the Lease Agreement), including without limitation (1) the right to receive and collect all of the Lease Payments (including prepayments thereof) from the City under the Lease Agreement, (2) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Leased Property, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Leased Property, and (3) the right to exercise such rights and remedies conferred on the Corporation pursuant to the Lease Agreement as may be necessary or convenient (i) to enforce payment of the Lease Payments, prepayments thereof and any other amounts required to be deposited in the Lease Payment Fund established under the Trust Agreement, or (ii) otherwise to protect the interests of the Certificate Owners in the event of a default by the City under the Lease Agreement. All rights assigned by the Corporation shall be administered by the Trustee in accordance with the provisions of the Trust Agreement and for the equal and proportionate benefit of the Owners of Certificates. Such assignment shall be absolute and irrevocable and shall be without recourse to the Corporation. Section 3. Substitution of Leased Property. As set forth in Section 3.5 of the Lease Agreement, upon Final Completion (as defined in the Lease Agreement) of the California Avenue Parking Garage, the City shall have the absolute right to make the California Avenue Parking Garage and its related site, as described in Exhibit A hereto, the Leased Property subject to the Property Lease and the Lease Agreement, and to release the Rinconada Library from the Property Lease and the Lease Agreement. The City shall effectuate such release by (1) certifying, in a certificate of completion provided to the Trustee, that the Final Completion of the California Avenue Parking Garage has occurred and (2) causing a Notice of Substitution and Release of Leased Property, substantially in the form attached as Exhibit D to the Lease Agreement, to be recorded in the real property records of Santa Clara County. Subsequent to the execution and recordation of such Notice of Substitution and Release of Leased Property, subject to any future authorized substitution or release of the Leased Property pursuant to Section 3.5 and 3.6 of the Lease Agreement, references to the Leased Property herein shall be deemed to refer to the California Avenue Parking Garage and the related site and shall not be deemed to refer to the Rinconada Library so released. Section 4. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing, equally and proportionately, the payments due pursuant to the Lease Agreement and Trust Agreement to, and the rights under the Lease Agreement and Trust Agreement of, the Owners of the Certificates delivered pursuant to the Trust Agreement, all subject to the provisions of the Trust Agreement. Section 5. Conditions. This Assignment Agreement shall confer no rights or impose no duties upon the Trustee beyond those expressly provided in the Lease Agreement and Trust Agreement. The Trustee has not warranted the accuracy of the recitals hereto. Section 6. Execution. -2- This Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their officers thereunto duly authorized as of the day and year first written above. PALO ALTO PUBLIC IMPROVEMENT CORPORATION By Liz Kniss President Attest: By Beth Minor Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Officer -3- STATE OF CALIFORNIA SS COUNTY OF On before me, , Notary Public, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. EXHIBIT A DESCRIPTION OF LEASED PROPERTY The land referred to herein is situated in the State of California, County of Santa Clara, City of Palo Alto and described as follows: Initial Leased Property: Rinconada Library (APN: 003-47-020) The Rinconada Library (formerly the Main Library), was designed by Edward Durell Stone, opened in 1958 following a voter approved bond measure that also funded the construction of the Mitchell Park Library. The library is located on Newell Road across from the Palo Alto Art Center. The building is 28,716 square feet, including a 5,000 square foot basement. This library has the largest collection in the system, including the principal reference collection and the archives of the Palo Alto Historical Association. It serves primarily adults and teens and has a very small children's collection. While the building has received small remodels over the years, it needed a total renovation to bring it up to current codes and standards and to provide needed spaces to accommodate needs of its users. In 2014, over $21.7 million renovation occurred that was funded by a voter approved $76 million General Obligation bonds. The renovation brought the building to current codes and standard and included significant seismic improvements. A new wing was build off of south entrance with meeting room seating 100, added were additional restrooms, four small group study rooms off the ends of the reading room, a dedicated room for teens, upgraded lighting and electrical systems to support use of technology, new mechanical systems, including radiant heating and cooling system in the floor, and new carpet and paint. The library project area has approximately 175 trees, of these, over two dozen trees were removed and/or relocated with an equal number of new trees being planted. Some of the trees on the site were removed due to poor health or due to conflicts with other neighboring trees, others conflicted with the new geothermal wells and piping while others were removed to accommodate the project site improvements. Leased Property Upon Final Completion: California Avenue Parking Garage (APN: 124-33-059) The California Avenue Parking Garage is part of the City Council Infrastructure Plan. Construction of the garage is a key step in the delivery of a new Public Safety Building (PSB). The PSB will be built on the adjacent property at 250 Sherman Avenue that currently provides approximately 150 public parking stalls. The proposed parking garage, at 350 Sherman Avenue, will be located on the City's existing surface Parking Lot C-7. The parking garage will be four levels above grade and two stories below grade, with 636 public parking spaces serving the needs of the California Avenue business district. The new garage will replace existing stalls at the two locations and provide approximately 310 new parking stalls to the California Avenue business district. The parking structure will fill its site to nearly the property lines and utilize strategies such as a signature exterior grand staircase and landscaped setback (on Birch Street), a widened sidewalk (on Ash Street), and a partial -block pedestrian arcade leading to a mid - block paseo (on Jacaranda Lane) to provide appropriately scaled site amenities. Construction A-1 will involve a cut-off wall to limit groundwater impact, cast -in -place post -tensioned structural concrete, and provisions for an integrated solar canopy. The height of the California Avenue Parking Garage will be approximately 49'-0" above sidewalk level to the top of roof -mounted photovoltaic (PV) panels. As a public -serving amenity, the garage's key design imperatives include ease of wayfinding, generosity toward the pedestrian environment, and a perimeter skin that offers an appropriate visual character when viewed by its neighbors Attachment C 2018 (Tax -Exempt) Certificate of Participation California Avenue Parking Garage Estimated Cost of Issuance (COI) and Underwriter's Discount Fee Cost of Issuance: Bond Counsel (Jones Hall), includes expenses $ 47,500 Disclosure Counsel (Quint & Thimmig, LLP) 31,850 Municipal (Financial) Advisor (Public Financial Management, Inc.), includes expenses 56,000 Trustee (U.S. Bank) 11,350 Title (Stewart) 36,260 Rating Agency (Standard & Poor's) 30,000 Printer 3,000 Miscellaneous/Contingency Fees 10,000 Total Cost of Issuance $ 225,960 Underwriters' Discount Fee (Estimated) * 184,525 Total Estimated COP Bonds Issuance Fees $ 410,485 * Underwriter's discount fee is likely to vary from this estimate; it's based on 1.5% of par bond issuance or $15 per bond For the alternative bond issuance mix (75% tax-exempt and 25% taxable), the total estimed issuance cost is $417,385. CITY OF PALO ALTO City of Palo Alto (ID # 9410) City Council Staff Report Report Type: Informational Report Meeting Date: 10/15/2018 Summary Title: Gifts to the City, FY 2018 Title: Significant Gifts to the City, Fiscal Year 2018 From: City Manager Lead Department: Administrative Services This is an informational report and no Council action is required. Discussion The City of Palo Alto's Policy and Procedure 1-18, Gifts and Donations to the City of Palo Alto, (Attachment A) requires annual reports to the City Council regarding significant gifts that have been accepted on behalf of the City. This policy was updated in October 2014, to help clarify reporting of significant gifts over $5,000 only. In compliance with this policy, Attachment B lists all of the significant gifts (over $5,000) received during Fiscal Year 2018. All gifts had a designated purpose as stated under the "Use of Gift" column. Staff monitors designated restrictions to comply with the Donor's request. In addition, the Fair Political Practices Commission (FPPC) regulates gifts to employees. The regulations contain guidelines on when these types of gifts should be disclosed as gifts to the City. Gifts required to be disclosed pursuant to this regulation are now also reported on FPPC Form 801, and that gift information is now posted to the City Clerk's web page as required by the FPPC. Annual reports of gifts will continue to be provided to the Council, and Form 801 information will be available on the City Clerk's website throughout the year as gifts are received. Attachments: • Attachment A: Gifts to City Policy • Attachment B: Significant Gifts Over $5,000 City of Palo Alto Page 1 Attachment A POLICY AND PROCEDURES 1-18 Revised: October 1, 2014 Effective: December 1, 1989 GIFTS AND DONATIONS TO THE CITY OF PALO ALTO POLICY STATEMENT The purpose of this policy is to: Establish uniform procedures for the receipt of gifts to the City of Palo Alto; Cultivate and maintain an environment where residents and businesses want to contribute to the City's programs and facilities; Promptly acknowledge and express appreciation for the gifts; Assure the gifts are properly inventoried, and • Comply with the Political Reform Act and Fair Political Practices Commission Regulations. It is essential that gifts be properly reported and reviewed carefully for impact on the City's resources and for consistency with City policies and procedures concerning cash handling and inventory. City employees are prohibited from accepting personal gifts (see Section 1301, Merit System Rules and Regulations). Gifts to elected and appointed City officials and "designated" City employees (see Palo Alto Municipal Code, Chapter 2.09) are also regulated by the State of California Fair Political Practices Commission. Applicability of this Policy The procedures stated in Section A apply to gifts offered or given to the City, gifts actively solicited by the City, and gifts from community groups that support various City operations (e.g. Friends of the Library, the Recreation Foundation, etc.). They do not apply to minor individual contributions which will be quickly consumed in a City - sponsored event, work contributed by individual volunteers, sponsorship of a City activity, or donations of advertising, publicity, graphics, etc. in exchange for City acknowledgment. The procedures are consistent with those applicable to grants and other funding requests (see Policy and Procedures 1-12). The Fair Political Practices Commission has adopted requirements (2 Ca1.Code Regs. § 18944.2) for reporting payments made to agencies that would otherwise constitute gifts to public officials. Payments may be considered gifts to the City when the City receives and controls the payment, uses the payment for official business, and identifies the recipient. Such payments must be reported as provided in section B of this policy. Table 1 summarizes acknowledgement and reporting requirements for gifts. PROCEDURES A. City Requirements for Accepting and Acknowledging Gifts Department heads, including Council Appointed Officers, are authorized to accept gifts tendered by cash or cash equivalents or by electronic funds transfers (e.g., ACH transfer, credit card payment or online gifts) on behalf of the City. The City Clerk's Office will report on behalf of the City Council. Implementation of this policy is the responsibility of the department head, including Council Appointed Officers. Thresholds for implementation of the procedures vary with the category of the gift, as shown in Table 1. The estimated value of a gift is based on the donor's estimate. The City will not independently assign a value to the gift unless it is cash. Gifts accepted by the City become the property of the City of Palo Alto and are to be used for public benefit. Unless a special agreement concerning the ultimate disposition of the gift is entered into at the time the gift is accepted, it is understood that the City has sole authority to determine the use, transfer, handling, or disposition of the gift. Gifts made to officials directly or for which the donor donors designates by name, class, or other title the official who may use the payment are not gifts to the City, but rather individual gifts that may be required to be reported on FPPC Form 700. Employees may not accept individual gifts. Departrirent heads should review material gifts to: determine what the estimated costs to the City will be for any related installation, maintenance, operation, storage or liability that may be incurred by acceptance of the object; ensure that the gift is properly documented, catalogued, and/or inventoried in the department and division records; prepare and install an appropriate sign or nameplate consistent with the City's naming policy; ensure that the object will be satisfactorily maintained. Acknowledgment of Gifts The manner in which a gift is acknowledged must be appropriate to the nature of the gift and consistent with the donor's wishes. 1. Within thirty (30) days of receipt of a gift, the department head must send an acknowledgment letter if the gift is worth $100 or more, thanking the donor on behalf of the City of Palo Alto. a. The letter should clearly identify the gift and confirm the placement of the object that has been given to the City, or the use to which the gift will be devoted. b. Gifts to a governmental entity are treated similarly to charitable contributions for purposes of tax deductions. However, the donor will be responsible to the Internal Revenue Service and Franchise Tax Board for substantiating his or her own tax deduction. The City will not provide any tax services to donors. c. Except for gifts of cash or cash equivalents, where the donor amount is apparent, no dollar amount should be stated in the letter. Instead, the letter should contain the following paragraph: Your gift may be tax deductible. To determine the amount you may properly deduct for tax purposes, you should consult your tax preparer or tax attorney. d. The department head or his/her designee will sign the letter and forward a copy to the ASD Director. e. For a particularly significant gift (over $5,000), recipient department head in consultation with the ASD Director may ask that a letter be prepared for the Mayor's signature. 2. The recipient department head, in consultation with the ASD Director, will deteiinine if the gift warrants a public announcement and in what manner it should be made. The donor will be notified in advance of any announcement, and has the right to request anonymity. 3. The ASD Director is responsible for: a. maintaining a record of all gifts that are accepted, including a description of the gift, the donor's name and address (unless anonymous), the date the gift was received, and the disposition of the gift. b. reporting annually any significant gifts over $5,000 to the City Council regarding the gifts that have been accepted on behalf of the City. 4. Each department should also maintain a record of all gifts that are accepted, which includes a description of the gift, the donor's name and address, the date the gift was received, and the disposition of the gift. B. Fair Political Practices Commission Requirements for Accepting and Reporting Gifts to the City In addition to the requirements listed above, departments receiving gifts to the City must comply with Title 2 of the California Code of Regulations section 18944.2, summarized below: Payments or similar gifts that are controlled by the City and used for official City business may be considered gifts to the agency rather than gifts to an individual although the individual may receive a personal benefit from the payment, if all of the following requirements are met:. (1) City controls use of payment: The city manager or designee must determine and control the City's use of a payment. The donor may identify a purpose for the payment, but may not designate by name, title, class, or otherwise, the official/employee who may use the payment. The City Manager or designee shall select the individual(s) who will use the payment any may not select himself or herself as the user. (2) Official City business. The payment must be used for official City business. (3) Reporting. Within 30 days after use of the payment, the head of the department of the official/employee who used the gift must report the payment on the Form 801 and forward it to the City Clerk. Form 801 is available at the Fair Political Practices Commission website online at http://www.fppc.ca.gov. The City Clerk shall post a copy of the form or the information in the form on the City website, and shall maintain the forms for a period of not less than four years. (4) Limitations on payments for travel. Payments for travel, including transportation, lodging, and meals, are not gifts to the City but are considered personal gifts or income that the official or employee may be required to report on his or her FPPC Form 700 (a) if the donor designates by name, title, class, or otherwise, the official or employee who may use the payment, (b) if the City Manager or designee has not preapproved the travel in writing by signing the Form 801 or other travel pre -approval in advance or the trip, and/or (c) to the extent that such payments exceed the City's reimbursement rates for travel, meals, lodging, and other actual and necessary expenses. NOTE: Questions and/or clarification of this policy should be directed to the Administrative Services Department. Questions and/or clarification of the Form 801 reporting requirements should be directed to the City Clerk or City Attorney's Office. Attachments: Attachment A: Table 1- Summary of Gift Categories and Reporting Requirements Attachment A Table 1 Summary of Gift Categories and Reporting Requirements Gift Category Acknowledge- ment Letter Copy of acknowledge- ment to ASD? Account information re deposit to ASD? Form 801 to City Clerk? Other Requirements Cash or cash equivalent that will be used for official City business over $100 (cash, check, money order, travelers check, cashier's check or online donation) X X X Cash or cash equivalent that will be used by an individual employee for official city business X X X X For payments used for official travel, see limitations set forth in policy section B(4). Stocks, other securities X X Contact ASD re deposition of this type of gift. The City's investment policy (1-39) precludes purchase of stocks, but the City may accept them as gifts if sold within a reasonable amount of time and ASD Director determines that cost of sale will not exceed cost of stock. Services (skilled services performed by a business or professional firm) X X Department head evaluates services to determine impact to department's operating budget or CIP. Contact City's Risk Manager to determine potential liability exposure. Material Gifts (Objects of art, equipment, property, other tangibles) X X If item has a value of $5,000 or more, also provide ASD Director with documentation regarding value of gift for fixed assets accounting. Real Property (Privately owned land and/or land improvements) All gifts require approval from ASD Real Estate Division and should be referred there. Real Estate/ASD will submit a written recommendation to the City Council for acceptance or rejection of the gift. Date Donor Dept Description of Gift Use of Gift October 5, 2017 Verizon Community Services $5,000.00 To support Code:ART, 3 -day public art festival held in downtown Palo Alto in June, 2017. October 5, 2017 Houzz Community Services $20,000.00 To support Code:ART, 3 -day public art festival held in downtown Palo Alto in June, 2017. November 1, 2017 Pacific Library Partnership Library $5,000.00 Received a $5,000 innovation and technology opportunity grant for a one -day "The RE:Maker Faire" special event to promote living a sustainable lifestyle, featuring cutting -edge environmental technology, through presentations, workshops and interactive activities. November 1, 2017 Palantir Community Services $5,000.00 To support Code:ART, 3 -day public art festival held in downtown Palo Alto in June, 2017. January 2, 2018 Palo Alto Art Center Foundation Art Center $81,000.00 Annual contribution for staffing expenses for childrens programs February 2, 2018 Friends of the Palo Alto Children's Theatre Community Services $45,000.00 To support programs at the Palo Alto Children's Theatre June 28, 2018 Palo Alto Art Center Foundation Art Center $7,283.31 Various equipment for studio progams at the Art Center Dates Vary Friends of the Palo Alto Library Library $62,000.00 Support for youth and adult programs at all libraries (Friends paid performers and associated program supplies throughout the year); includes $2,000 for purchase, throughout the year, of refreshments at staff meetings and staff supplies, supplies for staff break rooms, and other small items of staff recognition; $1,500 for volunteer appreciation. Dates Vary Friends of the Palo Alto Library Police $78,000.00 Collection replacement. CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY CLERK October 15, 2018 The Honorable City Council Palo Alto, California Independent Police Auditor's Second Report for 2017 Attached you will find the Independent Police Auditor's Second Report for 2017. ATTACHMENTS: • Attachment A: Palo Alto IPA Second Report for 2017 (PDF) Department Head: Beth Minor, City Clerk Page 2 INDEPENDENT POLICE AUDITOR'S SECOND REPORT - 2017 Presented to the Honorable City Council City of Palo Alto September 2018 Prepared by: Michael Gennaco and Stephen Connolly Independent Police Auditors for the City of Palo Alto Michael.Gennaco(aoirgroup.com Stephen.Connolly@oirgroup.com 01 coo I. Introduction This report addresses materials received by the Independent Police Auditor ("IPA") for review from the second half of 2017. It covers investigations by the Palo Alto Police Depai rnent ("PAPD") that fall within the scope of our auditing responsibilities and that were completed by the end of the calendar year. There are four in all: two reviews of Taser deployments (both of which were deemed "in policy" by Department management) and two investigations into alleged officer misconduct (both of which resulted in findings that Department policy had been violated). As usual, we offer a factual overview of the incident itself', as well as an assessment of the Department's investigative process and case outcomes. Where relevant, we also include recommendations for the Department on a going -forward basis, based on specific issues arising from the cases themselves. Prior to preparing this report, we had the opportunity to meet in person with PAPD's new chief. He was just a few weeks into his new responsibilities at that point. Moreover, having come from a different agency in the area, he was understandably in the midst of a "learning curve" regarding the Department's practices and personnel. Nonetheless, we found his initial priorities to be worthwhile — including the emphasis on an effective, sound roll -out for the Department's body - worn camera program, which was due to launch in June of 2018. Having presided over the beginning stages of body -worn camera deployment in his former agency, the Chief seems to recognize the advantages and potential pitfalls of the technology. We look forward to tracking PAPD's progress in adapting to the cameras, and we will welcome the opportunity to utilize the ensuing recordings as a tool in our own monitoring of the Depaitment. II. Taser Cases Incident 1 Factual Overview: This case began as a call for service in a domestic violence incident. Officers responded to a large apartment complex just after midnight and found the reporting party/victim who had allegedly been punched and kicked by the partner. Based on the victim's statements and physical evidence of an assault, the officers went to contact and arrest the subject pursuant to state law mandates. The apartment in question was on the second floor, as accessed by a stairwell up to a narrow landing area. The officers put out radio traffic as to their whereabouts, made a simple plan amongst themselves for contacting the subject, and went upstairs. They found the door ajar, and knocked and shouted commands several times without being acknowledged; then after several seconds, the subject turned a corner inside the apartment and rushed toward them. The subject then threw an open plastic bottle at one of the officers, splashing the officer with a liquid that turned out to be soda. In response to this aggression, one of the officers activated his Taser. Apparently, only one of the two probes struck the subject, which meant that the five -second cycle did not incapacitate the subject. Instead, in close quarters and dealing with continued resistance from the subject, they both used baton strikes followed by a takedown to effectuate the arrest. The subject was treated by paramedics at the scene and then brought to the hospital, where the subject was cleared medically for booking. Outcome and Analysis: The Department followed its usual review protocol for a use of force involving a Taser: an assessment of recorded evidence, retrieval and evaluation of data from the Taser itself, and analysis of written reports from the involved officers.' The review package also included an interview of the battery victim: who not only provided details about the subject's mental state at the time of the incident but had also witnessed the encounter with the officers in the doorway from a vantage point on the street. Finally, the subject also provided a partial statement (before becoming angry with the interviewing supervisor) that corroborated the subject's own actions in the incident. The Department determined that the use of the Taser, and the other force used by the officers to overcome the subject's resistance, was justified and in policy. This was based primarily on the subject's level of physical aggression and refusal to comply with repeated commands. We concur with this finding — with one exception that we discuss below. The encounter itself was brief and marked by actions from the subject that were "erratic" and "very very physical," per the witness description as well as the officers' accounts. The use of the Taser was justified under Department policy as a reaction to the startling act of throwing the open soda bottle, as well as the subject's size and hostile attitude— including a "fighting stance" and continued movement in the officers' direction. The subsequent baton strikes (five by one officer, one by the other) were also seemingly done in a controlled, purposeful way in an attempt to end the struggle. (The need for the strikes was precipitated in part by the ineffectuality of the Taser.) 1 In keeping with our established protocol as the city's Independent Police Auditor, we received copies of this evidence for our own evaluation. While the "in -car" camera systems of the officers' respective vehicles only featured one usable — and partial — visual angle on the encounter, there was a considerable amount of useful audio that was also recorded. The officers' actions were competent and professional in many respects. Their demeanor was calm, even in the face of the subject's aggression and the precariousness of their position on the landing. One of them put out radio communications during the physical encounter itself; the information was clear and useful, and the delivery reflected an impressive poise that seemed to characterize their handling of the event. Once the individual was handcuffed, they moved appropriately into questions about the subject's well-being, and were not baited into a verbal conflict. While these elements were commendable, and while we agreed with the Department's ultimate conclusions about the incident, we did note a couple of points that merit further discussion. The first of these is the way in which background information about the subject — including the agitated and irrational state presented, the violent actions toward the domestic partner, and history of schizophrenia — seemed to have little influence on the officer's strategy for handling the call. Prompt engagement was obviously appropriate. However, as evident in the available recordings of the encounter, they were casual in their approach and initial communications at the door. They made no apparent effort to identify themselves, establish rapport or otherwise cultivate the subject's cooperation in surrendering peacefully. And once the physical struggle was (abruptly) underway, they gave loud, repeated, and unavailing commands for the subject to "Get on the ground!" — a standard, understandable reaction that was not necessarily well -suited to the subject's condition. Dealing with mentally ill persons in crisis conditions is one of the genuine challenges that law enforcement faces. We also recognize that force applications are dynamic and inherently stressful, and that the officers ultimately had a need to defend themselves and subdue the subject's active resistance. Additionally, we reiterate that the arrest and attendant force was lawful, and that there were praiseworthy aspects of the officers' engagement with the subject. But we do wonder whether a different mindset at the beginning would have been useful in de- escalating or otherwise altering the context of the encounter, and perhaps preventing the force from being necessary. The "holistic" approach to force review — which goes beyond policy considerations to look critically but constructively at all aspects of the incident — is one that we have long advocated. For an episode such as this one, an evaluation of interactions with subjects with a history of mental illness — with a focus on improving them through issue -spotting and training — falls into the category of useful collateral review. Indeed, this case seemed like a particularly good opportunity to explore how and whether specially tailored communications might have had a positive influence on the outcome here. Recommendation: The Department should incorporate formal and specific consideration of its protocols for dealing with subjects in possible mental health crises into its evaluation of relevant incidents. Our second point relates to the portion of the Department's Taser (or "Conducted Energy Weapon") policy that encourages "Verbal and Visual Warnings" prior to the weapon's activation. The guidance has two stated purposes: to take advantage of a potential deterrent effect by giving the subject a chance to comply and make others — particularly nearby officers aware of the possible imminent use. Importantly, the policy also has overt exceptions for situations when such warnings would "endanger the safety of officers" or when they are "not practicable due to the circumstances." In this case, the officer who activated his weapon did yell "Taser!" repeatedly. As the supervisor's evaluation stated, and as confirmed by the recorded evidence, this occurred "contemporaneously" with the activation. If anything, this may have been useful for his partner, who was in close proximity, and it was clearly better than nothing as a verbalization. However, it also seemed too abrupt and close in time to the activation to meet the "deterrence" objective of the policy. This is not a problem in our view. On the contrary, the circumstances of the encounter seemed like a clear example of a standard, pre-emptive warning being "not practicable." What struck us as interesting, though, is the seeming reluctance of the officer and the supervisor to simply acknowledge that the exception to the warning requirement applied here. Instead, in the officer's report he characterizes his actions as "an attempt to give [the subject and the other officer] warning that I was going to deploy my conducted energy weapon." And the supervisor's review lists the repeated shouts of "Taser!" as a bullet point (without explanation or qualification) to support the use of force as "justified and reasonable" in light of Department policy. Based on the recorded evidence, we find this characterization inaccurate. Again: we do not take issue with the use of the Taser here. Nor do we believe the lack of a conventional "verbal and visual" warning — one that might have afforded a chance to comply rather than occurring "contemporaneously," was inappropriate to the circumstances of this case. Instead, our concern is that the effort to bring the officer's actual performance into compliance with the letter of the main policy — as opposed to the applicable exception — seems objectively mistaken. The motivation for stretching the interpretation in this fashion is unclear, particularly in light of the legitimate excuse that the officer plainly had. In short, it was not needed to "protect" the officer from a policy violation, and therefore raises questions and concerns about how a more ambiguous set of facts might be characterized. Accuracy and rigorous analysis are obviously key components to a meaningful force review process. While the discrepancy in this case was peripheral to the larger findings, it affords us the chance to encourage PAPD to scrutinize their rare Taser deployments with particular care. Recommendation: The Department should ensure that required policy elements are addressed thoroughly and objectively in the reporting and review process for force incidents involving the Taser. Incident 2 Factual Overview On the date of the incident, PAPD received a call that a person matching a description of a bank robbery suspect was sighted in downtown Palo Alto. The bank robbery had occurred the day before and PAPD had placed a photograph in the local media. Officers responded and eventually observed an individual with three other men walking down a sidewalk. An officer approached the group and told the person that he matched the description of the suspect. After initially answering some preliminary questions, the man ran away from the two officers who first encountered him. The officers gave chase,2 and after several steps the man lost his footing and fell. Officers caught up to the man as he was regaining his footing. Officers attempted to use control holds to detain the man and ordered him to get on the ground and stop resisting, but he was actively pushing them away and attempting to flee. A third officer joined the effort. Eventually, the man was forced to the ground. A supervisor arrived to assist. As the man attempted to rise from his kneeling position with three officers on his back, one of the officers gave a verbal warning that he was going to use the Taser and then deployed the Taser in the man's lower back from a short distance. The Taser had little effect. As the man continued to struggle, the officer decided to use the Taser in drive stun mode3 further up the man's back in an effort to expand the device's "contact spread" and thereby achieve muscular incapacitation. The second application appeared to have more effect, and one of the officers was able to handcuff the man without further incident. Paramedics were called to the scene, where the Taser probes were medically removed from his back. The man was cleared for booking at a local hospital. Outcome and Analysis: Pursuant to its use of force protocol, this incident was reviewed by PAPD. The Department found all the force, including the use of the Taser, to have been in policy. PAPD noted that the man was actively resisting arrest for over a minute, and the officer had provided a verbal Taser warning prior to use. The control holds and use of body weight by other officers to bring the 2 To his credit, the initiating officer broadcast that he was in foot pursuit and asked for backup as he began to run after the man. 3 "Drive stun" mode involves a direct application of the Taser itself to skin. If the initial darts emanating from the Taser strike the body too closely together, the small spread between contacts can diminish the effect on muscle control. In response, officers are advised to use the Taser in dry stun mode farther away on the body — while maintaining the initial contact points — to increase the strength of the circuit. man under control was also found to be within policy. Based on our review of the incident, which included access to police reports, interviews, and body camera footage, we concur with PAPD's finding. During its review, PAPD learned that the two Taser activations were for very brief periods of time. In fact, the man who was Tased advised that it had no effect on him.4 The officer who deployed the Taser indicated that he was not able to maintain good contact with the Taser in dry stun mode and that he was concerned that his partners would be inadvertently and adversely impacted by the Taser. This accounts for the relatively minimal use of the weapon. To its credit, PAPD also examined collateral issues surrounding the use of force incident. Regarding the officer who used the Taser, his warning was "I'm going to fucking tase you dude, right now, I'm going to fucking tase you". After applying the Taser, and while the man continued to resist, the officer said: "put your fucking hands behind your back, stop fighting." PAPD recognized that while the officer's use of profanity under this circumstance was technically a violation of policy, it could be considered an understandable verbal tactic to gain the man's attention and compliance in a rapidly evolving confrontation. Based on this mitigating factor, the officer received minimal remediation. After the man was handcuffed, the on -scene supervisor told him to: "shut your fucking mouth". PAPD concluded that while the man was being loud and drawing attention to the scene, there was no tactical advantage for the supervisor to use profanity in directing the man to be quiet. PAPD found that the supervisor's use of profanity was not representative of the professional standard of conduct expected of Department members. PAPD also found that the sergeant had failed to test his mobile activated video system prior to going into service and that there was no video from his patrol car of the incident. Based on the use of profanity and failure to activate violations, the supervisor received more significant remediation measures. The two conduct reviews — and their distinctive outcomes — illustrate the approach to profanity issues that many agencies take. They do so by exemplifying the difference between "tactical" or "strategic" use of language to achieve an effect (which is more accepted) and that which arises from simple frustration or loss of temper (which is less accepted). In the past, we have noted this explanation and expressed our concerns that the exception for calculated profanity could swallow the rule of prohibition established by the relevant policy. Accordingly, we are gratified to see the Department engaging in the analysis here and reaching appropriate conclusions. 4 Conscientiously, PAPD had an uninvolved supervisor interview the man about the force used on him. We commend PAPD for addressing each of these issues and developing a remediation for the two involved personnel. Instead of waiting for a complaint to be received, the Department proactively identified sub -par conduct and addressed it. The sergeant's comment is more concerning, given that he is a supervisor and expected to be a role model to other on -scene officers; in this incident he fell far short of his expected role. PAPD further noted that a different on -scene supervisor had been responsible for attempting to obtain a medical release authorization from the man but had failed to do so. The supervisor responsible for completing the use of force reviews remediated the failure by bringing the policy requirement to the supervisor's attention and directing him to obtain medical release authorization in future Taser deployments as part of his supervisory duties. Again, PAPD appropriately expanded its review to the investigation itself to ensure that gaps in protocols were addressed, with the goal of improving its future response. In addition to the issues addressed by PAPD, our review identified the following: No Contemporaneous Interview of Potential Eyewitnesses to the Use of Force As noted above, three individuals were with the man who was initially arrested. While they were questioned about the man and their knowledge of his involvement in the bank robbery, and while the car in which they came to Palo Alto was searched, they were all eventually released without being asked about their observations of the force that they presumably witnessed. When PAPD attempted to recontact them about the force, all three failed to return calls. In retrospect, it would have been prudent to interview the three individuals about the force as part of the initial encounter and questioning. This is especially true in light of their seeming disinclination to provide additional cooperation, in light of their relationship with the arrested individual. Recommendation: When dealing with percipient witnesses to force, the Department should incorporate questions about the force into any related encounter they may have with them for other reasons. Failure to Obtain Name of Witness During Canvass After the man was secured, PAPD officers began identifying witnesses to the incident. According to the reports, one of the involved officers identified a witness and obtained her place of employment but did not include her name in the report. An effective witness canvass includes such information in preliminary reports to facilitate any subsequent contact. s To PAPD's credit, the Taser review was assigned to a second level supervisor since a supervisor used force during the incident; this avoided the challenges to objectivity and thoroughness that can attach from having direct peers review each other's performance. Recommendation: PAPD personnel should be briefed on the importance of obtaining complete witness identification during an initial witness canvass. Reliance on Telephone Interviews Several uninvolved eyewitnesses were interviewed about the force incident, but the interviews were conducted telephonically. Especially because of the dynamics and positioning involved in force incidents, in -person interviews are the preferred mode of obtaining information about them. Moreover, in the near future all PAPD officers will be outfitted with body -worn cameras so that a video account of the incident can be easily obtained.6 In this case, the witnesses who were called were only a couple of blocks from the police station when they were interviewed telephonically. It would have been preferable for these interviews to occur in person. Recommendation: PAPD should inform its supervisors that they should conduct person video- taped interviews. In cases where such interviews are not feasible, the report should articulate the extenuating circumstances. III. Misconduct Investigations Case 1 Factual Overview: This case related to an off -duty incident that resulted in criminal charges against a Department officer. He was involved in a traffic collision with a parked car as he drove near his own home near noon on a weekday. Though the collision slightly damaged the other car as well as his own, the off -duty officer made no attempt to acknowledge the accident by leaving a note or otherwise contacting the owner — who turned out to be a neighbor. The latter man noticed the damage to his car a few hours later. Though he identified some relevant damage to the officer's personal vehicle as well, he still was not certain about what had occurred. This was compounded when he went in person to contact the officer at his home, only to have the officer deny knowledge of the collision. The victim of the accident eventually contacted the local police department (not Palo Alto), and officers responded. As part of their investigation, they contacted the subject in this case. He reiterated his lack of knowledge about the collision, and in fact described having heard a noise in the early morning that was consistent with his car being side -swiped. A third neighbor proved to be a significant witness in the case. Without seeing the actual collision, he had observed erratic driving by the subject prior to the accident. Then he heard the 6 In fact, the PAPD investigator admitted that due to his mistake, one of the telephone interviews was not recorded. collision from inside his house and went to a window to observe the aftermath. Finally, he saw the officer emerge from his personal vehicle, inspect the damage, and proceed to his own house in an unsteady fashion. This information caused the investigating agency to re -contact the officer — whose clothes and physical features matched the description that the witness had provided. Nonetheless, he continued to deny having hit the car, and said he could not even remember having driven his own vehicle that day. Later that same day, he maintained this version through a third encounter with the policemen from the handling agency, who returned to the officer's home at his request, spoke with him for some fifteen minutes, and finally left without having gleaned any additional or useful information. In spite of these denials, the physical evidence and testimony from the witness strongly suggested the officer's culpability. Other factors, however, combined to lessen his exposure to prosecution. The first of these was the victim neighbor's reluctance to press charges against someone who lived next door; he instead simply sought to be reimbursed for the costs of repairing his vehicle. Furthermore, while there was evidence that suggested that intoxication may have been a factor in both the accident and the subsequent behavior, the gap in time between the collision and the first police contact with the officer precluded an effective investigation into that issue. Accordingly, the criminal case amounted only to a misdemeanor "hit and run" charge and did not involve an arrest. Meanwhile, the Department had been tracking the case closely for purposes of administrative accountability. Supervisors were in prompt and detailed contact with the handling agency regarding its investigation, and two members of the PAPD command staff also went to the scene and interviewed the victim and witness for themselves in the days after the event. On the day after the incident, the officer was placed on "administrative leave" by the Department pending the outcome of the criminal case. This meant he was barred from performing his duties but continued to receive his salary. In our experience, this is a rare step in Palo Alto, but it is a widely -accepted and utilized approach in law enforcement to address serious but unresolved issues of misconduct. It balances the officer's rights against the need to protect the Depattiuent and public in light of the problematic behavior being investigated. The criminal allegation against the officer was ultimately settled through a negotiated plea deal. He pled guilty to an "infraction" (similar in scale to a traffic ticket) in connection with the accident, and the more serious charge was dismissed. He returned to full duty some five months after the incident. Once the criminal case had reached the stage where its ultimate outcome was largely known, the Department moved forward with the administrative accountability issues. This included the incident itself, as well as concerns about compliance with a policy that requires PAPD employees to "promptly and fully" report activities that may result in criminal prosecution. Although the officer had contacted a supervisor on the day of the collision, his version of events tracked the initial narrative that he had not been responsible for the accident. The centerpiece of the Department's remaining investigation was the interview with the officer. As with any internal investigation into misconduct, the officer was ordered to answer all questions fully and truthfully and with the recognition that the contents could not be used against him in the criminal case. Here, the questioning produced an acknowledgment of responsibility as well other as other information that put the behavior into a larger context of personal issues. The Department received assurance that these issues were being addressed, and that they would not pose a recurring problem in the officer's personal or professional life. Outcome and Analysis: The Department found that the officer had violated policy by leaving the scene of the traffic accident without attempting to contact his neighbor or otherwise take responsibility. An additional and related policy violation — concerning "unbecoming" conduct that reflected poorly on the Department — was also sustained. Finally, the Department found that his inaccurate and incomplete notification to a supervisor in the aftermath of the incident was also a violation. We concur with these findings. In doing so, we recognize that the scope of the actual misconduct was quite possibly greater and may well have included drunk driving and knowingly making false statements to the handling law enforcement agency. But the time gap between the accident and the discovery/response, as well as the victim neighbor's preference for a non- criminal resolution, worked in the officer's favor. Moreover, with regard to culpability for his subsequent interactions with police (as well as his initial denials to his neighbor), the impairment that he later acknowledged makes it difficult to assess blameworthiness. In short, though the conduct is not acceptable, the "intent" analysis is understandably complicated — and potentially mitigated — by the employee's impaired condition. The issues in this case stem from off -duty behavior that was both uncharacteristic for the employee's history and attributable to larger wellness concerns. Accordingly, for the agency to address remediation in this case through the lens of the officer's longer -term well-being is a valid and worthwhile approach. As long as the accountability component is also emphasized', and the Department is working to ensure the continued suitability of the officer to perform his duties, then the goals of the discipline process are being met. We were impressed with the rigor of the Department's initial response. It took the time to investigate independent of the criminal review undertaken by the other agency, including 7 It is our understanding from Department executives that there was a significant disciplinary consequence. separate interviews of involved civilian witnesses. And it coordinated well with the other department, which was collegial about sharing the results of its own work and the evidence it had accumulated (including body -camera footage of its encounters with the subject officer at his home). We also noted the Department's willingness to explore questions about the actions of the supervisor who received the first notification from the officer on the night of the incident. That supervisor did not notify the chain of command per Department policy, and instead contacted a fellow sergeant who was both a personal friend of the subject officer — and a board member in the officers' labor association. The supervisor was interviewed formally and provided a persuasive explanation for these decisions. The failure to notify a higher-ranking member of the Department had resulted from an understanding that the arresting agency had already contacted the PAPD Watch Commander — which was true. As for the outreach to a peer, this was based on a concern for the officer and a recognition that a friend's support might be welcome and needed; it was not intended to "involve the association" prematurely or as an obstacle to effective Department review. While the outreach to a higher-ranking officer was still technically required, and while the supervisor received counseling to that effect, the Department determined that formal discipline was not warranted. We concur and note favorably that the "issue -spotting" in the case was thorough and effective. We were slightly less impressed with the subject interview, which covered important ground but which in our view provided an overly generous forum for the officer to explain his circumstances. This included leading questions from both the Department's interviewers and the officer's attorney. Less robust was the inquiry into any concrete steps that had been taken regarding personal responsibility and outreach — either to the victim neighbor or to the police officers whom he repeatedly and adamantly misled on the day of the incident. Our understanding is that the nature of the criminal proceedings — and the court's preferences regarding communication between the parties — may have impeded potential outreach as it pertained to the victim. However, some type of communication with the other law enforcement agency may have been a constructive gesture and a useful component to the administrative remediation in this case. Case 2 Factual Overview PAPD received a complaint in which an Explorer Advisor from another police agency alleged that a PAPD supervisor made an unwanted advance and attempted to kiss her while both were working at an off -site law enforcement leadership school.$ In addition, the complainant alleged that on multiple occasions while stationed at the camp, the supervisor consumed alcohol. Outcome and Analysis Based on the resulting investigation, including the interview with the supervisor about interactions with the complainant, the case was sustained as to that aspect of the allegations, and the supervisor received remediation. The supervisor is no longer an Explorer Advisor. Regarding the alcohol consumption allegation, the supervisor acknowledged that he and other Advisors regularly consumed alcohol after the students had turned in for the evening. The investigation further revealed that neither PAPD nor the camp had clear policies on whether alcohol could be consumed when its personnel were working as Explorer Advisors at the camp. The practice seemed to be that so long as one adult Advisor did not consume alcohol, other Advisors could do so after the end of the camp day. Due to this lack of clear guidance in policy, the alcohol consumption allegation against the PAPD supervisor was not sustained. After discovering this gap in policy, PAPD began working to revise its Explorer Manual. As part of this revision, the policy will make clear that PAPD personnel are not to consume alcohol when working as Explorer Advisors, including when they are working at the law enforcement leadership school. While the policy has yet to be finalized, PAPD has agreed to provide the Independent Police Auditor a copy for review upon its completion. An additional aspect of the leadership school was raised during the investigative interviews of the subject supervisor and other PAPD attendees. According to this narrative, certain PAPD personnel were selected to attend the school because of their military experience or their penchant for creating a high stress environment for the students. According to one person interviewed, a certain officer was recruited to participate because he was effective at "yelling" at the students. In determining which South Bay Academy to send its recruit officers, PAPD's preference has been to not use ones known for a "boot camp" model of indoctrination, but instead creates an environment that is more conducive to learning. If, in fact, PAPD Explorers are being exposed to a leadership environment that is facilitated by PAPD personnel and relies on a more confrontational approach, there would seem to be a disconnect between the Department's Explorer experience at the leadership school and the Department's overall learning philosophy. Further examination is in order. 8 The Explorer program and the affiliated leadership school provide an opportunity for high school age students to learn about policing and gain a leg up on future employment opportunities. During this leadership camp, one PAPD Explorer was in attendance, yet he had no knowledge of the allegations at issue. Recommendation: PAPD should review the statements of its officers interviewed in this investigation to determine how effectively the leadership school advances the educational tenets of the Department and take appropriate remedial action, if warranted. CITY OF PALO ALTO City of Palo Alto (ID # 9698) City Council Staff Report Report Type: Informational Report Meeting Date: 10/15/2018 Summary Title: Fire Prevention Week 2018 Title: Proclamation Honoring Fire Prevention Week, October 7-13, 2018 From: City Manager Lead Department: City Clerk Attachments: • Attachment A: Proclamation Honoring Fire Prevention Week 2018 City of Palo Alto Page 1 Fire Prevention Week October 7-13, 2018 STh WHEREAS, the City of Palo Alto is committed to ensuring the safety and security of all those living in and visiting the community; and WHEREAS, U.S. home fires resulted in 3,390 civilian deaths in 2016, representing the majority (78 percent) of all U.S. fire deaths; and WHEREAS, newer homes are built with lightweight materials that burn faster than older home constructions, and many of today's products and furnishings produce toxic gases and smoke when burned, making it impossible to see and breathe within moments; and WHEREAS, these conditions contribute to a much smaller window of time for people to escape a home fire safely, with people having as little as one to two minutes to escape from the time the smoke alarm sounds; and WHEREAS, a home fire escape plan, which should be developed by all members of the household, includes two exits from every room in the home; a path to the outside from each exit; smoke alarms in all required locations; and a meeting place outside where everyone in the home will meet upon exiting; and WHEREAS, the City of Palo Alto Fire Department first responders are dedicated to reducing the occurrence of home fires and home fire injuries through prevention and protection education; and WHEREAS, the City of Palo Alto residents are encouraged to participate in public education measures so they are able to take personal steps to increase their safety from fire, especially in their homes; and WHEREAS, the 2018 Fire Prevention Week theme, "Look. Listen. Learn. Be aware. Fire can happen anywhere" effectively serves to educate the public about three basic but essential steps to take to reduce the likelihood of having a fire and how to escape safely in the event of one. NOW, THEREFORE, I, Liz Kniss, Mayor of the City of Palo Alto, on behalf of the City Council, do hereby proclaim October 7-13, 2018 as Fire Prevention Week throughout this community; and urge all the people of Palo Alto to develop a home fire escape plan with all members of the household and practice it twice a year, and to participate in the many public safety activities and efforts of the City of Palo Alto Fire and Emergency Services during Fire Prevention Week 2018. Presented: October 15, 2018 Liz Kniss Mayor