Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2023-10-02 City Council Agenda Packet
CITY OF PALO ALTO CITY COUNCIL Regular Meeting Monday, October 02, 2023 Council Chambers & Hybrid 5:30 PM Amended Agenda Amended agenda items appear below in RED Palo Alto City Council meetings will be held as "hybrid" meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833 PUBLIC COMMENTS Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff's presentation. Written public comments can be submitted in advance to city.council@CityofPaloAlto.org and will be provided to the Council and available for inspection on the City's website. Please clearly indicate which agenda item you are referencing in your subject line. PowerPoints, videos, or other media to be presented during public comment are accepted only by email to city.clerk@CityofPaloAlto.org at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB's or other physical electronic storage devices are not accepted. TIME ESTIMATES 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. 1 Regular Meeting October 02, 2023 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. 2 Regular Meeting October 02, 2023 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. 3 Regular Meeting October 02, 2023 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. 4 Regular Meeting October 02, 2023 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. o o o o 5 Regular Meeting October 02, 2023 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. Item 1 Item 1 Staff Report CITY OF PALO ALTO City Council Staff Report Report Type: SPECIAL ORDERS OF THE DAY Lead Department: Fire Meeting Date: October 2, 2023 Report #:2309-2016 TITLE Proclamation Recognizing National Fire Prevention Week - October 8-14 2023 ATTACHMENTS Attachment A: Fire Prevention Week 2023 Proclamation APPROVED BY: Geoffrey Blackshire Item 1: Staff Report Pg. 1 Packet Pg. 6 of 638 Fire Prevention Week 2023 Item 1 Attachment A - Fire Prevention Week 2023 Proclamation WHEREAS, the City of Palo Alto is committed to ensuring the safety and security of all those living in, working in, and visiting the community; and WHEREAS, cooking is the leading cause of home fires, with nearly half of all home fires involving cooking equipment; cooking is also the leading cause of home fire injuries; unattended cooking is the leading cause of home cooking fires and half of the related deaths; and WHEREAS, all household members should develop and practice a home fire escape plan that 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 education; and WHEREAS, the 2023 Fire Prevention Week theme, "Cooking safety starts with YOU! Pay attention to fire prevention" effectively serves to educate the public about simple but necessary steps they can take to help reduce the risk of fire when cooking at home, keeping themselves and those around them safe. NOW, THEREFORE, I, Lydia Kou, Mayor of the City of Palo Alto, on behalf of the entire City Council, do hereby proclaim October 8-14, 2023, as Fire Prevention Week throughout this community and urge all the people of Palo Alto to participate in the many public safety activities and efforts of the City of Palo Alto Fire and Emergency Services during Fire Prevention Week 2023. PRESENTED: October 2, 2023 Lydia Kou Mayor Item 1: Staff Report Pg. 2 Packet Pg. 7 of 638 Item 2 Item 2 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: STUDY SESSION Lead Department: Planning and Development Services Meeting Date: October 2, 2023 Report #:2308-1964 TITLE Request for Pre -Screening of Application to Amend the Development Agreement and South of Forest Area Phase 1 Coordinated Area Plan for 260 Homer Avenue that Currently Restricts the Amount of Space that One or More Commercial Office Tenants can Occupy at the Property. Zoning District: AMF (MUO). CEQA Status: Not a Project. RECOMMENDATION Staff recommends that Council conduct a pre-screening and provide informal comments regarding the applicant's request to amend the South of Forest Area Phase 1 Coordinated Area Plan (SOFA 1) and Development Agreement at 260 Homer Avenue. Comments provided during the prescreening process are not binding on the City or the applicant. EXECUTIVE SUMMARY This pre-screening is a request by the applicant to remove the 10,000 square foot (sf) office tenant occupancy limitation established by the SOFA 1 development agreement between the City of Palo Alto and Palo Alto Medical Foundation and the limitation within the South of Forest Area Phase One (SOFA 1) Plan. The applicant has an existing tenant that wishes to grow in place in Palo Alto but is limited by these provisions; absent searching for another space to occupy. There are no other physical changes proposed to the site, and the agreement would remain unchanged outside of how much space a single occupant could occupy in the AMF (MUO) district. BACKGROUND In 1991, the City of Palo Alto (City) and the Palo Alto Medical Foundation (PAMF) entered into a Development Agreement (Palo Alto Ord. 4050) with respect to certain PAMF property in Downtown Palo Alto, upon which PAMF intended to develop an expanded medical clinic and medical research facility. That agreement was amended twice, in 1996 and then in 2000, when the PAMF developed its current facility at Urban Lane (Palo Alto Ord. 4332 and 4627, respectively). As a result of PAMF leaving the Downtown Area in the late 1990s, the City engaged with the PAMF, residents, and businesses to develop the South of Forest Area Phase 1 (SOFA I) and Phase 2 (SOFA II) Coordinated Area Plans to guide development within the area. This resulted in the creation of Heritage Park, retention of historic buildings (such as the French Laundry and Item 2: Staff Report Pg. 1 Packet Pg. 8 of 638 Item 2 Item 2 Staff Report Roth buildings), construction of the Oak Court Apartments, as well as other housing projects and public benefits. The project site is located within the boundaries of the SOFA I Coordinated Area Plan and is the only site designated as "Attached Multi -Family (AMF) with a Mixed -Use Overlay (MUO)." In addition to the allowable uses of the AMF district, the MUO applies the following additional restriction: 1. Medical, Professional, and General Business Offices, provided that: a. No single user may occupy more than 10,000 useable square feet of office area. As a part of the amended development agreement in 2000, the permitted uses for the project refer directly to the uses in the AMF (MUO) zone district. Although the MUO specifies a 10,000 sf maximum for a single tenant, the development agreement also includes a limitation. The provision states, "There shall be no single tenant that occupies more than one-third of the net useable office space" and places a limit of 96 workstations for the non-residential square footage. In 2007, the applicant filed an application to remove these provisions from the development agreement and MUO regulations in the SOFA I document. The applicant sought additional flexibility when selecting tenants that want to expand in place or have a larger footprint than could be accommodated within 10,000 sf. At the time, the applicant had offered to remove Medical Office as a permitted use in the MUO regulations, due to concerns that medical offices would create higher volumes of in -and -out traffic as compared to other office uses. Ultimately the applicant withdrew that application. Staff notes the administrative record did not include strong opposition from City staff or the Planning and Transportation Commission (PTC) to the changes proposed at that time. ANALYSIS Researching the discussions and decision -making behind the adopted policies and development standards for SOFA I is challenging. Many of those discussions took place in the working group forum over two decades ago and were not formally recorded. In the meeting minutes of the February 9, 2000 PTC meeting, Commissioners commented on the neighborhood's desires to limit commercial uses, keep these uses in scale with the neighborhood, and keep the "homey" street frontage. Commissioners that attended the September 26, 2007 PTC meeting recollected that these were concerns from residents at the time for this site. Staff reviewed Commission meeting minutes in 2000 and 2001, and discussions regarding the mixed -use concepts in SOFA 1, along with general support of the development that was then constructed at the project site. The SOFA 1 plan notes that Mixed Use Districts were established to allow additional office development beyond the .4:1 Floor Area Ratio (FAR) and 5,000 sf office limit set forth in the CD -S zoning district, in exchange for additional housing — this is noted in the SOFA 1 plan. The CD -S and CD -N districts at the time (and to this day) limited new office uses to 5,000 sf and prohibited the conversion of other uses to office use once the office square footage, or 'any combination of such uses on a site' has reached 5,000 sf. The rationale for increasing the limitation from 5,000 sf to 10,000 sf was to "encourage housing and employment near downtown Item 2: Staff Report Pg. 2 , Packet Pg. 9 of 638 Item 2 Item 2 Staff Report transit and services." Staff could not locate any minutes that explored a potential higher limit than 10,000 sf for the SOFA 1 plan area. Such limitations on office sf are typically established to control the scale of office use near smaller buildings having non -office uses. At the time Council adopted the SOFA 1 plan, there had been a 'dot-com boom' of office space increases in Palo Alto that some have argued was detrimental to smaller retail businesses; this led to the placement of zoning restrictions on the size of office spaces on commercially zoned property in Palo Alto in 2001. As noted earlier in the staff report, this property is currently the only AMF site with a MUO combining district located in SOFA I. There would be no physical changes made to the exterior of the structure to accommodate the applicant's requested modifications to the development agreement and SOFA Phase I document. However, a larger tenant could have an outsized presence and may affect the perceived scale of the neighborhood. Throughout the SOFA I and II documents, the City highlighted the importance of future development having a residential scale. POLICY IMPLICATIONS Pre -screenings are intended to solicit early feedback on proposed projects and, like all study sessions cannot result in any formal action. Therefore, informal comments from Councilmembers would not impart policy. Council's feedback on key requests such as eliminating the tenant square footage limitation and appropriateness of larger tenants in the area will help to inform whether there is interest in pursuing this modification to the development agreement between the City and PAMF and development standards in the SOFA I document. A modification to the SOFA development standards, if approved, may have policy implications that would encourage similar requests. FISCAL/RESOURCE IMPACT There is no significant fiscal or resource impact associated with the recommendation in this report. TIMELINE Following the prescreening review, the applicant will consider Council's comments and determine how they want to proceed. Any formal application to modify the SOFA I document would be subject to the PTC and Council's purview. STAKEHOLDER ENGAGEMENT The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Daily Post on September 22, 2023, which is 10 days in advance of the meeting. Postcard mailing occurred on September 18, 2022, which is 14 days in advance of the meeting. No public comments have been received since the filing of this application. Item 2: Staff Report Pg. 3 , Packet Pg. 10 of 638 Item 2 Item 2 Staff Report ENVIRONMENTAL REVIEW The prescreening is a preliminary review process in which Councilmembers may provide comments, but no formal action will be taken. Therefore, no review under the California Environmental Quality Action (CEQA) is required at this time. A full review in accordance with CEQA would be initiated with the formal filing of a development application. ATTACHMENTS Attachment A — Location Map Attachment B — Applicant's Project Description Attachment C — Applicant's Office Market Analysis Attachment D - SOFA I Plan Boundary Attachment E — Project Plans APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 2: Staff Report Pg. 4 Packet Pg. 11 of 638 Hall S. PAPD Whole Foods Market Whole Foods Parkjtg Legend = Current Features aesarnr Abdwrt4 earl Oa. .u- s ,.f4nmer+rn cmm, Attachment A - Location Map Item 2: Staff Report Pg. 5 Rem 2 Attachment A - Location Map Heritage Park Packet Pg. 12 of 638 This map is a product of the City of Palo Alto GIS ni.�m a+�um+scaaro��m Item 2 Attachment B - Applicant's Project Description Subject Property: 260 Homer Avenue (Office Portion Only) APNs: 120-28-115; 120-28-116; 120-28-117; 120-28-118; 120-28-121 Property Description: 260 Homer is a mixed -use office and residential condominium project consisting of five office condominiums and two residential condominiums. Tall Tree Partners I LLC owns all five office condominiums. The two residential condominiums are owned by separate individuals. Application Request: Amendment to the development agreement, specifically office occupancy restrictions that limit tenant occupancy to less than one-third of the building. Statement of Facts — 1. Tall Tree Partners I LLC ("Owner"; "Ownership") developed the three story mixed -use condominium project located at 260 Homer Avenue between 2007-2009. The project consists of five office condominiums and two residential condominiums. 2. The development of the property was subject to the Development Agreement between the City of Palo Alto, and Palo Alto Medical Foundation for Health Care, Research and Education, dated 4/10/2000 and attached hereto as Exhibit A. 3. More particularly, the development of the property was subject to Exhibit D-1 of the Development Agreement (Pg. 75 of Development Agreement), which provides various development conditions and occupancy restrictions related specifically to this site. 4. Exhibit D-1 contains Subsection E., which states "There shall be no single tenant that occupies more than one-third of the net usable office space (i.e. exclusive of common areas and mechanical equipment areas)". Item 2: Staff Report Pg. 6 Packet Pg. 13 of 638 Item 2 Attachment B - Applicant's Project Description 5. The Property includes an approximately 10,000 square foot suite (-31% of square footage) which remained vacant from February of 2022 until July of 2023. 6. An existing international accounting firm that currently leases approximately —28% of the Property expressed interest in leasing the vacant suite from Ownership, but due to the occupancy restriction, Ownership could not accommodate the tenant. 7. Additional tenants, including our new tenant, have inquired as to the optionality for future expansions within the Property. The occupancy restrictions hinder interest from tenants that desire the flexibility to grow within the Property if their space needs change. 8. Despite a challenging office leasing environment brought on by COVID-19 , Ownership is unable to facilitate any potential future expansion interest due to the stipulations contained in Exhibit D-1, Subsection E. of the Development Agreement. 9. Ownership communicated with Amy French and Jodie Gerhardt from the Palo Alto Planning Commission in late 2022 to understand the process and requirements for an application request seeking either an amendment to the Development Agreement or a conditional use permit. Owner's Statement — Ownership's advocacy for removal of the occupancy restriction in Exhibit D-1, Subsection E. of the Development Agreement is highlighted below: 1. According to Newmark Knight Frank, as of Q4 2022, Palo Alto has a total office availability rate of almost 21%, and a direct vacancy rate of 17%. With just over 2 million Item 2: Staff Report Pg. 7 Packet Pg. 14 of 638 Item 2 Attachment B - Applicant's Project Description square feet of direct and sublease office vacancy, it is a challenging leasing environment for office landlords. The increase in vacancy and office utilization has harmful second order effects for local economies. According to a local paper's article published 11/8/2022, "Most council members acknowledged the need to readjust expectations to account for the dwindling number of commuters coming into town. Council member Alison Cormack called the change in employees the biggest challenge we have". We agree with this assertion. Using a conservative estimate of 150 square feet per person, current office vacancy levels equate to enough office space for nearly 14,000 employees. As a point of reference, the office availability rate in Q3 2019 was half of what it is today, at 11%. Additionally, overall office utilization rate remains —60-70% down from 2019 levels. The result is local retail and services businesses supported by office workers losing significant foot traffic and sales revenue and the City of Palo Alto losing significant retail sales tax. 2. While the macro forces that caused this disruption in the office and retail sectors among others cannot be solved directly by the City of Palo Alto, there are actions the City can take to help ameliorate the negative effects to the local economy, and local landlords, without compromising its own goals. Ownership had immediate leasing interest for an approximately 10,000 SF space from a highly reputable international accounting and financial services firm, which would supply increased foot traffic, local services, and retail demand, but the Development Agreement precluded this lease, and its associated positive externalities from materializing. This resulted in an approximate 14 month period of additional downtime, in which Ownership, and the local economy suffered as a Item 2: Staff Report Pg. 8 Packet Pg. 15 of 638 Item 2 Attachment B - Applicant's Project Description result. The occupancy restriction's long term effect of decreasing the leaseability increases the likelihood of experiencing extended periods of vacancy, which has harmful economic impacts to the local economy and local landlords. 3. Increased flexibility through an amendment of the Development Agreement would include several benefits: a. Local retailers and service providers would benefit from increased foot traffic and demand for their products and services. b. The City of Palo Alto would benefit from higher sales tax, driven by the increased office worker/commuter presence. Owner's Requested Planning Department Action — The Owner requests that the Planning Department remove the occupancy restriction in question. Item 2: Staff Report Pg. 9 Packet Pg. 16 of 638 Mar RESEARCH 4Q 2022 South Peninsula Office Market Leasing Activity Slows to Close out the Year The South Peninsula office market took a dramatic turn in the fourth quarter of 2022 against the strong overall leasing activity experienced in the first three quarters of the year. The previous quarter posted 119 transactions and approximately 110 transactions just a year ago; this quarter, only 49 total (ease transactions, the lowest transaction volume since the fourth quarter of 2020 during the height of the pandemic. Gross absorption totaled approximately 245,000 square feet, representing a 60.0% drop when compared to the average of the previous seven quarters. In each of the previous two quarters, the South Peninsula posted over 800,000 square feet of gross absorption. Net absorption continued to dip for the third quarter in a row, totaling negative 501,373 square feet. The South Peninsula market totals approximately 39.0 million square feet of office space, with an availability of approximately 6.6 million square feet, representing an overall availability percentage of over 17.0%. This number increased every quarter of 2022 and is up from 13.0% in the first quarter of 2022. Another approximately 670,000 square feet of available square footage was added to the South Peninsula market this quarter. 89.0% of the 670,000 square feet of available space added is categorized as sublease. Item 2 Attachment C - Applicant Office Market Analysis // \v;- Current Conditions — Leasing activity in the fourth quarter of 2022 dropped significantly over the previous quarter. Demand for office space has remained tepid as technology companies battle decreased revenues and valuations. — Both vacancy rates and availability rates jump for the fourth straight quarter. — Sublease availability accounts for 89.0% of the total square footage added to the market in the fourth quarter of 2022. Market Summary Current Prior Year Ago 12 -Month Quarter Quarter Period Forecast Total Inventory (SF) Vacancy Rate Qtr Net Abs (SF) Avg NNN Ask Rent/SF Under Const (SF) 38.6M 14.8% -501,373 $6.51 /SF 1.5M 38.6M 13.4% -568,764 $6.40/SF 1.4M 36.3M 11.1% 47,738 $6.37/SF 2.5M ASKING RENT AND VACANCY RATE $6.75 $6.25 $5.75 $5.25 $4.75 4Q17 4Q18 4O19 4020 Average NNN Asking Rent ($/SF) 20.0% 15.0% 10.0% 5.0% 0.0% 4O21 4O22 Vacancy (%) NET ABSORPTION (SF) 2,250,000 1,500,000 750,000 -750,000 4O17 4O18 4O19 4O20 4O21 Net Absorption (SF) Vacancy Rate 20.0% 15.0% 10.0% 5 0% 0.0 % 4O22 NEWMARK Item 2: Staff Report Pg. 10 Packet Pg. 17 of 638 RESEARCH 4Q 2022 Significant increases in availability and vacancy are troubling. Over the course of 2022, the South Peninsula market has added upwards of 2.6 million square feet of availability between approximately 140 different spaces. Comparatively, in 2021 just shy of 1.2 million square feet of availability was added. Over 65.0% of the total availability added to the market in 2022 is categorized as sublease space. In 2021, that percentage was just around 20.0%. The South Peninsula transacted over 10,000 square feet five times this quarter, with the largest transaction of the quarter being the Laceworks one-year lease of 40,000 square feet at San Antonio Station in Mountain View, a sublease from WeWork. With an incredibly high amount of availability and tepid demand from all sectors in the near term, look for lease economics to soften throughout the first half of 2023. As companies slow hiring and growth, there will be a transition period to assess necessary Item 2 Attachment C - Applicant Office Market Analysis; square footage needs and develop new and improved commercial real estate strategies. Expect an even greater desire for Class A office space and new construction. Companies will be more particular about the quality, image and location of office space, in part to motivate their employee bases to spend more time in the office. Outlook - Sublease availability continues to mount up as tech opts for smaller footprints. — Overall sense of urgency still eludes the market as a multitude of uncertainties face all sectors. — Stable, non -tech companies trend more towards rightsizing in highly-amenitized new construction, mostly along the transit line. Select Lease/User Transactions Tenant Building(s) Submarket Type Square Feet Laceworks 391 San Antonio Rd Menlo Medical Clinic 1300 Crane St Ashvattha Therapeutics 1235 Radio Rd STG Partners 1300 EI Camino Real Aptos 735 Emerson St Felicis Ventures 2460 Sand Hill Rd Management Company Mountain View - EI Camino Corridor Menlo Park - Downtown Redwood Shores Menlo Park - Downtown Palo Alto - Downtown Menlo Park - Sand HiII Road Sublease Lease Extension Renewal/Expansion Lease Expansion Sublease Lease Extension 40,000 38,006 22,875 11,973 11,250 10,280 Item 2: Staff Report Pg. 11 NEWMARK SOUTH PENINSULA OFFICE MARKET 2 Packet Pg.18 of 638 RESEARCH 4Q 2022 Item 2 Attachment C - Applicant Office Market Analysis; Overall Submarket Statistics Total NNN Class A Total Total Sublease Total Total Qtr Gross Qtr Net Asking NNN Inventory Vacancy Vacancy Vacancy Availability Absorption Absorption Rent Asking (SF) (SF) (SF) Rate Rate (SF) (SF) (Price/SF) Rent (Price/SF) Los Altos 1,105,297 173,102 11,867 15.66% 17.22% 21,126 -2,011 $4.38 $5.30 Downtown 509,664 103,193 9,424 20.25% 22.84% 15,373 -3,723 $5.00 $5.30 EI Camino Corridor 526,951 67,589 2,443 12.83% 13.59% 5,753 1,712 $3.52 Foothill Corridor 68,682 2,320 0 3.38% 3.38% 0 0 $3.31 Menlo Park 6,516,468 819,035 360,760 12.57% 15.84% 36,124 -69,680 $8.41 $8.76 Downtown 1,306,949 198,883 69,342 15.22% 18.40% 18,286 1,791 $8.16 $9.02 Sand Hill Road 1,211,006 209,308 67,722 17.28% 17.28% 13,810 -27,633 $10.78 $10.78 Middlefield Road 957,404 202,828 141,939 21.19% 35.36% 1,340 -73 $7.28 $7.60 Highway101 3,041,109 208,016 81,757 6.84% 8.01% 2,688 -43,765 $6.15 $6.29 Mountain View 10,998,040 1,811,192 901,481 16.47% 17.83% 67,742 -239,370 $6.40 $7.05 Downtown 1,671,065 588,589 336,219 35.22% 35.61% 13,632 -138,982 $7.47 $7.77 Central 408,834 82,383 12,517 20.15% 20.15% 0 -1,250 $4.56 $7.95 Shoreline 2,927,692 16,828 0 0.57% 0.57% 0 0 $1.95 South Middlefield 4,509,431 443,603 10,040 9.84% 13.01% 6,647 -95,986 $5.47 $5.60 EI Camino Corridor 1,481,018 679,789 542,705 45.90% 45.90% 47,463 -3,152 $5.23 $5.67 Palo Alto 9,125,845 1,588,026 469,687 17.40% 20.72% 55,419 -131,304 $7.10 $7.69 Downtown 2,617,931 415,020 132,754 15.85% 17.09% 24,810 -56,671 $9.13 $9.63 East Palo Alto 669,216 212,111 26,913 31.70% 56.89% 0 0 $7.47 $7.47 Stanford Research 3,241,788 519,889 204,293 16.04% 18.78% 13,593 -31,424 $7.06 $7.06 Park California Avenue 1,268,157 255,960 64,040 20.18% 21.10% 17,016 -10,024 $5.40 $5.99 Bayshore 1,328,753 185,046 41,687 13.93% 14.03% 0 -35,185 $3.96 $4.13 Redwood City 6,117,861 888,150 220,585 14.52% 17.47% 17,805 -44,554 $5.52 $6.19 Downtown 2,905,556 624,739 105,419 21.50% 27.41% 3,162 -36,030 $6.30 $6.99 Seaport 1,834,503 214,735 114,019 11.71% 12.06% 0 -12,292 $2.72 $2.50 Southern Area 1,377,802 48,676 1,147 3.53% 3.72% 14,643 3,768 $3.92 Redwood Shores 4,699,134 429,510 161,869 9.14% 9.91% 47,123 -14,454 $4.43 $4.45 SOUTH PENINSULA 38,562,645 5,709,015 2,126,249 14.80% 17.14% 245,339 -501,373 $6.51 $7.05 Item 2: Staff Report Pe. 12 NEWMARK SOUTH PENINSULA OFFICE MARKET 3 Packet Pg. 19 of 638 Item 2 Attachment C - Applicant Office Market Analysis RESEARCH 4Q 2022 Class A Submarket Statistics Total Under Total Sublease Total Total Qtr Gross Qtr Net NNN Inventory Construction Vacancy Vacancy Vacancy Availability Absorption Absorption Asking (SF) (SF) (SF) (SF) Rate Rate (SF) (SF) Rent (Price/SF) Los Altos 465,337 0 84,803 6,944 18.22% 21.94% 16,639 6,084 $5.30 Downtown 324,654 0 84,803 6,944 26.12% 30.20% 12,918 2,363 $5.30 El Camino Corridor 140,683 0 0 0 0.00% 2.88% 3,721 3,721 Foothill Corridor 0 0 0 0 0.00% 0.00% 0 0 Menlo Park 5,103,672 0 690,904 288,116 13.54% 16.71% 29,225 -72,666 $8.76 Downtown 828,086 0 141,702 48,638 17.11% 17.47% 12,727 -1,268 $9.02 Sand Hill Road 1,211,006 0 209,308 67,722 17.28% 17.28% 13,810 -27,633 $10.78 Middlefield Road 411,486 0 138,400 89,999 33.63% 66.61% 0 0 $7.60 Highway 101 2,653,094 0 201,494 81,757 7.59% 8.48% 2,688 -43,765 $6.29 Mountain View 8,667,399 1,033,543 L613,130 838,441 18.61% 20.34% 55,032 -242,763 $7.05 Downtown 1,163,715 0 535,991 318,311 46.06% 46.62% 9,382 -136,734 $7.77 Central 146,721 0 23,347 0 15.91% 15.91% 0 0 $7.95 Shoreline 2,289,084 233,543 0 0 0.00% 0.00% 0 0 South Middlefield 4,140,328 800,000 419,008 10,040 10.12% 13.58% 5,650 -95,414 $5.60 El Camino Corridor 927,551 0 634,784 510,090 68.44% 68.44% 40,000 -10,615 $5.67 Palo Alto 6,032,164 21,407 L040,497 358,224 17.25% 21.92% 26,187 -44,261 $7.69 Downtown 1,590,474 21,407 263,605 113,083 16.57% 18.10% 2,792 -45,087 $9.63 East Palo Alto 669,216 0 212,111 26,913 31.70% 56.89% 0 0 $7.47 Stanford Research 3,106,410 0 478,702 172,885 15.41% 18.27% 13,593 -16 $7.06 Park California Avenue 467,830 0 79,606 45,343 17.02% 17.02% 9,802 1,192 $5.99 Bayshore 198,234 0 6,473 0 3.27% 3.27% 0 -350 $4.13 Redwood City 4,147,773 432,000 453,673 165,400 10.94% 15.08% 0 -14,220 $6.19 Downtown 1,687,851 432,000 302,096 52,111 17.90% 27.68% 0 -14,220 $6.99 Seaport 1,507,343 0 151,577 113,289 10.06% 10.49% 0 0 $2.50 Southern Area 952,579 0 0 0 0.00% 0.00% 0 0 Redwood Shores 4,313,830 0 426,088 161,869 9.88% 10.71% 2L549 -16,264 $4.45 SOUTH PENINSULA 28,730,175 1,486,950 4,309,095 1,818,994 15.00% 17.85% 148,632 -384,090 $7.05 Item 2: Staff Report Pe. 13 NEWMARK SOUTH PENINSULA OFFICE MARKET 4 Packet Pg. 20 of 638 RESEARCH 4Q 2022 Item 2 Attachment C - Applicant Office Market Analysis; Historical Vacancy Rates 4Q20 1Q21 2O21 3Q21 4O21 1O22 2O22 3Q22 4Q22 South Peninsula 12.0% 13.3% 12.4% 11.4% 11.1% 11.0% 12.0% 13.4% 14.8% Los Altos 14.2% 13.5% 12.5% 16.3% 17.1% 15.2% 13.7% 15.7% 15.7% Menlo Park 14.8% 14.0% 11.7% 10.1% 9.3% 9.6% 10.9% 11.6% 12.3% Mountain View 8.2% 9.1% 8.7% 10.4% 11.5% 11.1% 12.5% 14.3% 16.5% Palo Alto 14.2% 17.7% 17.3% 16.3% 15.3% 14.1% 14.2% 15.6% 17.4% Redwood City 9.1% 11.5% 10.8% 8.9% 8.9% 10.4% 12.7% 13.6% 14.5% Redwood Shores 14.3% 13.6% 12.8% 7.7% 6.5% 6.5% 6.8% 8.8% 9.1% Vacancy Breakdown SQUARE FEET, MILLIONS 8.0 6.0 4.0 2.0 0.0 4Q21 4O17 4Q18 4O19 4Q20 4O22 Sublease Vacancy Direct Vacancy Vacancy Rate Average Asking Rents WEIGHTED, NNN, MONTHLY 16.0% $7.75 12.0% $7.00 $6.25 8.0% $5.50 4.0% $4.75 0.0% $4.00 4O17 4Q18 4O19 4Q20 4O21 4Q22 Overall Ask Rent Class A Ask Rent Sublease Ask Rent Historical NNN Asking Rents 4Q20 1O21 2O21 3O21 4Q21 1022 2Q22 3Q22 4Q22 South Peninsula $5.68 $5.98 $5.90 $6.39 $6.37 $6.33 $6.38 $6.40 $6.51 Los Altos $4.27 $5.25 $5.09 $5.26 $5.02 $4.98 $4.93 $4.87 $4.38 Menlo Park $7.38 $7.79 $7.94 $7.88 $7.88 $7.83 $8.33 $8.53 $8.41 Mountain View $5.23 $5.30 $5.31 $5.85 $6.13 $6.08 $6.23 $6.27 $6.40 Palo Alto $6.63 $6.63 $6.88 $6.96 $6.98 $7.01 $6.92 $6.90 $7.10 Redwood City $4.86 $5.23 $4.68 $5.13 $4.71 $5.29 $5.42 $5.20 $5.52 Redwood Shores $3.57 $3.57 $3.53 $3.90 $3.86 $4.34 $4.22 $4.40 $4.43 Item 2: Staff Report Pg. 14 NEWMARK SOUTH PENINSULA OFFICE MARKET 5 Packet Pg. 21 of 638 J RESEARCH 4Q 2022 Rem 2 Attachment C - Applicant Office Market Analysis J Historical Gross Absorption 4Q20 1Q21 2O21 3Q21 4O21 1O22 2CJ2 3Q22 0022 South Peninsula 523,763 396,604 677,122 886,579 673,724 2,863,673 850,700 800,074 245,339 Los Altos 4,005 9,840 17,881 23,081 11,863 15,251 118,707 27,946 21,126 Menlo Park 77,538 120,900 139,139 168,951 112,621 111,775 118,218 246,102 36,124 Mountain View 186,013 19,986 127,465 95,229 62,488 2,273,269 221,365 120,704 67,742 Palo Alto 198,707 84,623 274,890 159,313 295,678 356,882 263,356 245,070 55,419 Redwood City 9,507 109,102 48,910 425,844 94,534 32,524 84,330 73,593 17,805 Redwood Shores 47,993 52,153 68,837 14,161 66,540 73,972 44,724 86,659 47,123 Historical Net Absorption 4Q20 1Q21 2Q21 3Q21 4O21 1O22 2O22 3Q22 4O22 South Peninsula -397,234 -482,681 201,434 -188,670 47,738 1,880,742 -417,460 -568,764 -501,373 Los Altos -43,120 -24,517 5,731 -42,001 -9,335 6,279 7,848 -20,867 -2,011 Menlo Park -233,274 -9,019 80,185 85,688 53,443 -20,359 -88,966 -4,022 -69,680 Mountain View 109,623 -90,536 37,743 -277,721 -117,139 1,946,189 -167,487 -205,826 -239,370 Palo Alto -61,159 -281,258 40,652 45,103 81,224 16,162 -32,697 -172,062 -131,304 Redwood City -135,707 -79,519 9,537 46,778 -10,760 -49,427 -126,750 -72,415 -44,554 Redwood Shores -33,597 2,168 27,586 -46,517 96,540 -18,102 -9,408 -93,572 -14,454 Rem 2: Staff Report Pg. 15 NEWMARK SOUTH PENINSULA OFFICE MARKET 6 Packet Pg. 22 of 638 RESEARCH 4Q 2022 For more information: Newmark 258 High Street Palo Alto, CA 94301 t 650-322-2600 Corporate CA RE #: 00832933 Kalani Lucas Research Analyst kalani.lucas@nmrk.com Manny Tran Research Director manny.tran@nmrk.com nmrk.com Item 2 Attachment C - Applicant `Office Market Analysis} RED.W OO DWHORES MOUNTAIN VIEW Newmark has implemented a proprietary database and our tracking methodology has been revised. With this expansion and refinement in our data, there may be adjustments in historical statistics including availability, asking rents, absorption and effective rents. Newmark Research Reports are available at ngkf.com/research. All information contained in this publication is derived from sources that are deemed to be reliable. However, Newmark has not verified any such information, and the same constitutes the statements and representations only of the source thereof not of Newmark. Any recipient of this publication should independently verify such information and all other information that may be material to any decision the recipient may make in response to this publication and should consult with professionals of the recipient's choice with regard to all aspects of that decision, including its legal, financial and tax aspects and implications. Any recipient of this publication may not, without the prior written approval of Newmark, distribute, disseminate, publish, transmit, copy, broadcast, upload, download or in any other way reproduce this publication or any of the information it contains. This document is intended for informational purposes only, and none of the content is intended to advise or otherwise recommend a specific strategy. It is not to be relied upon in any way to predict market movement, investment in securities, transactions, investment strategies or any other matter. NEWMARK Item 2: Staff Report Pg. 16 NEWMARK SOUTH PENINSULA OFFICE MARKET 7 Packet Pg. 23 of 638 Legend flflflflflf� SOFA I CAP Boundary Project Site RT- The Pal oranp,e. 2007-0G-18 SOFA I Plan Boundary This map is a product of the City of Palo Alto GIS City of Cr Alto a• pydb w e9l salads soys ee (Ymmaps4sVgisUbmlPersmdW anrg.rn(6) Item 2: Staff Report Pg. 17 Packet Pg. 24 of 638 ID 20(17 Gl), of Palo 1, Item 2 Attachment E - Project Plans Attachment E Project Plans and Environmental Documents Project plans are only available to the public online. Hardcopies of the plans have been provided to Board members. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find "260 Homer Avenue" 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/Departments/Planning-Development-Services/Current- Planning/Projects/260-Homer-Avenue Item 2: Staff Report Pg. 18 Packet Pg. 25 of 638 Item 3 Item 3 Staff Report CITY OF PALO ALTO City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: October 2, 2023 Report #:2309-2003 TITLE Approval of Minutes from September 11, 2023 and September 12, 2023 Meetings RECOMMENDATION That the minutes be reviewed and approved. ATTACHMENTS Attachment A: September 11, 2023 Draft Minutes Attachment B: September 12, 2023 Draft Minutes APPROVED BY: Mahealani Ah Yun Item 3: Staff Report Pg. 1 Packet Pg. 26 of 638 'er CITY OI- PA LO ALTO CI TY COUNCI L DRAFT ACTI ON MI NUTES Item 3 Attachment A - September 11 Draft Action Minutes Regular Meeting September 11, 2023 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M. Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Present Remotely: Absent: Special Orders of the Day 1. Presentation from Sibling Cities on the Palo Alto -Bloomington Sibling City Partnership AA1. Interview for the Architectural Review Board (Continued from September 5, 2023). Agenda Changes, Additions and Deletions Public Comment Council Member Questions, Comments and Announcements Consent Calendar Council Member Tanaka registered a no vote on Agenda Item Number 5. Council Member Lythcott-Haims, Council Member Burt, and Council Member Tanaka requested to pull Item 9 MOTION: Vice Mayor Stone moved, seconded by Council Member Lythcott-Haims to approve Agenda Item Numbers 3-8 and to pull Item 9 off the consent calendar. Item 3: Staff Report Pg. 2 Page 1 of 5 Packet Pg. 27 of 638 DRAFT ACTI ON MI NUTE MOTION SPLIT FOR THE PURPOSE OF VOTING MOTION PASSED ITEMS 3-4, 6-8: 7-0 MOTION PASSED ITEMS 5: 6-1, Tanaka no 3. Approval of Minutes from August 21, 2023 Meeting Item 3 Attachment A - September 11 Draft Action Minutes 4. Approval of Construction Contract Number C24188528 with Cratus, Inc. in the Amount Not -to -Exceed $6,956,400 for the Water Main Replacement Project 29, Capital Improvement Program Project WS -15002; and Authorization for the City Manager to Negotiate and Execute Change Orders up to a Not -to -Exceed Amount of $695,640. CEQA status — exempt under CEQA Guideline Sections 15301 and 15302. 5. Approve Participation in the GoGreen Home Energy Financing Program as Recommended by the Utilities Advisory Commission in an Amount Not -to -Exceed $300,000 over a Term of up to Two Years, Authorizing the Execution of a Memorandum of Agreement with the California Alternative Energy and Advanced Transportation Financing Authority; and Approve a FY 2024 Budget Amendment in the Gas Fund; CEQA Status: Not a project. 6. Approve and Authorize the City Manager to Execute Amendment #1 to an MOA Between the City of Palo Alto and County of Santa Clara to Authorize up to Two County Clinicians to be Deployed on the City's Psychiatric Emergency Response Team (PERT) Justice and Mental Health Collaboration Program for Three Years at $183,000 per Year (Not to exceed $549,000); CEQA status - not a project. 7. Approve and authorize the City Manager or designee to execute a three-year Funding Agreement with the Palo Alto Transportation Management Association (TMA), providing $200,000 in funding for FY24. CEQA status — not a project. 8. Approval to appoint the Chair of the Expanded Community Advisory Panel (XCAP) as an Ex Officio (non -voting) member on the Rail Committee; CEQA status - not a project. 9. Accept the Human Relation Commission's Recommended Contingency Plan for the Distribution of $200,000 in Additional Funding for the FY2024-25 Human Services Resource Allocation Process Recipients; CEQA status — not a project. City Manager Comments Ed Shikada, City Manager Page 2 of 5 City Council Meeting Draft Action Minutes: 09/11/2023 Item 3: Staff Report Pg. 3 Packet Pg. 28 of 638 DRAFT ACTI ON MI NUTE Item 3 Attachment A - September 11 Draft Action Minutes Study Session 2. Prescreening for proposed rezoning of 3265 El Camino Real to Planned Home Zone (PHZ) NO ACTION Action Items 10. Approve the Revised Permanent Parklet Program Regulations; Provide Feedback on Incentives for Electric Heating on Parklets; and Adopt Legislation Creating an Ongoing Parklet Program, Creating Related Fees and Penalties, and Continuing Parklets in Certain Areas of University Avenue Downtown and the California Avenue Area. CEQA Status — Categorically Exempt (Sections 15301 and 15304(e)). MOTION: Council Member Veenker moved, seconded by Council Member Lythcott-Haims to: 1. Approve changes to the permanent program regulations: a. Changes to the parklet standards as written in Attachment A but: (1) allow sidewalk dining; and (2) remove any references to charging parklet renters to relocate and/or add bike facilities. 2. Adopt the following legislation to implement an ongoing parklet program: a. Ordinance creating new PAMC Chapter 12.11 to implement an ongoing parklet program and amending various sections of Title 16 and 18 as recommended by the Planning and Transportation Commission to waive certain planning and zoning requirements for parklets. This ordinance will be effective April 1, 2024. (Attachment B). b. Resolution establishing certain areas of the University Avenue Downtown and California Avenue area for use as parklets for eating and drinking or retail, excluding fitness. (Attachment C). c. Ordinance amending the FY2024 Municipal Fee Schedule to add new fees related to parklets and adjust the annual renewal fee to $250. (Attachment D). d. Resolution amending the Administrative Penalty Schedule to add penalties for violating PAMC Chapter 12.11. (Attachment E). 3. Keep the ongoing parklet program as is, and direct staff to work with the Architectural Review Board (ARB) to create design standards and uniform guidelines as soon as possible. Page 3 of 5 City Council Meeting Draft Action Minutes: 09/11/2023 Item 3: Staff Report Pg. 4 Packet Pg. 29 of 638 DRAFT ACTI ON MI NUTE Item 3 Attachment A - September 11 Draft Action Minutes 4. Authorize staff to work with the Nordic Enovation House to apply principles of the program for an encroachment. MOTION PASSED: 7-0 9. Accept the Human Relation Commission's Recommended Contingency Plan for the Distribution of $200,000 in Additional Funding for the FY2024-25 Human Services Resource Allocation Process Recipients; CEQA status — not a project. Mayor Kou made a public disclosure on Item 9. Council Member Burt made a public disclosure on Item 9. MOTION: Council Member Burt moved, seconded by Council Member Veenker to accept the HRC's recommended contingency plan for the distribution of $200,000 in additional funding for FY24-25 HSRAP recipients and direct the City Manager to execute agreements implementing such funding; and direct staff to return on consent with an allocation from the BSR of an additional $45,000 for Ada's Cafe to be administered consistent with HSRAP standards. MOTION PASSED: 6-1, Tanaka no 11. Receive the Human Relation Commission's Recommendations on the Evaluation and Celebration of Additional Dates to Advance Race & Equity, Including Through City Recognition and City Paid Holidays and Provide Direction to Staff on Further Actions. CEQA status — not a project. This item was not heard and referred to a future meeting. Ad'ournment: The meeting was adjourned at 11:28 P.M. Page 4 of 5 City Council Meeting Draft Action Minutes: 09/11/2023 Item 3: Staff Report Pg. 5 , Packet Pg. 30 of 638 DRAFT ACTI ON MI NUTE ATTEST: APPROVED: City Clerk Mayor Item 3 Attachment A - September 11 Draft Action Minutes NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City's website. Page 5 of 5 City Council Meeting Draft Action Minutes: 09/11/2023 Item 3: Staff Report Pg. 6 , Packet Pg. 31 of 638 CITY OF PALO ALTO CI TY COUNCI L DRAFT ACTI ON MI NUTES Item 3 Attachment B - September 12 Draft Action Minutes Special Meeting September 12, 2023 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M. Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Present Remotely: Absent: Closed Session 1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Authority: Cal. Gov. Code section 54957(b) Titles: City Manager and City Attorney MOTION: Council Member Lauing moved, seconded by Vice Mayor Stone to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 6:03 P.M. Council returned from Closed Session at 8:20 P.M. Mayor Kou announced that there were no reportable actions taken in Closed Session. Action Items 2. Quasi-Judicial/Legislative. 3200 Park Boulevard/340 Portage [22PLN-00287 and 22PLN- 00288]: Adoption of a Resolution Certifying an EIR, Adopting Findings of Overriding Considerations, and Adopting a Mitigation Monitoring and Reporting Program; Approval of Applicant's Request for a Development Agreement, Comprehensive Plan Amendment, Item 3: Staff Report Pg. 7 Page 1 of 3 Packet Pg. 32 of 638 DRAFT ACTI ON MI NUTE Item 3 Attachment B - September 12 Draft Action Minutes Rezoning to Planned Community Zones, and a Vesting Tentative Map with Exceptions to the Private Street Width to Allow Redevelopment of a 14.65 -acre site at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert. Environmental Assessment: A Draft EIR for the 200 Portage Townhome Development Project was Circulated September 16, 2022 through November 15, 2022. A Revised Final EIR was Made Available for Public Review on June 2, 2023. The Proposed Development Agreement and Associated Actions is Evaluated as Alternative 3 in the Draft EIR. For More Information Contact the Project Planner, Claire Raybould at Claire.Raybould@Cityofpaloalto.org. MOTION: Mayor Kou moved, seconded by Council Member Burt to: 1. Adopt the Environmental Impact Report and the Resolution in Attachment B Making findings of overriding consideration and adopting the Mitigation Monitoring and Reporting Plan in Attachment G; and 2. Adopt the Resolution amending the Comprehensive Plan and Comprehensive Plan Land Use Map; and 3. Adopt the five Planned Community ordinances for each of the resulting parcels, amending the zone districts across the project site; and 4. Adopt the Record of Land Use Action, including Architectural Review findings for approval of the Development Plan, findings for a Vesting Tentative Map with exceptions and Conditions of Approval of the proposed project; and 5. Adopt the Ordinance approving the Development Agreement; and 6. Direct in lieu art funds generated under this agreement to art located on the former Cannery site, subject to consistency with City code; and 7. Direct Staff to initiate a process to rename Portage Avenue to Thomas Foon Chew Avenue and refer to the Parks and Recreation Commission the naming of the new park. MOTION PASSED: 7-0 Ad'ournment: The meeting was adjourned at 10:31 P.M. Page 2 of 3 Sp. City Council Meeting Draft Action Minutes: 09/12/2023 Item 3: Staff Report Pg. 8 Packet Pg. 33 of 638 DRAFT ACTI ON MI NUTE ATTEST: APPROVED: City Clerk Mayor Item 3 Attachment B - September 12 Draft Action Minutes NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City's website. Page 3 of 3 Sp. City Council Meeting Draft Action Minutes: 09/12/2023 Item 3: Staff Report Pg. 9 , Packet Pg. 34 of 638 Item 4 Item 4 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: October 2, 2023 Staff Report: 2307-1740 TITLE Adoption of a Resolution Approving and Attesting to the Veracity of the City's 2022 Annual Power Source Disclosure and Power Content Label Reports; CEQA Status: Not a project RECOMMENDATION Staff recommends the City Council adopt a resolution (Attachment A) approving and attesting to the veracity of the City's two Power Source Disclosure reports for 2022 and the City's two Power Content Labels for 2022. BACKGROUND Senate Bill 13051 was approved in 1997 to ensure that all retail suppliers of electricity disclose to consumers the sources of energy used to provide electric service in an accurate, reliable, and easy to understand manner. The SB 1305 Report is commonly referred to as the Power Source Disclosure (PSD) report. The City of Palo Alto is required to submit an annual PSD Report to the California Energy Commission (CEC) by June 15t of each year. The information contained in this report is used to prepare the annual Power Content Label (PCL), which is mailed to City Utilities customers and posted on the City's website by October 1St of each year at and on the CEC's website at energy.ca.gov/power- www.cityofpaloalto.or;/powercontentlabel content -label. ANALYSIS CEC regulations governing the Power Source Disclosure Program2 require utilities to engage a third -party certified public accountant to perform an audit to verify the specific purchases, resales, and self -consumption of energy by fuel type.3 Publicly owned electric utilities are exempt from the audit requirement, if the governing board of the utility "submits to the Energy Commission an attestation of the veracity of each annual report and power content label for the i Senate Bill 1305 httD://www.leginfo.ca.gov/oub/97-98/bill/sen/sb 1301- 1350/sb 1305 bill 19971009 chaotered.html 2 California Code of Regulations, Title 20, Sections 1391-1394. 3 California Code of Regulations Title 20, Section 1394.2(a). Item 4: Staff Report Pg. 1 Packet Pg. 35 of 638 Item 4 Item 4 Staff Report previous year."4 In Palo Alto's case, this means that the PSD reports and PCLs for the City's two retail electricity products (the "standard rate" carbon neutral product and the voluntary PaloAltoGreen product, which is available to all commercial customers and allows them to pay a small premium in order to receive a power supply comprising only wind and solar generation) can both be approved by the City Council, as described above. In 2022, CPAU's hydroelectric generation was well below long-term average levels, due to the drought conditions the state experienced over the last several years. Also in 2022, CPAU continued its REC Exchange Program, which involves taking a regional approach to fulfilling its Carbon Neutral Electric Portfolio goals by selling renewable energy from the City's long-term renewable contracts and using the most cost-efficient renewable energy from outside the state to fulfill carbon neutrality requirements.s Although the power sourced out-of-state remains renewable and carbon -neutral, the CEC categorizes such power as "unspecified power" on the PSD and PCL documents. Under the City's REC Exchange Program, the City sold a total of 184,000 MWh of in -state renewable generation in 2022 and purchased the same volume of out-of-state renewable generation, yielding $1.89 million in net revenue. (Due to the extremely dry hydroelectric conditions, the City also purchased an additional 244,000 MWh of out-of-state renewable generation to achieve a carbon neutral electric supply.) Per Council's direction, all of this revenue will be invested locally in electrification efforts necessary to meet the City's ambitious climate goals. As a result of these renewable energy sales —and the fact that the CEC's regulations do not recognize out-of-state renewable generation as an "eligible renewable" energy source —the share of the City's standard power mix that is attributed to eligible renewables sources on the PSD reports and PCLs was lower in 2022 (37.5%) than in many previous years, such as 2018 (65%). However, as noted earlier, the City's power supply remained carbon neutral in 2022 in accordance with the Council -adopted Carbon Neutral Plan (Staff Report 11556)6, and the City remained in compliance with the state's Renewable Portfolio Standard (RPS) mandate. Utilities Department staff submitted the City's annual PSD reports for calendar year 2022' to the CEC in May 2023, along with the associated staff attestation forms. The 2022 PCLs8 will be mailed to each electric utility customer as a bill insert and posted on the City's website in October 2023. The attached resolution (Attachment A) approves the annual PSD reports and PCLs for both the 4 California Code of Regulations Title 20, Section 1394.2(a)(2). 5 The City Council approved the REC Exchange Program in August 2020 (Staff Report 11556). 6 Staff Report 11556 https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-mana 7,er-reports-cmrs/yea r-archive/2020-2/id-11566.pdf ' Annual 2022 PSD Report /files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cm rs/attach ments/10-02-2023-id-2307-1740-com bi ned-2022-psd-reports. pdf 8 2022 Power Content Labels /files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/attachments/10-02-2023-id-2307-1740-2022-power-content-labels. pdf Item 4: Staff Report Pg. 2 , Packet Pg. 36 of 638 Item 4 Item 4 Staff Report standard power mix and the PaloAltoGreen product and provides for Council's attestation to the veracity of these four documents as required for exemption from the third -party audit requirement. Staff anticipates submitting the City's annual PSD reports for calendar year 2023 to the CEC by June 1, 2024 and providing the 2023 PCLs to electric customers around September 2024. RESOURCE IMPACT Adoption of the attached resolution will not result in a financial impact to the City. POLICY IMPACT Adoption of the attached resolution will enable the City to comply with the CEC regulations implementing SB 1305 (California Code of Regulations, Title 20, sections 1391 to 1394). ENVIRONMENTAL REVIEW Adoption of the attached resolution is not subject to California Environmental Quality Act (CEQA) review as an administrative governmental activity that will not result in any direct or indirect physical change to the environment (CEQA Guidelines section 15378(b)(5)). ATTACHMENTS Attachment A: Resolution Approving 2022 Power Source Disclosure Reports APPROVED BY: Dean Batchelor, Director Utilities Staff: James Stack PhD, Senior Resource Planner Item 4: Staff Report Pg. 3 Packet Pg. 37 of 638 Resolution No. Resolution of the Council of the City of Palo Alto Approvin Attesting to the Veracity of the City's 2022 Power Sour Disclosure and Power Content Label Reports RECITALS 1 Item 4 Attachment A - Resolution Approving 2022 Power Source Disclosure Reports J A. The California Legislature adopted Senate Bill 1305 in 1997 to ensure that all retail suppliers of electricity, including the City of Palo Alto, disclose to consumers the sources of energy used to provide electric service in an accurate, reliable and easy to understand manner. B. The SB 1305 Report is commonly referred to as the Power Source Disclosure (PSD) report, which shows the City's electric portfolio purchases for the prior calendar year, as well as the fuel mix for the City's retail electricity sales for the prior calendar year. C. The information contained in the PSD report is used to prepare the City's annual Power Content Label (PCL), which discloses the fuel mix of the City's retail electricity sales during the prior calendar year, as well as the fuel mix for the state as a whole, and which is mailed to the City's electric utility customers via a bill insert by October 1steveryyear. D. California Code of Regs., title 20, sections 1394.2(a)(2), updated by the California Energy Commission effective May 2020, allows the City Council to approve and attest to the veracity of each PSD report and PCL for the previous year, including the reports for Palo Alto's voluntary PaloAltoGreen product, which is provided to commercial customers who participate in the PaloAltoGreen program. E. The PSD report submissions for both the City's standard carbon neutral power portfolio, and the City's PaloAltoGreen product are prepared by the Northern California Power Agency (NCPA), a joint powers agency of which Palo Alto is a member. The draft PSD reports are then checked by City staff against the City's account in the Western Renewable Energy Generation Information System (WREGIS), where the City tracks its renewable and carbon -free energy. The PaloAltoGreen renewable energy supplies are then verified by a third -party verifier, in order to achieve Green -e certification for that program. F. In May 2023, Utilities Department staff submitted the 2022 Annual PSD reports for both the City's standard carbon neutral portfolio and the PaloAltoGreen program, to the Energy Commission in accordance with the applicable regulations. Item 4: Staff Report Pg. 4 Packet Pg. 38 of 638 The Council of the City of Palo Alto ("City") RESOLVES as follows: Item 4 Attachment A - Resolution Approving 2022 Power Source Disclosure Reports SECTION 1. The City Council approves the submission and attests to tie veracity of the 2022 Annual Power Source Disclosure reports for the City's standard carbon neutral portfolio, and forthe City's voluntary PaloAltoGreen program (attached as Exhibit A to this resolution) which staff submitted to the California Energy Commission in May 2023. SECTION 2. The City Council approves and attests to the veracity of the 2022 Annual Power Content Label reports for the City's standard carbon neutral portfolio, and forthe City's voluntary PaloAltoGreen program (attached as Exhibit B to this resolution) which staff distributed to Utilities customers as an insert in their October Utilities bills. SECTION 3. The Council finds that the adoption of this resolution is not subject to California Environmental Quality Act (CEQA) review because it is an administrative government activity that will not result in any direct or indirect physical change to the environment (CEQA Guidelines section 15378(b)(5)). INTRODUCED AND PASSED: October 2, 2023 AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Utilities Director of Administrative Services Item 4: Staff Report Pg. 5 , Packet Pg. 39 of 638 item 4 ril 2023 2022 POWER SOURCE DISCLOSURE ANNUAL For the Year Ending December 31, 2022 Attachment A - Resolution Approving 2022 Power Source Disclosure Reports Retail suppliers are required to use the posted template and are not allowed to make edits to this format. Please complete all requested information. GENERAL INSTRUCTIONS RETAIL SUPPLIER NAME City of Palo Alto Utilities ELECTRICITY PORTFOLIO NAME Standard Rate CONTACT INFORMATION NAME TITLE MAILING ADDRESS CITY, STATE, ZIP PHONE EMAIL WEBSITE URL FOR PCL POSTING James Stack Senior Resource Planner 250 Hamilton Ave. Palo Alto, CA 94301 (650) 329-2314 james.stack@cityofpaloalto.org www.cityofpaloalto.org/powercontentlabel Submit the Annual Report and signed Attestation in PDF format with the Excel version of the Annual Report to PSDprogram@energy.ca.gov. Remember to complete the Retail Supplier Name, Electricity Portfolio Name, and contact information above, and submit separate reports and attestations for each additional portfolio if multiple were offered in the previous year. NOTE: Information submitted in this report is not automatically held confidential. If your company wishes the information submitted to be considered confidential an authorized representative must submit an application for confidential designation (CEC-13), which can be found on the California Energy Commissions's website at https://www.energy.ca.gov/about/divisions-and-offices/chief- counsels-office. If you have questions, contact Power Source Disclosure (PSD) staff at PSDprogram@energy.ca.gov or (916) 639-0573. Item 4: Staff Report Pg. 6 Packet Pg. 40 of 638 2022 POWER SOURCE DISCLOSURE ANNUAL REPORT SCHEDULE 1: PROCUREMENTS AND RETAIL SALES For the Year Ending December 31, 2022 City of Palo Alto Utilities Standard Rate Item 4 Attachment A - Resolution Approving 2022 Power Source Disclosure Reports ;son: Apnl 2023 Instructions: Enter information about power procurements underlying this electricity portfolio for which your company is fiing the Annual Report Insert additional rows as needed. AM fields in white should be filled out.Fields in grey auto -populate as needed and should not be filled out. For EIA IDs for unspecified power or specified system mixes from asset -controlling suppliers, enter "Unspecified Power", "BPA", or "Tacoma Power as applicable. For specified procurements of ACS power, use the ACS Procurement Calculator to calculate the resource breakdown comprising the ACS system mix. Procurements of unspecified power must not be entered as line items below; unspecified power will be calculated automatically in cell N9- Unbundled RECs must not be entered on Schedule 1; these products must be entered on Schedule 2. At the bottom portion of the schedule, provide the other electricity end -uses that are not retail sales including, but not limited to transmission and distribution losses or municipal street lighting. Amounts should be in megawatt -lours. Retail Sales (MWh) Net Specified Procurement (MWh) Unspecified Power (MWh) Procurement to be adjusted Net Specified Natural Gas Net Specified Coal 8 Other Fossil Fuels Net Specified Nudear, Large Hydro, Renewades, and ACS Power GHG Emissions (excWWdes grandfathered emissions) GHG Emissions Intensity to MT CO,e/MVVh) 800,289 458,151 342,138 - 3 - 458,148 150,945 0.1886 DIRECTLY DELIVERED REHEWABLES Facility Name Fuel Type State or Province WREGIS ID RPS ID N/A Gross MWh EIA ID Procured MWh Net MWh Resold Procured Adjusted Net MWh Procured GHG Emissions Factor (in MT CO,eIMWh) GHG Emissions (in MT CO,e) NIA 275 Cambridge Ave. Parkng Garage Solar CA W5649 63982 P228, 467 467 467 - - 445 Bryant St Parkng Garage Solar CA W5647 63610 P229I 350 350 350 - - 475 Cambridge Ave. Parting Garage Soler CA W5650. 63981 P230 513 513 513 - - 520 Webster St Parking Garage Soler CA W5648 63611 P231 604 604 604 - - Unitarian Universalist Ch rch of Palo Alto Soler CA W7382 63983 P2321 221 221 221 - - IV Inc Sider CA W7686. 64036 62732 2,137 2,137 2,137 - - Elevation Solar C Soler CA W5298. 63192 599641 60,950 60,950 60,950 - - Frontier Solar Soler CA W4962. 62248 60039I 28,106 28,106 28,106 - - Haywonh Solar Soler CA W4719, 62744 59009I 40694 40,694 40,694 - - Kettlenan Solar Solar CA W4695 62422 59633 33197 33,197 33,197 - - Wes em Antelope Blue Sky Ranch B Solar CA W5300. 61518 599611 29,905 29,905 29,905 - - I High Wilds Wind CA W229- 60726 560751 19,986 19,986 19,986 - - I Ameresco Johnson Canyon Biomass 8 Biowaste CA W3397 61353 58397 7,777 7,777 7,777 0.5559 4,323 Ameresco San Joagun Biomass 8 Biowaste CA W3883.. 62433 584361 17,097 17,097 17,097 0 0028 48 Ameresco Santa Cruz Energy Biomass 8 Browaste CA W2014 61297 564281 6,447 6,447 6,447 0.0033 21 Keller Canyon Landfill Biomass 8 Biowaste CA W2071 61298 56897 8,553 8,553 8,553 0.0028 24 Ox Mountain/Half Moon Biomass 8 Biowaste CA w2033. 60072 568951 33,158 33,158 33,158 0.0028 92 Spicer 1 Units Eligible Hydro CA W1260 61580 54554 1,573 1,573 1,573 - - WAPA-Lewiston Eligible Hydro CA W1108. 61044 977 361 361 361 - - WAPA - Nrtibus Eligible Hydro CA W1161 61045 444 7,067 7,067 7,067 - - WAPA - Stampede Eligible Hydro CA W1177 61046 70661 639 639 639 - - Facility Name Fuel Type State or Province EIA ID of REC WREGIS ID RPS ID Source EIA ID of Substitute Power Gross MWh Net MWh Procured MWh Resold Procured Adjusted Net MWh Procured GHG Emssions Eligible for Factor (in MT GHG Emissions Grandfathered CO,e/MV101) (in MT COye) Emissions? SPECIFIED NON-IRENEWABLE PROCUREMENTS Facility Name Fuel Type State or Province WA N/A NIA EIA ID Gross MWh Net MWh Procured MWh Resold Procured Adjusted Net MWh Procured GHG Emssions Factor (in MT GHG Emissions CO,e/I4Whi (in MT CO,e) WA Coiierville Large Hydro CA 54555 61,554 61554 61554 - - WAPA - Folsom Large Hyde CA 441 16,888 16,888 16,888 - - WAPA - Gianelt Large Hydro CA 448 2,400 2,400 2,400 - - WAPA- J.F. Carr Large Hydro CA 442 5,684 5,684 5,684 - - WAPA - Keswick Large Hydro CA 443 7,095 7,095 7,095 - - WAPA - New Melons Large Hydro CA 6158 13,992 13,992 13,992 - - WAPA - O'Neil Large Hydro CA 446 108 108 108 - - WAPA- Shasta Large Hydro CA 445 32,443 32,443 32,443 - - WAPA-Spring Creek Large Hydro CA 450 1,577 1,577 1,577 - - WAPA- Trinity Large Hydro CA 451 6,287 6,287 6,287 Item 4: Staff Report Pg. 7 Packet Pg. 41 of 638 Attachment A 2022 Power Item 4 ;ion: April 2( - Resolution Approving Source Disclosure Reports MiciC Hydro Priest Rapids Large Hydro WA 3887 1,394 1,394 1,394 Mid -C Hydro Rock Island Large Hydro WA 8200 7566 7,566 7,586 MidC Hydro Rocky Reach Large Hydro WA 3883 1,358 1,358 1,358 - - Pa1oA8o COBUG Natural Gas CA 57714 3 3 3 0.3944 1 PROCUREMENTS FROM ASSET-CONTROLLNG SUPPLIERS _ Fay_ Wry !lame Fuel Type NA WA WA Gross MWh NIA EIA ID Procured GHG Emissions Net MWh Adjusted Net MWh Factor (in MT GHG Emissions MWh Resold Procured Procured CO,e/MWh) (in MT Core) WA END USES OTHER THAN RETAIL SALES MWh 23 Item 4: Staff Report Pg. 8 Packet Pg. 42 of 638 item 4 Attachment A - Resolution Approving 2022 Power Source on: April 2023 2022 POWER SOURCE DISCLOSURE ANNUAL REPOR, SCHEDULE 2: RETIRED UNBUNDLED RECS For the Year Ending December 31, 2022 City of Palo Alto Utilities Standard Rate Disclosure Reports INSTRUCTIONS: Enter information about retired unbundled RECs associated with this electricity portfolio. Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto -populate as needed and should not be filled out. Total Retired Unbundled RECS RECs 400,000 RETIRED UNBUNDLED Facility Name Fuel Type State or Province RPS ID Total Retired (in MWh) Apache Solar Solar AZ 63454 383 Buena Vista Energy Windfarm Wind CA 60124 5,690 Carousel Wind Wind CO 63340 278,117 Cedar Creek Wind CO 60822 12,832 Draper Irrigation Hydroelectric Water UT 60788 166 Foote Creek I Wind WY 60561 10,362 Klondike III Wind OR 60602 1,940 Nine Canyon Wind Project Wind WA 60803 11,800 Pennask Wind Farm Wind BC 64015 1,434 Quality Wind Wind BC 62247 19,397 Riverbend Renewable Energy Facility Biogas OR 60963 21,038 Seneca Sustainable Energy Biomass OR 61090 14,441 Wolverine Creek Wind ID 60564 22,400 Item 4: Staff Report Pg. 9 Packet Pg. 43 of 638 item 4 Attachment A - Resolution Approving 2022 Power Source 2022 POWER SOURCE DISCLOSURE ANNUAL Disclosure Repo SCHEDULE 3: POWER CONTENT LABEL DATA For the Year Ending December 31, 2022 City of Palo Alto Utilities Standard Rate Instructions: No data input is needed on this schedule. Retail suppliers should use these auto -populated calculations to fill out their Power Content Labels. Biomass & Biowaste Geothermal Eligible Hydroelectric Solar Wind Coal Large Hydroelectric Natural gas Nuclear Other Unspecified Power Total Adjusted Net Procured (MWh) Percent of Total Retail Sales 299,802 37.5% 73,032 9.1% 0.0% 9,640 1.2% 197,144 24.6% 19,986 2.5% 0.0% 158,346 19.8% 3 0.0% 0.0% 342,138 0.0% 42.8% 800,289 100.0% rts Total Retail Sales (MWh) 800,289 GHG Emissions Intensity (converted to lbs CO2e/MWh) 416 Percentage of Retail Sales Covered by Retired Unbundled RECs 50.0% April 2023 Item 4: Staff Report Pg. 10 Packet Pg. 44 of 638 item 4 Attachment A - Resolution Approving 2022 Power Source April 2023 2022 POWER SOURCE DISCLOSURE ANNUAL k tuir:Reports ATTESTATION FORM For the Year Ending December 31, 2022 City of Palo Alto Utilities Standard Rate I, James Stack, Senior Resource Planner, declare under penalty of perjury, that the information provided in this report is true and correct and that I, as an authorized agent of City of Palo Alto Utilities, have authority to submit this report on the retail supplier's behalf. I further declare that all of the electricity claimed as specified purchases as shown in this report was sold once and only once to retail customers. Name: James Stack Representing: City of Palo Alto Utilities Signature: Dated: May 27, 2023 Executed at: Palo Alto, CA Item 4: Staff Report Pg. 11 Packet Pg. 45 of 638 item 4 Attachment A - Resolution Approving Nil 2023 2022 POWER SOURCE DISCLOSURE ANNUAL 2022 Power Source For the Year Ending December 31, 2022 DisdosureReports Retail suppliers are required to use the posted template and are not allowed to make edits to this format. Please complete all requested information. GENERAL INSTRUCTIONS RETAIL SUPPLIER NAME City of Palo Alto Utilities ELECTRICITY PORTFOLIO NAME Palo Alto Green CONTACT INFORMATION NAME TITLE MAILING ADDRESS CITY, STATE, ZIP PHONE EMAIL WEBSITE URL FOR PCL POSTING James Stack Senior Resource Planner 250 Hamilton Ave. Palo Alto, CA 94301 (650) 329-2314 james.stack@cityofpaloalto.org www.cityofpaloalto.org/powercontentlabel Submit the Annual Report and signed Attestation in PDF format with the Excel version of the Annual Report to PSDprogram@energy.ca.gov. Remember to complete the Retail Supplier Name, Electricity Portfolio Name, and contact information above, and submit separate reports and attestations for each additional portfolio if multiple were offered in the previous year. NOTE: Information submitted in this report is not automatically held confidential. If your company wishes the information submitted to be considered confidential an authorized representative must submit an application for confidential designation (CEC-13), which can be found on the California Energy Commissions's website at https://www.energy.ca.gov/about/divisions-and-offices/chief- counsels-office. If you have questions, contact Power Source Disclosure (PSD) staff at PSDprogram@energy.ca.gov or (916) 639-0573. Item 4: Staff Report Pg. 12 Packet Pg. 46 of 638 Item 4 Attachment A - Resolution Approving 2022 Power Source Disclosure on Apnl2023 2022 POWER SOURCE DISCLOSURE ANNUAL REPORT SCHEDULE 1: PROCUREMENTS AND RETAIL SALES For the Year Ending December 31. 2022 City of Palo Alto Utilities Palo Alto Green Reports Instructions: Enter information about power procurements underlying this electricity portfolio for which your company is filing the Annual Report. Retail Sales (MWh) Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto -populate as needed and should not be filled out. For Net Specified Procurement (MWh) EIA IDs for unspecified power or specified system mixes from asset -controlling suppliers, enter "Unspecified Power", TPA", or "Tacoma Power" as Unspecified Power (MWh) applicable. For specified procurements of ACS power, use the ACS Procurement Calculator to calculate the resource breakdown comprising the Procurement to be adjusted ACS system mix. Procurements of unspecified power must not be entered as line items below; unspecified power will be calculated Net Specified Natural Gas automatically in cell N9. Unbundled RECs must not be entered on Schedule 1; these products must be entered on Schedule 2. At the bottom Net Specified Coal 8 Other Fossil portion of the schedule, provide the other electricity end -uses that are not retail sales including, but not limited to transmission and distribution losses Net Speeded Nuclear, Large Hydro, Renewabies, or municipal street lighting_ Amounts should be in megawatt -hours_ GIG Emissions (excludes grandfathered GHG Emissions Intensity (in MT 27,181 - 27,181 - - Fuels and ACS Power emissions) - - 11,633 CO,e/MWh) 0.4280 -r V3 - Facility Name Fuel Type State or Province WREGIS ID RPS ID NtA Gross MWh EIA ID Procured MWh Resold Net MWh Procured GHG Emissions An;uated Net MWh Factor (in MT Procured COrelMWh) GHG Emissions (in MT CO,e) N/A *NIA - - #NIA aN/A fIN/A - ttN/A - *NIA *WA *NIA - #NIA - - *NIA *NIA - #N/A - - *NA - #N/A - - *NIA 1 - - *NIA - - SIN/A - - *NIA - *NIA I - - #NIA - *N/A FIRMED -A D -SWIPED IMPOR r- _ Facility Name State or Fuel Type Province WREGIS ID RPS ID EIA ID of REC Source E W ID of Substitute Power Gross MWh Net MWh Procured MWh Resold Procured GHG Emissions Adjusted Net MWh Factor (in MT Procured CO,e/MWh) GHG Emissions (in MT CO,e) Eligible for Grandfathered Emissions? SPECIIED NON-RENEWABLE PROCUREMENTS Facility Name State or Fuel Type Province WA N/A NIA EIA ID Gross MWh Net MWh Procured MWh Resold Procured Adjusted Net MWh Procured GHG Emissions Factor (in MT CO,e/MWh) GHG Emissions (in MT CO,e) WA #NIA - - #WA - - #WA 1N/A - #NIA - #NIA insi/A #INIA - #NIA Item 4: Staff Report Pg. 13 Packet Pg. 47 of 638 Attachment A 2022 Power Rem 4 on: April 20 - Resolution Approving Source Disclosure Reports - - #WA - - #WA I - - #NIA - - *NIA - - IIN/A - - #NIA - - MIA - #NIA - #NIA - #NIA - - #WA - #WA PROCUREMENTS FROM ASSET.CONTROL►NG SUPPLIERS Facility Name Fuel Type NA NIA NA tNA EIA ID Gross MWh Procured Net MWh MWh Resold Procured Adjusted Net MWh Procured GHG Emissions Factor (WMT COie/MWh) GHG Emissions (in MT CO;e) N A END USES OTHER THAN RETAIL SALES MWh 23 Item 4: Staff Report Pg. 14 Packet Pg. 48 of 638 item 4 Attachment A - Resolution Approving 2022 Power Source 2022 POWER SOURCE DISCLOSURE ANNUAL Disclosure Repo SCHEDULE 3: POWER CONTENT LABEL DATA For the Year Ending December 31, 2022 City of Palo Alto Utilities Palo Alto Green Instructions: No data input is needed on this schedule. Retail suppliers should use these auto -populated calculations to fill out their Power Content Labels. Biomass & Biowaste Geothermal Eligible Hydroelectric Solar Wind Coal Large Hydroelectric Natural gas Nuclear Other Unspecified Power Total Adjusted Net Procured (MWh) Percent of Total Retail Sales 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 27,181 0.0% 100.0% 27,181 100.0% rts Total Retail Sales (MWh) 27,181 GHG Emissions Intensity (converted to lbs CO2e/MWh) 944 Percentage of Retail Sales Covered by Retired Unbundled RECs 34.5% April 2023 Item 4: Staff Report Pg. 15 Packet Pg. 49 of 638 1 ' • TT 11i' II • i - ♦ \ \ •• ATTESTATION FORM For the Year Ending December 31, 2022 City of Palo Alto Utilities Palo Alto Green item 4 Attachment A - Resolution Approving 2022 Power Source n:.--i-. R^ 1. vi%I April 2023 I, James Stack, Senior Resource Planner, declare under penalty of perjury, that the information provided in this report is true and correct and that I, as an authorized agent of City of Palo Alto Utilities, have authority to submit this report on the retail supplier's behalf. I further declare that all of the electricity claimed as specified purchases as shown in this report was sold once and only once to retail customers. Name: James Stack Representing: City of Palo Alto Utilities Signature: Dated: June 12, 2023 Executed at: Palo Alto, CA Item 4: Staff Report Pg. 16 Packet Pg. 50 of 638 Item 4 LARGE CHECK OUT PALO ALTO'S POWER CONTENT Attachment A - Resolution Approving 2022 Power Source WHERE DOES OLcloure Rep 2022 ELECTRICITY COME FROM? 116 lib IL', BIOMASS AND SOLAR HYDROELECTRIC BIOWASTE 19.8% 9.1% 24.6% WIND ELIGIBLE UNSPECIFIED HYDROELECTRIC POWER 2.5% 1.2% 42.8% 100% CARBON NEUTRAL ELECTRICITY SINCE 2013 Like a nutrition facts label that shows the ingredients in food, the Power Content Label shows the sources of electricity purchased by City of Palo Alto Utilities to power local homes and businesses. Carbon neutral electricity comes from a variety of sources, including renewable resources like solar, wind and small hydroelectric plants. Large hydroelectric sources are also carbon -free, but the state of California doesn't consider them renewable. Since 2016 the City of Palo Alto Utilities has had long-term contracts with California -based renewable energy providers to provide 100% carbon neutral power to the community. In 2020, as the value of in -state renewable energy rose, CPAU began taking a regional approach to purchasing power, selling its higher -priced renewable energy and buying the most cost-efficient renewable energy from outside the state. This program generates earnings (totaling $1.8 million in 2022) which are being invested in local decarbonization efforts necessary to meet our ambitious climate goals. Although the power sourced out-of-state remains carbon neutral, it's not recognized as renewable by the state and instead is labeled as "unspecified." Palo Alto is reducing greenhouse gas emissions to 80% below 1990 levels by 2030 POWER SOURCES IN 2022 CPAU power sources include five solar PV projects, one wind project, five landfill gas -fired projects, the Calaveras hydroelectric project, and the Western Area Power Administration (Western) contract, which is sourced from Central Valley Project hydroelectric facilities. All of these resources are located in California. Power supply percentages vary annually based on the available output from our contracted generators. In 2022, CPAU's hydroelectric generation was significantly lower than long-term average levels due to extremely dry weather conditions, so CPAU needed to purchase additional renewable generation from other utilities in the western US. Find more details at cityofpaloalto.org/PowerContentLabel and cityofpaloalto.org/CarbonNeutral T -% i e PALO ALTO UTILITIES Persons with disabilities who require materials in an appropriate alternative format, auxiliary aids, or modifications to policies or procedures to access City meetings, programs, or services should contact the City's ADA Coordinator George Hoyt at (650) 329-2550 or by emailing ADA.cncityofpaloalto.org. .. .. pr rar ,rIc rf lorine. Item 4: Staff Report Pg. 17 Packet Pg. 51 of 638 item 4 2022 POWER CONTENT LABEL Resolution Approving City of Palo Alto Utilities 2022 Power Source cit of • aloalto.or • PowerContentLabe Disclosure Reports Greenhouse Gas Emissions Intensity (Ibs CO2e/MWh) Energy Resources CPAU Standard Rate 2022 CA Power Mix CPAU Standard Rate 2022 CA Utility Average Eligible Renewable 37.5% 35.8% Biomass & Biowaste 9.1% 2.1% 416 422 Geothermal 0.0% 4.7% 1000 Eligible Hydroelectric 1.2% 1.1% Solar 24.6% 17.0% 800 w CPAU Wind 2.5% 10.8% 600 Standard Rate Coal 0.0% 2.1% Large Hydroelectric 19.8% 9.2% Natural Gas 0.0% 36.4% 400 200 • 0 a 2022 CA Utility Average Nuclear 0.0% 9.2% Other 0.0% 0.1% Unspecified Power2 42.8% 7.1% TOTAL 100.0% 100.0% Percentage of Retail Sales Covered by Retired Unbundled RECs3: 50o 'The eligible renewable percentage above does not reflect RPS compliance, which is determined using a different methodology. 2Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source. 'Renewable energy credits (RECs) are tracking instruments issued for renewable generation. Unbundled renewable energy credits (RECs) represent renewable generation that was not delivered to serve retail sales. Unbundled RECs are not reflected in the power mix or GHG emissions intensities above. For specific information about this City of Palo Alto Utilities electricity portfolio, contact: (650) 329-2161 For general information about the https://www.energy.ca.gov/programs-and- Power Content Label, visit: topics/programs/power-source-disclosure-program Item 4: Staff Report Pg. 18 Packet Pg. 52 of 638 Item 4 LARGE CHECK OUT PALO ALTO'S POWER CONTENT Attachment A - Resolution Approving 2022 Power Source WII ERE DOES OIL sc=sure Reports 2022 ELECTRICITY COME FROM? 411111") BIOMASS AND HYDROELECTRIC BIOWASTE 19.8% 9.1% SOLAR WIND 24.6% 2.5% ArfOTO •oo R oo• ELIGIBLE UNSPECIFIED HYDROELECTRIC POWER 1.2% 42.8% 100% CARBON NEUTRAL ELECTRICITY SINCE 2013 Like a nutrition facts label that shows the ingredients in food, the Power Content Label shows the sources of electricity purchased by City of Palo Alto Utilities to power local homes and businesses. Carbon neutral electricity comes from a variety of sources, including renewable resources like solar, wind and small hydroelectric plants. Large hydroelectric sources are also carbon -free, but the state of California doesn't consider them renewable. Since 2016 the City of Palo Alto Utilities has had long-term contracts with California -based renewable energy providers to provide 100% carbon neutral power to the community. In 2020, as the value of in -state renewable energy rose, CPAU began taking a regional approach to purchasing power, selling its higher - priced renewable energy and buying the most cost-efficient renewable energy from outside the state. This program generates earnings (totaling $1.8 million in 2022) which are being invested in local decarbonization efforts necessary to meet our ambitious climate goals. Although the power sourced out-of-state remains carbon neutral, it's not recognized as renewable by the state and is labeled as "unspecified." Palo Alto is reducing greenhouse gas emissions to 80% below 1990 levels by 2030 POWER SOURCES IN 2022 CPAU power sources include five solar PV projects, one wind project, five landfill gas -fired projects, the Calaveras hydroelectric project, and the Western Area Power Administration (Western) contract, which is sourced from Central Valley Project hydroelectric facilities. All of these resources are located in California. Power supply percentages vary annually based on the available output from our contracted generators. In 2022, CPAU's hydroelectric generation was significantly lower than long-term average levels due to extremely dry weather conditions, so CPAU needed to purchase additional renewable generation from other utilities in the western US. PaloAltoGreen'sa Prospective Product Content Labelb for 2023 Consists of 100% Wind Energy` • PaloAltoGreen is a voluntary renewable energy program from City of Palo Alto Utilities that matches up to 100% of your estimated monthly electricity usage with Green certified Renewable Energy Credits (RECs) from new renewable energy resources, specifically from generation facilities that first began commercial operation in the last 15 years. °Prospective Product Content Label: These figures reflect the renewables that we have contracted to provide. Actual figures may vary according to resource availability. We will annually report to you before October 1st of next year in the form of a Historical Product Content Label the actual resource mix of the electricity you purchased. Sourced from wind energy RECs located in the western U.S. (CA, OR, WA. ID. NV. UT, AZ, MT. WY. CO. or NM) or Canada (BC or AB). PaloAltoGreen PaloAltoGreen is Green eT Energy certified and meets the environmental and consumer protection standards set forth by the nonprofit Center for Resource Solutions. C'.; ti Energy CERT F ED For more information an Green e0 Certified Energy, call 1 888 63 GREEN or visit green-e.org PaloAltoGreen 2022 Historical Product Content Label (reflected in the "Palo Alto Green- column of the table on page 2): These figures reflect the power delivered to PaloAltoGreen's customers in 2022. 'Other' and 'Unspecified Power' sourced from wind energy facilities in Colorado and Montana. Find more details at cityofpaloalto.org/PowerContentLabel and cityofpaloalto.org/CarbonNeutral CITY OF PALO ALTO UTILITIES Persons with disabilities who require materials in an appropriate alternative format, auxiliary aids, or modifications to policies or procedures to access City meetings, programs. or services should contact the City's ADA Coordinator George Hoyt at (650) 329-2550 or by emailing ADAoltcityofpaloalto.org. . Printa ff nn 1(109Annct-rnnc, um Item 4: St nar hlaarhafl withni it rhlorine. aff Report Pe. 19 Padst pg. 53 of 638 2022 POWER CONTENT LABEL 2022 Power Source Disci°, \ Reports City of Palo Alto Utilities Greenhouse Palo Alto Green Gas Emissions (Ibs CO2e/MWh) CPAU Standard Rate ci of • aloalto.or Intensity 2022 CA Utility Average • PowerContentLabel Energy Resources Eligible Renewable Palo Alto Green 0.0% CPAU Standard Rate 37.5% 2022 CA Power Mix 35.8% Biomass & Biowaste 0.0% 9.1 % 2.1°/ 944 416 422 Geothermal 0.0% 0.o°%° 4.7% 1000 Eligible Hydroelectric 0.0% 1.2% 1.1% to Palo Alto Green Solar 0.0% 24.6% 17.0% 800 Wind 0.0% 2.5% 10.8% 1— Coal 0.0% 0.0% 2.1% 600 CPAU Standard Rate Large Hydroelectric 0.0% 19.8% 9.2% Gas 400 — Natural 0.0% 0.0% 36.4% Nuclear 0.0% 0.0% 9.2% 200 e 2022 CA Utility Other 0.0% 0.0% 0.1% 0 Average Unspecified Power2 100.0% 42.8% 7.1% TOTAL 100.0% 100.0% 100.0% Percentage of Retail Sales Covered by Retired Unbundled RECs3: 35% 50% 'The eligible renewable percentage above does not reflect RPS compliance, which is determined using a different methodology. `Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source. 'Renewable energy credits (RECs) are tracking instruments issued for renewable generation. Unbundled renewable energy credits (RECs) represent renewable generation that was not delivered to serve retail sales Unbundled RECs are not reflected in the power mix or GHG emissions intensities above. For specific information about this electricity portfolio, City of Palo Alto Utilities contact: (650) 329-2161 For general information about the Power Content https://www.energy.ca.gov/programs-and-topics/programsJpower- Label, visit: source -disclosure -program Item 4 ttachment A - Resolution Approving ure Item 4: Staff Report Pg. 20 Packet Pg. 54 of 638 Item 5 Item 5 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Attorney Report Type: CONSENT CALENDAR Lead Department: City Attorney Meeting Date: October 2, 2023 Report #:2309-1986 TITLE Authorization to Amend the Existing Contract for Litigation Defense Services with the Law Firm of Liebert Cassidy Whitmore (Contract S20178997) to Increase the Not- to- Exceed Amount to $110,000 and Extend the Term to December 31, 2023; CEQA — Not a Project RECOMMENDATION Staff recommends that the City Council authorize an increase to the not- to- exceed amount of Contract S20178997 with Liebert Cassidy Whitmore, for litigation defense services, to $110,000 and an extension of the contract term to December 31, 2023. BACKGROUND Liebert Cassidy Whitmore is a law firm representing cities in personnel matters, including grievances, arbitration and litigation. In March 2020, the City entered into a three- year agreement (S20178997) in the amount of $50,000 with Liebert Cassidy Whitmore for initial litigation defense services in civil suit Neff v. City of Palo Alto, Santa Clara Co. Sup. Ct. Case No. 20 -CV -362267. In January 2022, staff amended the contract to add $35,000 to increase the not- to- exceed amount to $85,000. Staff now seeks authority to increase the contract amount by $25,000 which will bring the new not - to -exceed amount to $110,000, and to extend the term to December 31, 2023. Plaintiff has filed to dismiss this suit. The additional funds and time will cover close out of this matter. FISCAL/RESOURCE IMPACT Funding for this amendment does not require additional budgetary authority as it can be accommodated within the Office of the City Attorney's budget for FY 2024. After this action there will be $295,000 remaining for other potential litigation contract costs in FY 2024. Item 5: Staff Report Pg. 1 Packet Pg. 55 of 638 Item 5 Item 5 Staff Report ENVIRONMENTAL REVIEW Amendment of a legal services contract is not a project requiring environmental review under the California Environmental Quality Act (CEQA) (See CEQA Guidelines 15378(b)(5), administrative activities that will not result in direct or indirect physical changes in the environment). APPROVED BY: Molly Stump, City Attorney Item 5: Staff Report Pg. 2 Packet Pg. 56 of 638 Item 6 Item 6 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Community Services Meeting Date: October 2, 2023 Report #:2309-1987 TITLE Approve Three Contracts for Landscape Maintenance Services: 1) a Five-year Contract with BrightView Landscape Services, Inc., in the Amount of $12,288,093; 2) a Five-year Contract with Gachina Landscape Management, Inc., in the Amount of $516,740; and 3) a Five-year Contract with Grassroots Ecology in the Amount of $529,459 for Specification for Habitat Restoration in Foothills Nature Preserve and Adobe Creek Pedestrian Bridge Native Plant Restoration; Approval of Contract Amendment No. 2 to Contract C18170810A with BrightView Landscape Services, Inc. to increase the Not to Exceed amount by $75,152 to provide weekend services for a three-month contract extension; and Approval of Budget Amendments in Multiple Funds (2/3 vote required) as Recommended by the Finance Committee; CEQA status - Categorically exempt per regulation 15301 (existing facilities) and 15304 (minor alterations). RECOMMENDATION Finance Committee and Staff recommend that the Council: 1) Approve and authorize the City Manager to execute a contract with BrightView Landscape Services, Inc., in the amount of $11,702,946, plus 5% for Additional Services of $585,147, for a total of $12,288,093 for Landscape Maintenance Services throughout the City for a term of five years, beginning on October 1, 2023, and ending on September 30, 2028 (Attachment A). The contract amount for the first year of the agreement will be $2,182,391, plus 5% contingency of $109,120, for a total of $2,291,511. 2) Approve and authorize the City Manager to execute a contract with Gachina Landscape Management, Inc., in the amount of $469,764, plus 10% in Additional Services of $46,976 for a total of $516,740 for Landscape Services at the Regional Water Quality Control Plant for a term of five years, beginning on October 1, 2023, and ending on September 30, 2028. (Attachment B). The contract amount for the first year of the agreement will be $90,624, plus 10% contingency of $9,062, for a total of $99,686. 3) Approve and authorize the City Manager to execute a contract with Grassroots Ecology in the amount of $481,326, plus 10% for Additional Services of $48,132 for a total of $529,459 for Item 6: Staff Report Pg. 1 Packet Pg. 57 of 638 Item 6 Item 6 Staff Report Habitat Restoration in Foothills Nature Preserve and Adobe Creek Pedestrian Bridge Native Plant Restoration for a term of five years, beginning on October 1, 2023, and ending on September 30, 2028. (Attachment C). The contract amount for the first year of the agreement will be $90,660, plus 10% in Additional Services of $9,066, for a total of $99,726. 4) Amend the Fiscal Year 2024 Budget Appropriation for the General Fund (requires 2/3 approval) by: a. Increasing the Community Services Department Contract Services expense appropriation by $458,194 b. Increasing the Community Services Charges to Other Funds revenue estimate by $53,852 c. Decreasing the Budget Stabilization Reserve by $404,342. 5) Amend the Fiscal Year 2024 Budget Appropriation for the following funds by: a. Amending the Electric Fund, (requires 2/3 approval) i. Increasing the Allocated Charges expense appropriation by $17,096; and ii. Decreasing the Ending Fund Balance estimate by $17,096 b. Amending the Gas Fund, (requires 2/3 approval) i. Increasing the Allocated Charges expense appropriation by $5,079 ii. Decreasing the Ending Fund Balance estimate by $5,079 c. Amending the Water Fund, (requires 2/3 approval) i. Increasing the Allocated Charges expense appropriation by $1,904 ii. Decreasing the Ending Fund Balance estimate by $1,904 d. Amending the Wastewater Treatment Fund i. Increasing the Allocated Charges expense appropriation by $8,857 ii. Decreasing the Contract Services expense appropriation by $8,857 e. Amending the University Avenue Parking Permit Fund, (requires 2/3 approval) i. Increasing the Allocated Charges expense appropriation by $13,386 ii. Decreasing the Ending Fund Balance estimate by $13,386 f. Amending the California Avenue Parking Permit Fund, (requires 2/3 approval) i. Increasing the Allocated Charges expense appropriation by $7,530 ii. Decreasing the Ending Fund Balance estimate by $7,530 6) Approve Contract Amendment No.2 to Contract C18170810A with BrightView Landscape Services, Inc. to increase the Not to Exceed amount by $75,152 to provide weekend services for a three-month contract extension (Attachment D). EXECUTIVE SUMMARY As recommended by the Finance Committee, approval of these actions will enable continuous landscape maintenance services and habitat restoration in Foothills Nature Preserve and Adobe Creek Pedestrian Bridge native plant restoration services for five (5) years in a total cost not to exceed approximately $13.4 million. Through a public request for proposals for park and Item 6: Staff Report Pg. 2 , Packet Pg. 58 of 638 Item 6 Item 6 Staff Report landscape maintenance services, contracts are recommended to be awarded to BrightView Landscape Services, Gachina Landscape Management, and Grassroots Ecology. These contracts reflect a significant increase in costs from prior years however they not only maintaining existing levels of service, but the terms also add new service locations, reduce the use of pesticides and herbicides (round -up), ensures service quality (such as minimum staffing levels and material estimates), and provides additional services such as the addition of weekend services when compared to prior contract levels. In addition, costs for labor and materials have increased significantly. City parks and landscape maintenance are managed by Parks operations within the Community Services Department. Since 1993, the City of Palo Alto (City) has sought contracted services for landscape maintenance at select parks, preserves, and facilities to reduce costs. Selection and award of general services agreements has been through solicitation of proposals, review of costs, and assessment of quality of services. On September 19, 2023, staff presented this report to the Finance Committee' to receive feedback prior to presenting to Council. The Finance Committee unanimously passed a motion to recommend that the City Council pass all recommendations contained within the report. BACKGROUND Since 1993 the City has looked at opportunities to reduce the costs of parks and landscape maintenance services2 by contracting -out landscaping services for City parks and facilities. As a result, many of the parks and City maintained facilities are maintained by a contractor, while in- house staff maintain the five sports field complex parks (El Camino Park, Baylands Athletic Center, Greer Park, and Stanford/Palo Alto Playing Fields) and provide irrigation maintenance services at all sites. In-house maintenance for sports facilities and irrigation maintenance has several advantages as it has historically shown to provide better control over field safety and service levels, more timely response to special recreation events/program support, and responsiveness to emergency situations. 1 Finance Committee, September 19; Agenda Item #1; SR #2307-1796, htt Ds://cityofpaloalto.primegov.com/Portal/viewer?id=2791&type=0 2 City Council, June 21, 2010; CMR 280:10; Referencing 1993 Hughes, Heiss, & Associates Organizational Study recommending expansion of private park maintenance contracts; https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- c m rs/yea r-archive/2010/08-1st-ha lf. pdf Item 6: Staff Report Pg. 3 , Packet Pg. 59 of 638 Item 6 Item 6 Staff Report The City strives to sustain the high level of service that City park visitors and field users have come to expect from Palo Alto parks. As noted in the 2022 City of Palo Alto Community Survey3, 93% of survey respondent's rate the quality of City parks as "good" or "excellent." The scope of work to be performed under the BrightView Landscape Services contract will be for the continuation of landscape maintenance services for medians, roadside planter strips, parking lots and parking garages, parks, City facilities (libraries, fire stations, City Hall, Art Center, community centers, etc.), utility sub -stations, well sites and tennis and pickleball court cleaning. The scope of work to be performed under the Gachina Landscape Management contract will be for the continuation of landscape maintenance services for the Regional Water Quality Control Plant. Lastly, the scope of work to be performed under the Grassroots Ecology contract will be for Habitat Restoration in Foothills Nature Preserve and Adobe Creek Pedestrian Bridge Native Plant Restoration, including the removal of invasive weeds, pruning, volunteer workdays and the planting of native plants. At present, the services are being performed under a three-month extension amendment4 to the contracts of the current services providers. The contracts were for a five-year period of July 1, 2018 through June 30, 2023 and were amended to extend for three months (July 1, 2023 through September 30, 2023) for service continuity while the City solicited new proposals. On September 19, 2023, staff presented this report to the Finance Committees to receive feedback prior to presenting to Council. Finance Committee unanimously passed a motion to recommend that the City Council pass all recommendations contained within the report. ANALYSIS On April 17, 2023, a Request for Proposals (RFP 186909) was posted online, and an email notification sent to the Bidders List, which included eight (8) landscape firms, seeking proposals from qualified landscape maintenance and habitat restoration firms for the maintenance service of the following City maintained areas: A: Medians and Roadside Planter Strips 3 2022 City of Palo Alto Community Survey; https://www. cityofpa l oa lto. o rg/files/assets/public/bj i/2023-community-survey-res u Its. pdf 4 City Council, June 12, 2023; Agenda Item #4; SR# 2304-1333; https://cltyofpaloalto.prlmegov.com/Portal/viewer?Id=Guiutstype=u 5 Finance Committee, September 19; Agenda Item #1; SR #2307-1796, https://cityotpaloalto.prlmegov.com/Portal/viewer?Id=2791&type=u Item 6: Staff Report Pg. 4 Packet Pg. 60 of 638 Item 6 Item 6 Staff Report B: Parking Lots and Parking Garages C: Parks D: City Facilities (City Hall, Community Centers, Fire Stations, Libraries, etc.) E: Utility Sub -stations and Well Sites F: Tennis and Pickleball Court Cleaning G: Regional Water Quality Control Plant H: Habitat Restoration in Foothills Nature Preserve I: Adobe Creek Pedestrian Bridge Native Plant Restoration The RFP allowed service providers to submit a proposal for all or part of the maintenance service areas defined in the scope of work. Proposals were due on May 17, 2023 and four proposals were received. The table below provides a summary of the RFP process: Proposal RFP# 186909 Proposal Name: Landscape Maintenance Project Proposed Length of Project 60 Months Number of Vendors Notified 575 Number of Proposal Packages Downloaded 11 Public Link to Solicitation https://obsystem.olanetbids.com/portal/25569/b o/bo-deta i 1/104393 Total Days to Respond to Proposal 31 days Mandatory Pre -proposal Meeting Wednesday, May 3, 2023 at 8:00 A.M. PST Number of Vendors at Pre -proposal Meeting 7 vendors Number of Proposals Received 4 proposals received The evaluation committee, composed of representatives from Community Services and Administrative Services Departments, carefully reviewed and assessed the four proposals using standard evaluation criteria plus the type of equipment each contractor proposed to use. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the RFP. Staff recommends BrightView Landscape Services, Inc. be awarded a contract for Sections "A" through "F" due to scoring highest on the assessment factors listed above. The total BrightView contract cost for sections A, B, C, D, E, and F work is $11,702,946, plus 5% for Additional Services of $585,147, for a total of $12,288,093 for Landscape Maintenance Services for a term of five years, beginning on October 1, 2023, and ending on September 30, 2028. Staff is also recommending Gachina Landscape Management, Inc. be awarded a contract for Section G, Regional Water Quality Control Plant due to scoring highest on the assessment factors listed above. Item 6: Staff Report Pg. 5 Packet Pg. 61 of 638 Item 6 Item 6 Staff Report The total Gachina Landscape contract cost for sections G is $469,764, plus 10% in Additional Services of $46,976 for a total of $516,740 for Landscape Maintenance Services for a term of five years, beginning on October 1, 2023, and ending on September 30, 2028. Staff is also recommending Grassroots Ecology be awarded a contract for Sections H and I due to scoring highest on the assessment factors listed above. Grassroots Ecology has been the Pearson Arastradero Preserve steward for over 20 years and has exceeded expectations on improving the habitat at that site. The total Grassroots Ecology contract cost for section H and I work is in the amount of $481,326, plus 10% for Additional Services of $48,132 for a total of $529,459 for Specifications for Habitat Restoration in Foothills Nature Preserve for a term of five years, beginning on October 1, 2023, and ending on September 30, 2028. FISCAL/RESOURCE IMPACT The five-year cost for the parks landscape contract in comparison to the prior five-year contract has increased by $6.8 million. COMPARISON OF CONTRACT COSTS (PROPOSED AND EXISTING) 2023-2028 Cost Proposal, Additional Services Included 2018-2023 Cost Total, Additional Services Included $13,334,292 $6,485,838 Five Year Total Cost Increase $6,848,454 ($1.37M annually) The cost increase is due to the following reasons: 1) Additional maintenance sites, 2) restriction on use of glyphosate herbicide (Round -Up), 3) material quantities, 4) addition of services on weekends, 5) increase in required minimum staffing level, 6) material cost increase, and 7) labor cost increase. 1. Additional maintenance sites: Since the previous parks landscaping contract there are new and upcoming City projects that include landscaping and other features that require landscape maintenance. A few examples of these are the new Public Safety Building currently being built, expansion of Boulware Park, and the new Adobe Creek Pedestrian/Bicycle Bridge. The Public Safety Building is estimated to be completed toward the end of calendar year 2023, Boulware Park expansion is planned for completion summer of 2024, and the Adobe Creek Pedestrian/Bicycle Bridge is already completed. 2. Restriction on use of glyphosate herbicide (Round -Up): The use of the herbicide glyphosate in medians and roadside planter strips, parking lots and parking garages, utility substations and well sites will not be permitted in this new five-year contract. With the addition of the new Item 6: Staff Report Pg. 6 , Packet Pg. 62 of 638 Item 6 Item 6 Staff Report facilities mentioned above, weeding will be maintained by mechanical (string trimmers, rototillers, etc.) and manual (hand weeding, use of hoes, etc.) means of removal. On July 7, 2017, glyphosate was added to the California Proposition 65 list of chemicals known to the state to cause cancer. Also, for many years, numerous park visitors have requested that glyphosate not be used in Palo Alto. This results in an increase of labor due to increased use of mechanical techniques. The glyphosate herbicide use restriction was not in the prior five-year contract but was implemented in phases during the contract with contingency funding. For the new five-year contract, all sites listed above will have the restriction. 3. Material quantities: The contract now lists approximate quantities of playing field materials used for the upkeep of the natural sport fields, whereas the prior contract did not list approximate quantities. This resulted in more accurate bids, but at a higher cost during this RFP process as previously material quantities were often underestimated. 4. Addition of weekend service: The contract previously provided services Monday through Friday. However, due to increases in weekend activity and user requests, the contract scope was expanded at 23 locations to include services on Saturdays and Sundays. The additional weekend services now include removal of trash, compost, and recycling, litter pick-up, and playground servicing (raking/leveling of safety surfacing, cleaning of walkways and playground amenities). The 23 locations include 20 select parks, Ventura Community Center, Lytton Plaza, and City Hall/King Plaza. Through a $125,000 FY 2023 mid -year budget adjustment6, the weekend services were added to 10 select locations with an anticipation that more locations would be added to the next bid proposals. 5. Increase in required minimum staffing level: Collectively, with the increase of services sites, frequency, and need for mechanical and manual weeding (due to a restriction on glyphosate herbicide) the minimum staffing level to be provided by the contractor has been increased. For all sites, excluding the Regional Water Quality Treatment Plant, Foothills Nature Preserve, and Adobe Creek Pedestrian/Bicycle Bridge, the minimum full-time equivalent (FTE) staffing level increased from 15 to 20 FTE. 6. Material cost increase: Material costs for engineered wood fiber for playground safety surfacing, playground sand, grass seed, organic fertilizer, baseball infield mix, and various types 6 City Council; February 12, 2023; Agenda Item #8; https://cityofpaloalto.primegov.com/Portal/viewer?id=615&type=2 Item 6: Staff Report Pg. 7 , Packet Pg. 63 of 638 Item 6 Item 6 Staff Report of soil have drastically increased with inflation upon the onset of COVID-19. Material costs account for about half of the contract cost for sections A -F. 7. Labor cost increase: In general, labor costs have drastically increased. Labor rates for landscape maintenance in the prior contract ranged approximately between $22.50/hr to $30.10/hr total cost. For the new contract the approximate range is $40.00/hr to $49.00/hr depending on crew and crew lead positions. Budget Summary As the contracts commence October 1, 2023, the nine -month cost of the contracts in Fiscal Year 2024 with the three vendors is $1,868,192 for services throughout the City. These contracts would continue to be partially budgeted in the Community Services Department's General Fund operating budget, and the costs for the portions of the contract that perform work for areas not managed by the General Fund (i.e. Section G, the Regional Water Quality Control Plant, among others) would be allocated to those funds to reimburse the General Fund. For the full 12 months of Fiscal Year 2024, the total cost for landscape services throughout the City is $2,284,442, including $416,250 for the three-month extension of July through September and additional weekend services. These amounts include an allocation for additional services for unforeseen needs. The FY 2024 Adopted Budget included funding in the amount of $1.8 million, which included a base budget increase of $362,000, in anticipation for additional service levels and rising costs, however, an additional $458,194 is recommended to be appropriated to the Parks operating budget in the Community Services department. Of this recommended budget increase, $404,342 is from the General Fund Budget Stabilization Reserve and $53,852 is from an increase in allocated charges to multiple funds for landscaping services at facilities maintained by those funds. Funding for the first year of the Gachina contract is available in the Fiscal Year 2024 Wastewater Treatment Fund operating budget. This action would leave approximately $53.7 million in the Budget Stabilization Reserve (BSR) or 19.9% of the FY 2024 Adopted Operating Budget, which is slightly below the 20.0% level recommended to be maintained in FY 2024 for future economic uncertainty, and above the 18.5% amount of $49.9 million. For future Fiscal Years 2025 through 2028 of the respective contracts, funding is subject to City Council approval and the annual appropriation of funds through the budget process. Item 6: Staff Report Pg. 8 , Packet Pg. 64 of 638 Item 6 Item 6 Staff Report STAKEHOLDER ENGAGEMENT RFP 186909 was issued in on April 17, 2023 for further continuance of landscape maintenance services and habitat restoration. The evaluation committee for this RFP included staff from the Open Space, Parks, and Golf Division of the Community Services Department and staff from the Administrative Services Department under the guidance of the City's Purchasing and Contracts Administration Division. ENVIRONMENTAL REVIEW These services are categorically exempt under CEQA regulations 15301 (Existing Facilities) and 15304 (Minor Alterations to Land). ATTACHMENTS Attachment A: Contract C24186909A with BrightView Landscape Services, Inc. Attachment B: Contract C24186909B with Gachina Landscape Management, Inc. Attachment C: Contract C24186909C with Grassroots Ecology Attachment D: Contract C18170810A Amendment No. 2 with BrightView Landscape Services, Inc. APPROVED BY: Kristen O'Kane, Community Services Director Item 6: Staff Report Pg. 9 Packet Pg. 65 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C CITY OF PALO ALTO CONTRACT NO. C24186909A GENERAL SERVICES AGREEMENT Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc THIS AGREEMENT made and entered into on the 11th day of September 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and BRIGHTVIEW LANDSCAPE SERVICES, INC., a California corporation, located at 855 Mahler Road, Burlingame, CA 94010, Telephone Number: 650-219-5415. Department of Industrial Relations (DIR) Registration No. 1000005364. ("CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. 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 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: ® "A" - Scope of Services ❑ "A-1" — On -Call Task Order (Optional) ® "B" - Schedule of Performance "C" — Schedule of Fees 171 "D" - Insurance Requirements 171 "E" - Performance and/or Payment Bond "F" - Liquidated Damages CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from October 1, 2023 to September 30, 2028 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 Item 6: Staff Report Pg. 10 , Packet Pg. 66 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR E The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Eleven Million Seven Hundred Two Thousand Nine Hundred Forty -Six dollars ($11,702,946). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Five Hundred Eighty -Five Thousand One Hundred Forty - Seven dollars ($585,147) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. The total compensation for performance of Services, Additional Services, and any reimbursable expenses specified in Exhibit C, shall not exceed Twelve Million Two Hundred Eighty -Eight Thousand Ninety -Three dollars ($12,288,093), as detailed in Exhibit C. 6. COMPENSATION DURING ADDITIONAL TERMS. City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 Item 6: Staff Report Pg. 11 , Packet Pg. 67 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C CONTRACTOR'S compensation rates for each additional ter the original term; OR Item 6 Attachment A - Contract C24186909A with BrightView Landscape N. Services, Inc A e as E CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix A Claims for Public Contract Code Section 9204 Public Works Projects". r This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix A, attached hereto and incorporated herein. OR E This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: City of Palo Alto, CSD/Parks, 3201 East Bayshore Boulevard, Palo Alto, CA 94303. Telephone: 650-496-6962. Email: Javod.Ghods@CityofPaloAlto.org. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 Item 6: Staff Report Pg. 12 Packet Pg. 68 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1 B4579C 1 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 Item 6: Staff Report Pg. 13 Packet Pg. 69 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services. CITY shall submit written documentation in support of Services, Inc Ripon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 Item 6: Staff Report Pg. 14 , Packet Pg. 70 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape in coverage or limits until after providing 30 days prior written notice, Services, Inc on or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 Item 6: Staff Report Pg. 15 , Packet Pg. 71 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape R. TERMINATION. The City Manager may terminate this Agreement vo, Services, Inc iving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 Item 6: Staff Report Pg. 16 , Packet Pg. 72 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C are no longer available. This Section shall take precedence in the Item 6 Attachment A - Contract C24186909A with BrightView Landscape e Services, Inc any other covenant, term, condition, or provision of this Agreement. with X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post -consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. OR Fl 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 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 Item 6: Staff Report Pg. 17 , Packet Pg. 73 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape State of California, the City Council has obtained the general prey Services, Inc diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: "A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded." CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854 -compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 Item 6: Staff Report Pg. 18 , Packet Pg. 74 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape At the request of CITY, acting by its project manager, CONTRA Services, Inc ,listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY's request. [For state- and federally -funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10 -day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO BRIGHTVIEW LANDSCAPE SERVICES, INC. City Manager or Designee Purchasing Manager or Designee Approved as to form: City Attorney or Designee City of Palo Alto General Services Agreement By Name Title ,-DocuSigned by: bietelf FitAAA,Giui, 1 ct r '-2F4C84FE72744C6 Brett Urban, Chief Financial officer CFO 2153131655 Telephone: By Name Title -DocuSigned by: Smat& Vt-SalA -Is \•-rAEr6Q9aFEDFASB Susan DeSantis Assistant Secretary 240-707-8959 Telephone 10 Item 6: Staff Report Pg. 19 • Rev. March 29, 2018 • Packet Pg. 75 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C EXHIBIT A SCOPE OF SERVICES LANDSCAPE MAINTENANCE PROJECT Including Sections, A, B, C, D, E, and F Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc CONTRACTOR shall perform the Services as detailed in this Exhibit A. This includes Sections A -F, which are the specifications for the services of Landscape Maintenance of City of Palo Alto Neighborhood Parks, Medians, Roadside strips, City Facilities, Utility Sub Stations and Palo Alto Unified School sites. I. GENERAL PROVISIONS The following provisions, where individually applicable, apply for maintenance standards not limited to Landscape Maintenance and any and all other work under this Agreement. In the event that any of the provisions provided here under GENERAL PROVISIONS are found to be in conflict with or are contradicted by any provision found in the SPECIFICATION REQUIREMENTS listed in Sections A, B, C, D, E, and F the provisions found in the SPECIFICATION REQUIREMENTS listed in Sections A, B, C, D, E, and F will supersede the GENERAL REQUIREMENTS. II. LOCATION OF PROPERTY The locations of the areas to be maintained are listed in the map's portions of this project. Project Site Maps for Sections A through F are located in Appendix A. These maps provide a general scope of the area(s). III. SCOPE OF WORK- Landscape Maintenance CONTRACTOR shall provide the highest quality of landscape maintenance services and materials. The CONTRACTOR agrees to provide the highest quality commercially accepted methods, procedures and scientific controls for landscape maintenance. "Scientific Controls" is understood to mean practices based upon recommendations of the University of California, The U.S. Forest Service, or similarly qualified experts; recommendations in University of California Cooperative Extension Publications, Consumer Products Safety Commission Playground Guidelines and information in standard landscape industry references; This shall include the use of proper knowledge, skills, materials and equipment of a timely basis to maintain all areas in a clean, safe, healthy, and aesthetically acceptable manner during the entire term of this contract. The CONTRACTOR agrees to be continuously alert in locating and defining problems and agrees to exercise prompt and proper corrective action. Action times will be prioritized, and low priority items will be given a timeline for corrections. Contractor shall communicate to the City, landscape, as well as non -landscape related hazards that are seen while on site. City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 Item 6: Staff Report Pg. 20 , Packet Pg. 76 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Work requests related to citizen requests or reported hazards to contractor N Services, Inc A' with Field Service Inspectors which will be prioritized dependent on each request. Immediate response may be necessary. The contractor shall furnish landscape maintenance services by qualified site managers and horticulturists to provide a 60 -month maintenance program according to maintenance specifications. The provision of such report does not mandate the CITY to extend the Contract to 60 months. The contractor shall report progress to the City of Palo Alto Parks Division on the agreed reporting frequency and schedule. A qualified site manager or superintendent of operations shall represent the contractor in monthly meetings and walk-through inspections with City of Palo Alto staff. The contractor shall furnish all labor, materials, equipment, and on -site supervision by qualified site managers who shall provide complete, continuous and expert landscape maintenance services. The contractor shall submit a daily roster, by 7:00am that includes complete names of all employees working each day, dates, and work hours. Contractor shall also submit certified payroll twice per month, along with the daily roster, cross referencing each other. See example of daily roster below. City of Palo Alto Contractor Employee Names Week of Month/Day/Year Monday Tuesday Wednesday Thursday Friday Saturday Sunday 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 The contractor shall be required to provide smartphones at minimum to its Account Managers and Leads as a means of field communication to City staff. City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 Item 6: Staff Report Pg. 21 Packet Pg. 77 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C IV. GENERAL REQUIREMENTS A. Landscape Maintenance: Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc The contractor for this agreement shall provide the City with a landscape maintenance schedule at the frequencies called for in the special provisions of this Agreement. Maintenance schedule shall include but not limited to site names, dates, crew member names (first and last) and specify the order that they will be servicing the sites. See example below. LANDSCAPE MAINTENANCE SCHEDULE Crew Names: Kell; Fern,Flvlark Lure Jose Hedge/Mike Prune Leonardo Dove/Sandra Diego Ralph Sky/Logan Field Weekend Service (Saturdays and Sundays) r Weekday Service (Mon -Fri-) City Hall 6:DDam- 7:00am Mitchell Park 6:D0am- 7:DDam Bol Park 6:DDam-6:3Oam Mitchell Community Center 6:OQam-7:OOam Rinconada Park 7:DDa rn- B:DDa m Ramos Park 7:Otam to 7:3Da m Boulware Park 6:30am- 7:15a m Cubberiey Community Center 7:DOa m-9:D0a m Eleanor Park 8tarn -8:3flam Robles Park 7:3Cam- B:Dflam Bri ones Park 7:15arn-8:3aOarn Heritage Park 8:3Dam• 9:15am Hoover Park B:0Oarn- 8:45am Monroe Park 8:3Oam-9:15am Johnson Park 9:15arn- 1O:DDam Seale Park 8:45am- 9:3Oam BreaklLunch:1D:DO- 1D:3Dam Monday, Wednesday, Friday Service Art Center 1O:3Oam- 11:D0am Bowling Green 9:DDam-1O:DDam Children's Library 11:ODam to 11:3Dam Cogswell Park 1O:OOarn-1D:45arn Semi -Weekly Service Weekly Service Semi -Monthly Service Monthly Service Contractor shall adhere to this schedule unless Project Manager and/or Field Service Inspectors are notified 24 hours in advance. Failure to notify of a change and/or failure to perform an item or work on a scheduled day may be considered a breach of this contract. City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 Item 6: Staff Report Pg. 22 • • Packet Pg. 78 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape The maintenance schedule will be submitted and agreed upon w Services, Inc days following award of this contract. This schedule and any changes, deletions, or additions therein, if approved by the City, shall become part of this agreement and shall be used by both the contractor and the City of Palo Alto for performance monitoring of contractor obligations. The Contractor shall adjust their schedule to compensate for all holidays. The contractor will be required to work on specified holidays and weekends as outlined in this Scope of Work. B. Staffing Levels: The City is requiring a minimum staffing level of 20 full time landscape maintenance personnel, equivalent to a minimum of 160 hours per each work day (Monday -Friday) and a minimum staffing level of 2 full time landscaping maintenance personnel, equivalent to a minimum of 16 hours per day on Saturdays and Sundays on City property for Sections A through F. The contractor is responsible for determining the proper staffing levels above the minimum full-time landscape personnel to meet the scope of services listed in Sections A through F, in this Exhibit A. Contractor shall not use staff from sections A through F for any other sections within this contract. Contract personnel shall remain on site every day, including all rainy days. If minimum FTE's are not met, the City reserves the right to reduce compensation commensurate with the FTE that were provided. All contract personnel must pass live scan fingerprinting and TB testing (Tuberculin Skin Test) before being allowed to work on the City and School property. Contractor shall work with City's Project Manager on obtaining required verification of fingerprinting and TB results. Contractor shall be responsible for performing the live scan fingerprinting and shall be responsible for the live scan fingerprinting and TB costs for their employees. C. Monthly Progress Reports: As requested, the contractor shall provide the City's Project Manager with monthly progress reports, based on weekly summary of work performed by location and referenced to the maintenance schedule. The reports will be due no later than the fifth day of the month following services and is to include the following information: a) Total labor, supervision, and horticultural hours provided at each site. This can be in a spreadsheet format with all applicable sites covered under this agreement. b) Problem areas encountered during the month. City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 Item 6: Staff Report Pg. 23 , Packet Pg. 79 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape c) Monthly chemical application reports for all materials app Services, Inc ,s will include location, application date, materials, amount of material applied, etc. This shall be sent to Parks Manager as well as the City's Public Works Environmentalist Specialist. d) Any additional reports as directed by the City's Project Manager. D. Inventory/Safety Data Sheets (SDS) Within thirty days of the effective date of this agreement, the contractor will submit to the City a list of all chemicals (fertilizers, pesticides, cleansers etc.) that will be used by the contractor on the sites, together with the required SDS. SDS and product labels shall always be in applicator's vehicle in accordance with California Department of Pesticide Regulations. Contractor shall always follow all California Department of Pesticide Regulation's. E. Extra Projects/Landscape Upgrades: All extra projects shall require the submission of a Project Proposal Form or a Work Order Authorization Form. If the contractor does not have available such a form, a mutually agreeable format will be developed. On any extra project or landscape upgrade, the City reserves the right to obtain competitive bids or quotations. Contractor shall use staffing outside of Sections A through F for any approved projects/landscape upgrades. F. Management Philosophy: The contractor shall take a pro -active approach in correcting problems within the contractors span of responsibility and control. Other problems and suggestions for improvements, both short and long term, must be submitted promptly to the City for appropriate action. G. Public Image and Etiquette: Contractor employees shall wear company uniforms, which consist of long pants and shirts with company name and individual's name on the shirt. The contractor's staff when needed shall utilize rain gear, rain boots, safety shoes, and other safety equipment. All contracted employees while on the site shall exhibit a clean, neat professional appearance. Contractor's equipment and vehicles shall also be professional in appearance, exhibit the company name and phone number, and be well maintained for safe operation. All Contractors vehicles must display a placard, legible from 10 feet, with the following language: City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 Item 6: Staff Report Pg. 24 , Packet Pg. 80 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C (Name of Landscape Contractor) City of Palo Alto, Landscape Maintenance Contractor Questions/Comments Contact: (650) 496-6962 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc H. Authorization Required to Begin Work The Contractor shall begin work only after receiving written Notice to Proceed from the City's Project Manager. VI. GENERAL CONDITIONS A. Permits/Parking The contractor shall be issued a free maintenance permit from the City's Department of Transportation. This will allow the contractor's crews to use City parking facilities at no charge during the term of this contract and only while doing landscape maintenance work for the City's Open Space, Parks and Golf Division. Contractor shall follow all parking restrictions throughout the City. B. Payments and Inspection Payment will be made for work satisfactorily completed as called for in this contract. The City's Project Manager and/or Field Service Inspectors shall inspect and notify the Contractor of any unsatisfactory work. Unsatisfactory work shall be corrected within 24 hours. Contractor or contractor's representative shall meet with a representative from the City at least once a month during the life of this contract to inspect work performed. The contractor will bill the City by the 5th of the month following the service. All invoicing shall be electronically submitted. The City will pay the contractor on a monthly basis for labor, equipment and materials provided during the monthly billing period. C. Property Damage Any private or City property damaged or altered in any way during the performance of the work under this contract shall be reported promptly to the City's representative and shall be rectified in an approved manner back to its former condition, prior to damage, at the contractor's expense. Any hazardous conditions noted, or seen, by the contractor that has occurred by any means other than during the performance of the contractor's work, whether by vandalism or any other means, shall be promptly reported to the City's Representative. City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 Item 6: Staff Report Pg. 25 , Packet Pg. 81 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C The contractor is responsible for securing any immediate hazards wi cones, or barricades until a City Representative arrives to the location. D. Safety Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc afety Contractor agrees to perform all work outlined in the agreement in such a manner as to meet all accepted standards for safe practices during the maintenance operation and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all City, County, State or other legal requirements including, but not limited to, full compliance with the terms of the applicable O.S.H.A. and CAL E.P.A. Safety Orders at all times so as to protect all person, including contractor employees, agents of the City, vendors, members of the public or others from foreseeable injury, or damage to their property. The contractor shall be responsible for securing traffic control and safety regulations as related to any City, State, or County requirements while working on medians and/or roadside strips (please refer to the following links for additional information, http://www.dot.ca.gov and www.osha.gov ). The design and operation of work zone traffic controls must comply with U.S. Department of Transportation/Federal Highway Administration guidelines. Contractor shall cooperate fully with City in the investigation of any accident, injury or death occurring on city property, including a complete written report thereof to the Project Manager within twenty-four (24) hours following the occurrence. E. Waste Management The contractor shall haul and deposit all rubbish, debris and green waste in compliance with applicable provisions of Palo Alto Municipal Code Chapter 5.20. Contractor shall use onsite dumpster for garbage, compost and/or recycling located within Park locations and may be able to utilize dumpsters located within City Facilities to deposit the specific debris from that Facility into the correct dumpsters. Contractor is responsible for hauling all rubbish, debris, and green waste to the proper locations within City limits. All green waste accumulated within Sections A through F and Section I of this contract shall be hauled to the City's Municipal Service Center (MSC) and deposited in the green waste bin. a) Separation of Waste All persons shall separate the refuse according to its characterization as solid waste (garbage), compostable materials or recyclables materials. Place each type of refuse in a separate container designated for disposal of that type of refuse. No comingling or mixing of waste is allowed. PAMC 5.20.030(b). b) Colored Bags City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 Item 6: Staff Report Pg. 26 , Packet Pg. 82 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Use of colored bags in public containers. Blue see-through bags fo. Services, Inc miners. Green compostable see-through bags for compost containers. Clear see-through bags for garbage. PAMC 5.20.030(c). The purpose of using colored bags is to keep the three waste streams segregated to the point of placing the bags into the colored metal refuse bins. Bins would be serviced by the City's waste hauler. c) Use of Collectors Containers The Palo Alto Municipal Code Chapter 5.20 requires the City's refuse collector to provide collection services. Contractors collecting refuse at public places or generating waste during landscaping activities are required to utilize City provided refuse container(s). Parks Department will provide the locations for the refuse containers for the contractor to use. The refuse containers will be serviced by the City's refuse collector. PAMC 5.20.040. d) Provide Waste Sorting Training New employees must be trained on the proper separation of waste into the three different categories — recycling, compost and garbage. This must occur within 14 days of being hired. In addition, the contractor is responsible for training all employees at least annually on waste sorting requirements. PAMC 5.20.108(d). GreenWaste of Palo Alto staff can provide this training. Please contact pacustomerservice@greenwaste.org or call (650) 493- 4894. Clippings trimmings, cuttings generated by the Contractor that cannot be used as mulch shall be promptly removed from the work site at the end of the same day the work is performed. F. Project Hours of Operation The contractor's hours of operation shall conform to the hours of 6:00 a.m. to 5:00 p.m. during the life of the contract. The Contractors hours of operation shall conform to the hours of 6:00 a.m. and 3:00 p.m. for medians and roadside strips. Hours of operation in the University and California Avenue Business District are an exception. Cleaning equipment (other than leaf blowers), when used in public streets and public sidewalks within the public right-of-way in business districts shall be allowed during the hours of 10:00 pm and 8:00 am daily, providing no such piece of equipment shall produce a noise level that exceeds 90 dBA measured at a distance of 25 feet (PAMC 9.10.080). Any other exception shall only be authorized with prior approval of the City's Project Manager. G. City Noise Control Ordinance City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 Item 6: Staff Report Pg. 27 , Packet Pg. 83 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape The contractor and any subcontractor shall always conform their operations\ Services, Inc nt of the City of Palo Alto Noise Ordinance (PAMC 9.10), an electronic digest of the provisions can be found at this link PAMC 9.10. Contractors shall not utilize fuel powered leaf blowers. Contractors shall only use electric and/or battery -operated leaf blowers throughout all sections of this contract. H. Spare the Air Days The contractor must comply with regional "Spare the Air" recommendations on designated "Spare the Air Days" that occur throughout the year. At a minimum, no gasoline powered equipment shall be used after 10:00 a.m. on "Spare the Air Days". The City's Field Service Inspectors and/or Project Manager will notify the contractor when a "Spare the Air" alert has been designated. The contractor must coordinate work schedules to accommodate "Spare the Air" recommendations. I. Materials All materials shall be provided by the contractor and shall be the highest quality available. Commercial fertilizers and pesticides shall bear the manufacturer's label and guaranteed analysis. The contractor shall have SDS sheets for all chemicals available upon request. The City's Field Service Inspectors and/or Project Manager must approve all materials. The City reserves the right to contact any vendor directly, if the contractor fails to meet scheduled deadline within Exhibit B. 1. Water is to be furnished by the City. 2. Fertilizer shall be a complete, seasonably appropriate organic (OMRI certified) granular fertilizer furnishing the required percentage of nitrogen, phosphoric acid and potassium to keep lawns, trees, shrubs and other plants in a healthy and vigorous growing condition always. For acidic loving plants (Camellia's, Rhododendron's, Azalea's, etc.) an organic acidic fertilizer shall be used. If there arises a question as to the need for application of fertilizer or the formulation of a fertilizer, soil samples shall be taken from locations specified by the City's representative. They shall be analyzed by a licensed soil analyst at the Contractor's expense and the results and recommendations for the formulation and rates of applications of a complete fertilizer shall be submitted to the City's representative. Contractor shall formulate and apply the fertilizer as per the recommendations of the soil analyst. If the application of iron, zinc or other trace minerals is recommended by the soil analyst or by a recognized plant pathologist to correct a specific soil deficiency, it shall also be applied according to these recommendations at the Contractor's expense. City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 Item 6: Staff Report Pg. 28 , Packet Pg. 84 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 3. Pesticides shall be of the highest quality obtainable, brought to the job site in the original manufacturer's containers, properly labeled with guaranteed analysis. Any necessary permits, recommendations, etc. shall be the responsibility of the contractor. 4. Plant materials shall be of the highest quality, displaying a healthy appearance and of a size relevant to their container size. The City's Field Service Inspectors and/or Project Manager must inspect and approve all plant materials prior to planting. 5. Turf seed shall be of the highest quality available, industry recognized, and approved by the City's Field Service Inspectors and/or Project Manager prior to application. 6. Plant stakes, ties, guy wires shall be of materials to match those existing on the site or approved equal. Below is a chart showing common materials specified and estimated quantities to be used in this contract for each year. It is the contractor's responsibility to confirm the amounts listed below for accuracy and take into consideration other materials listed within the sites specifications that may not be captured below. City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 Item 6: Staff Report Pg. 29 , Packet Pg. 85 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Approx. Amounts of Materials to be used in Sections A, B, C, ><,, Services, Inc Year of Contract Each Material Type Estimated Quantities PRZ (70% TD -320 sand 30% organic compost (1/4" minus, shall be free/screened of rocks, trash, clumps, and other debris) or approved equal Approx. 254 cubic yards Engineered Wood Fiber for Playground Safety Surfacing Approx. 700 cubic yards Playground Sand (specific type to match existing) Approx. 200 tons Bowling Green USGA Kiln Dried Sand Approx. 18 tons 20% blue grass/ 80% perennial rye grass Approx. 12,000 Ibs OMRI Approved 5-6-6 Starter Fertilizer Approx. 13,500 OMRI Approved 10-2-8 Fertilizer Approx. 43,062 Ibs Baseball Infield Mix Approx. 125 tons J. Shrub, Tree and Ground Cover Care Maintain all shrubs and all ground cover in a healthy growing condition by performing the following operations and other work incidental thereto: City of Palo Alto General Services Agreement 21 Rev. March 29, 2018 Item 6: Staff Report Pg. 30 , Packet Pg. 86 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape 1. Water Management — Contractor shall hand water all p Services, Inc have automated irrigation. Water to establish moisture to the full depth of the root zone. Watering shall be done in a manner to avoid erosion, excessive runoff, puddles, or creation of a waterlogged soil condition. Upon request of Field Service Inspector, hoses and portable sprinklers shall be used to supplement the irrigation system where necessary to ensure complete coverage. 2. Pruning and Trimming A. Pruning and trimming, shall be done by a qualified, trained professional personnel. Documentation of training and experience shall be given to City's Project Manager upon request for each employee. B. Excessive pruning or stubbing back shall not be permitted. C. All pruning cuts shall be properly made: They shall be cleanly cut with no tearing of the bark. D. The Contractor is responsible for replacing, at their cost, any damage to plant materials caused by excessive pruning, improper pruning techniques, poor equipment, etc. E. All dead or damaged branches shall be removed immediately from shrubs and ground covers. Any dead or damaged branches located in trees shall be secured (either by the means of caution tape, cones, or barricades) and reported to City's Field Service Inspectors and/or City Project Manager. F. Pruning and trimming of shrubs and ground cover shall be done as needed, and/or requested by Field Service Inspectors, to achieve the following: I. To cut back branches that are rubbing on walkways, fences and impairing or posing a safety hazard to pedestrians, bicycles, or vehicles. Contractor shall not prune any tree branches. II. To maintain desired shape of plant material. I II . To maintain proper maintenance on plant material. IV. To remove dead branches, diseased sections of shrubs, spent flowers, etc. G. Staking Plant Material City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 Item 6: Staff Report Pg. 31 , Packet Pg. 87 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Maintain and replace stakes and plant ties with equal mi., Services, Inc and replace plant ties to provide support without chafing of bark. Plant ties shall be loosened accordingly to avoid chafing of bark. Additional stakes and/or guys shall be placed from time to time to correct misshaping caused by wind. Stakes and guys shall be removed upon request of City's Field Service Inspectors and/or Project Manager. 3. Flower beds and perennial areas shall be raked, cultivated, and pruned/dead headed as needed, but no less than once per week. 4. Ground cover along curbs must be kept within curb and height trimmed as needed. 5. Ivy ground cover shall be mowed with a composting mower once a year in the winter as scheduled by City's Field Service Inspectors and/or City's Project Manager. Areas are to be determined by City's Field Service Inspectors. Most ivy/ground cover areas have irrigation, primarily fixed risers. The City shall flag all irrigation components prior to ivy mowing. The contractor is responsible for repairing any damage to the irrigation system due to negligence. 6. Tree Pruning/Maintenance a) No tree pruning shall be performed to any trees at any site in this contract unless authorized by Field Service Inspector and/or Project Manager. b) All trees that measure below the A.D.A height requirement of 84" above ground level shall be reported to City's Field Service Inspectors and/or City Project Manager. Field Service Inspectors and/or Project Manager will schedule the tree pruning with City's Public Works Tree Department. c) Suckers located at the base of each tree shall be removed by trained employees, limited to only using hand pruners. City contractor will designate employees that have been trained to perform this duty and have been trained by City Staff to perform this duty. Hedge trimmer, line trimmer, herbicides or any other type of mechanical or chemical mechanism shall not be used to remove or control suckers. d) Tree volunteers shall be removed at first sight. These volunteers shall be removed before reaching 4ft in height but are preferred to be removed by 2ft. If the height exceeds 4ft, tree volunteer shall be reported to Field Service Inspectors and/or Project Manager for proper postings and removal process through Public Works Tree's Department. e) Contractor shall keep tree wells weed free and mulched with a 3" deep layer to assist in suppressing weeds in Parks, Medians, and City Facilities. Tree well diameters may vary dependent on location, size, and drip line of trees. A minimum City of Palo Alto General Services Agreement 23 Rev. March 29, 2018 Item 6: Staff Report Pg. 32 , Packet Pg. 88 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C of a 6ft in diameter, or 3ft in all directions from the tree tru Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc A unless otherwise directed by Field Service Inspectors and/or Project Manager. VII. INTEGRATED PEST MANAGEMENT (IPM) and SUSTAINBLE LANDSCAPING ined The City of Palo Alto has an award winning IPM program and received Department of Pesticide Regulation IPM Innovator Award in 2003 and 2011. The City's IPM policy and practices have improved pest control and plant health and reduced staff and environmental exposure to pesticides. Total pesticide uses from 2013 to 2016 was reduced to an average of 105 pounds per year, a reduction of 73% since 2001-2007.The City prioritizes maintaining site conditions to maximize plant health to minimize pests. Preferred pest management techniques include using California native plant species or varieties that resist pests; plant selection, pruning, fertilizing, and irrigation practices that reduce pest problems and disease and selecting the least toxic chemical control options for pest management as a last resort. Contractor must: 1. Demonstrate in the proposal how pest management is performed to minimize pesticide use and to favor least -toxic pesticides when chemical use is needed; 2. Highlight any company IPM and BayFriendly/Rescape expertise; 3. Within 45 days and annually on the anniversary of this agreement, the Contractor shall submit to the City's Open Space, Parks and Golf Division an Integrated Pest Management Plan that complies with the City of Palo Alto IPM policy, goals and specifications outlined in this RFP. This IPM program shall be reviewed annually for updates and modifications with Open Space Parks and Golf Division staff. Frequent and thorough site inspections, on foot, will be needed to ensure no major infestations occur. The priority in addressing pests will be to conserve naturally occurring beneficial insects using selective applications of the least toxic effective materials; 4. Contractor shall provide any SDS sheets of chemicals that will be utilized; 5. The City's contractor must comply with the City's Municipal Regional Storm Water Permit requirements to avoid pesticide runoff to creeks and San Francisco Bay. The contractor will be required to: a) Submit the Contractor Pesticide Use Log in Excel format to the City's Project Manager within ten business days upon request (usually requested annually in December). The Excel form will be provided by the City and include specific date and application information. This information is used in the City's annual Pest Management and Pesticide Use Report. The City is required to report the total quantity of the active ingredient used as a permit condition and requires additional information beyond County Agricultural pesticide use reporting requirements. b) Agree to permit provisions that require a City of Palo Alto Project Manager or Watershed Protection Manager to periodically shadow work to confirm City of Palo Alto General Services Agreement 24 Rev. March 29, 2018 Item 6: Staff Report Pg. 33 , Packet Pg. 89 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape that pesticide applications conform with pesticide pra. Services, Inc ,jthe contract; c) Prohibit company use of any of the following pesticides without written permission from the City's Project Manager: • Carbamates including: aldicarb, carbaryl, propoxur, oxamyl and terbucarb • Diamides including: Broflanilide, chlorantraniliprole, cyantraniliprole, cyclaniliprole, cyhalodiamide, flubendiamide, tetraniliprole • Diuron; • Indoxacarb; • Organo-phosphates including: chlorpyrifos, diazinon, and malathion; • Pyrethroids (allethrins, bifenthrin, cyfluthrin, cyhalothrin, cypermethrin, cyphenothrin, deltamethrin, esfenvalerate, etofenprox, flumethrin, imiprothrin, metofluthrin, momfluothrin, permethrin, prallethrin, resmethrin, sumethrin [d-Phenothrin], tau- fluvalinate, tetramethrin, tralomethrin); • Neonicotinoids: acetamiprid, clothianidin, dinotefuran, imidacloprid, imidaclothiz, nitenpyram, nithiazine, paichongding, thiacloprid, and thiamethoxam. d) Provide a list in advance of herbicides or other pesticides that are proposed for use for pre -approval by the City's Watershed Project Manager/IPM Coordinator. The list must include the product name, active ingredient and EPA ID number. All chemicals must be approved for use prior to application. 6. Demonstrate in the proposal how weed control is maximized prioritizing non - chemical weed management techniques. City of Palo Alto relies on weed prevention as its first line of defense using thick mulches to suppress weeds, mowing, hand removal, weed flower and seed removal, sheet mulching and least toxic chemical control as a last resort. Using these strategies, the City of Palo Alto has reduced herbicides by as much as 89% compared to highest use years. For the properties listed in this proposal, the City Palo Alto only uses herbicides in spot treatments (applying the herbicide to each weed) in the following situations: a) In select planter beds, fence lines, or cracks in hardscapes as needed — typically two times per year; b) to control invasive weeds that can overtake native plants; c) to control weeds such as thistles and foxtails which harm dogs and trail users. 7. Contractor shall comply with all the products SDS and label, as well as the California Department of Pesticide Regulations when applying any pesticide. 8. Use only OMRI Certified Fertilizers, unless otherwise approved by City's Project Manager; City of Palo Alto Integrated Pest Management Policy. City of Palo Alto General Services Agreement 25 Rev. March 29, 2018 Item 6: Staff Report Pg. 34 , Packet Pg. 90 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape A. Pest control shall be done only by qualified, trained personnel, under the, Services, Inc iState licensed pest control operator, using materials approved by the City's Field Service Inspectors and/or Project Manager. The pesticide application shall be done with extreme care to avoid any hazard to any person, pet, or wildlife in the area or adjacent areas, or any property damage. Application shall be in strict accordance with all governing regulations. The Contractor must provide, within 30 days of the Notice to Proceed, their Pest Control Operators License, and the names and license/certification numbers of any individuals responsible for or applying pesticides in accordance with this agreement. Upon request by Field Service Inspectors and/or Project Manager, contractor shall supply the City an updated list of employees that have received the yearly Herbicide Application Training requirement per California Department of Pesticide Regulation. B. All pest infestations shall be reported to the City's Field Service Inspectors and/or Project Manager. The Project Manager prior to application shall approve all pesticides applications. Records of all pest control operations stating dates, locations, times, methods of application, chemical formulations, applicators names and weather conditions shall be made and retained in an active file for a minimum of three (3) years. C. Rodent Control- Contractor shall control gophers, moles and other rodents causing damage to City Property under the site area of responsibility using trapping only or other approved methods without the use of Rodenticides. Rodenticide shall not be used. In the event of visible evidence of such pests, contractor will restore the area to its proper condition if the damage is current and prevention is within the contractor's control. D. All chemicals requiring a special permit for use must be registered with the county Agricultural Commissioner's Office (CDPR) and a permit obtained with a copy to the Parks Open Space, and Golf Division. E. All regulations and safety precautions listed in the "Pesticide Information and Safety Manual, published by the University of California and the Pesticide Safety Information Series (PSIS) published by the California Department of Pesticide Regulation shall be adhered to. F. Spraying is not permitted during heavy traffic (vehicle, bicycle, or pedestrian) periods or when winds create uncontrollable material drift and/or exceeds 5mph and/or as directed per chemical label. The Field Service Inspector and/or Project Manager will permit no spraying without prior approval and could permit no spraying if he/she believes one of the above is in violation. Contractor is to contact Field Service Inspectors for ideal times to spray certain sites when traffic is at its minimum to avoid conflicts with Park users. G. Pesticide Use in Sections A through F. All sites in Sections A through F shall be treated as Pesticide Free, unless otherwise requested by City's Project Manager. City of Palo Alto General Services Agreement 26 Rev. March 29, 2018 Item 6: Staff Report Pg. 35 , Packet Pg. 91 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape However, if a new herbicide is approved for use in California that Services, Inc .4 the effectiveness of glyphosate, with City's approval, there may be flexibility to use that herbicide in certain locations within this scope. Regardless of any City approved pesticides, no pesticide may be used within 100 feet of any playgrounds and creeks at ALL sites. H. Pesticide Free Sites- No pesticides of any kind shall be used on designated Pesticide Free Sites. Pesticide Free sites are listed below: Pesticide Free Parks 1) Bol Park 2) Boulware Park 3) Cameron Park 4) El Palo Alto Park 5) Flood Basin (excludes aquatic portions, no fertilizers used on turf as well) 6) Hopkins Creek Side Parquets 7) Mayfield Park/College Terrace Library 8) Monroe Park 9) Sarah Wallis Park 10) Scott Park 11) Terman Park 12) Ventura Community Center 13) Weisshaar Park 14) Werry Park Pesticide Free City Facilities 1) Adobe Creek Substations 2) Animal Control Services (this includes no fertilizers on turf areas) 3) Children's Theater 4) Hale Well Substation 5) Matadero Well Station 6) Mitchell Park Library and Community Center 7) Ventura Community Center 8) Water Quality Control Plant (please see Section H for scope) 9) San Francisquito Creek Pump Station 10) All Community Gardens I. Temporary notice shall be posted during and after a City location within this scope (excludes Pesticide -free Parks) has been sprayed. All areas sprayed shall be flagged and signed until the chemical has completely dried according to product label and/or SDS. Signs shall be provided by City upon the request of the contractor. City of Palo Alto General Services Agreement 27 Rev. March 29, 2018 Item 6: Staff Report Pg. 36 , Packet Pg. 92 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc J. Contractor shall replace any plant material that has suffered severely due to lack of proper pest management techniques and/or overspray of chemical (pesticides, herbicides, etc.), if such pest control is possible and practicable K. All treated areas must be posted and monitored during and after pesticide application until material has settled and treatment area is completely dry accordingly to product label, SDS, and California Department of Pesticide Regulations. No unprotected person, pet, or wildlife may enter a treated area until all re-entry intervals have been met. Contractor shall comply with all California Department of Pesticide Regulations laws when applying any pesticide within the scope of this contract L. Weeding All areas, including but not limited to: shrub beds, flower beds, groundcover beds, tree wells, paved areas, sidewalks, cracks, stairways, pavers, expansion joints, decomposed granite paths, picnic areas, playgrounds, under bleachers/benches, shall be kept maintained at an acceptable level. Weeds shall be removed whenever the appearance becomes unsightly or when requested to do so by City's Field Service Inspectors and/or Project Manager. M. Fertilization Fertilize shrub, ground cover, and planter bed areas three times a year with OMRI approved Nature Safe 10-2-8 (or approved equal). Fertilizer shall be applied in the spring, summer and in the fall not to exceed 6,000 lbs. per year. N. Replacement of Material Remove dead and damaged plants and replace with material of equivalent size, conditions and variety, subject to approval and purchase of City Project Manager. Labor shall be provided by the Contractor in a timely manner. Plant material shall be provided by the City's Open Space, Parks and Golf Division unless damaged is caused by Contractor's negligence (i.e. chemical damage, mechanical damage, water stress.) Damage not resulting from Contractor's negligence, such as vandalism, vehicle, or weather shall be reported promptly to the City's Field Service Inspectors and/or Project Manager. Contractor shall inspect all sites prior to the contract and contact Field Service Inspectors and/or Project Manager with any concerns regarding the condition of plant material. O. Nurturing Soil Health: City of Palo Alto General Services Agreement 28 Rev. March 29, 2018 Item 6: Staff Report Pg. 37 , Packet Pg. 93 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Leaf drop shall become part of the mulch layer in the trees, shrubs or g Services, Inc in an attractive manner and away from high traffic areas. Leaf debris shall not exceed 4" in depth and not be allowed to enter storm drains. Natural drainage swales, culverts and storm drain inlets shall be kept clean. Mulch shall not interfere with the health of all plant material. Leaf debris shall not be blown onto turf and be mowed/mulched. If leaf debris poses a fire hazard, per the request of City's Field Service Inspector and/or Project Manager, all leaf debris must be cleaned up. P. Urban Forestry Mulch (wood chips) shall be maintained under all trees and shrubs and on bare soil with a minimum 3 -inch layer. Mulch shall be provided by City's Public Works Tree's Department. All labor costs regarding, but not limited to spreading, transporting, and maintaining the mulch shall be covered by the contractor. VIII. TURF MAINTENANCE A) The following turf maintenance guidelines apply to all turf areas included in this agreement (unless otherwise specified). Turf shall be maintained areas in a healthy, safe, and aesthetically pleasing condition by performing the following operations and other work incidental there to: a. Mowing - All turf areas are to be mowed once a week. An additional weekly mowing may be requested due to weather conditions, special events, and growth flush after fertilizing. Mower settings are to be at 2" to 3" in height, depending of turf variety. All clippings shall be removed when unsightly and requested by the City's Field Service Inspectors and/or Project Manager or be mulched using mulching blades dependent on the number of clippings. All turf areas at each site must be mowed on same day. b. Aerification - All turf areas are to be aerified twice a year, Spring (by the end of May) and Fall (by the end of October). Core size shall be at least 3/4" in diameter and 3" - 4" in depth and aerated in two directions. Hydraulic and/or gas aerators may be requested by Field Service Inspectors if depth is not being met. Cores do not need to be removed. c. City staff shall flag/mark irrigation system heads, valve boxes, and quick couplers. Contractor shall notify City Staff of aerification scheduling minimum of two days prior to start of aerification. Contractor is responsible for repairing any damage caused by aerification equipment. This includes but not limited to, irrigation boxes, quick couplers, sprinkler heads, valves, etc. d. Edging - All turf edging shall be edged at least once per month. Examples of edges: along pathways, walkways, around shrubs, trees, sprinklers heads, valve boxes, mow bands, City of Palo Alto General Services Agreement 29 Rev. March 29, 2018 Item 6: Staff Report Pg. 38 , Packet Pg. 94 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape curbs, benches, light poles, or any other fixed object. HERBICIDES Services, Inc ,AJSED AS A EDGING TOOL. Care must be taken not to damage trees, shrubs, or any other fixed object with edging equipment. String trimmer damage to trees and roots will not be tolerated. e. Grub/Larvae Control — Contractor shall keep all turf areas free of grubs and larvae. Damage caused by grubs and larvae shall be re -seeded with an approved turf seed. Nematodes or an organic product approved by City's Field Service Inspectors and/or Project Manager, shall be the only means of treatment. f. Fertilizing turf shall be done three times annually early Spring (by the end of March), Tate Spring early Summer (by the end of May), Fall (by the end of October) using 6 pounds per 1,000 square feet, using OMRI approved NatureSafe 10-2-8 all seasons organic fertilizer (or approved equal) at a rate of 1.0 pound of actual nitrogen per 1,000 square feet. g. Safety hazards must be addressed immediately. Fill holes in turf areas immediately, regardless of cause, as they develop with enough soil to prevent tripping hazards. Soil shall be provided by City unless due to Contractors neglect, then Contractor shall supply soil. Contractor is responsible for picking up soil from City's Municipal Services Center (MSC). h. Contractor shall re -seed small bare areas, not to exceed 200 sq. feet per park, on a monthly basis using materials and methods approved by the City's Field Service Inspector and/or City's Project Manager. These methods shall consist of the same materials used for turf renovations as specified in this contract. i. Turf Sweeping — The contractor shall sweep turf areas manually or mechanically at the request of the City's Field Service Inspectors or City's Project Manager. Sweeping will be requested to remove or disperse excess turf clippings or leaves. Requests will be more frequent during the fall season, after wind related events, and skipped mowing intervals by the Contractor. B) Playing Fields Maintenance Procedure The contractor shall apply Playing Field Maintenance Procedures to the following sites May through September per each year of contract: 1) Briones Park 2) Cubberley Community Center (see Section G for additional details) 3) Eleanor Park 4) Hoover Park 5) Peers Park 6) Mitchell Park City of Palo Alto General Services Agreement 30 Rev. March 29, 2018 Item 6: Staff Report Pg. 39 , Packet Pg. 95 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C 7) Ramos Park 8) Rinconada Park 9) Robles Park 10) Seale Park 11) Ventura Community Center Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc a. All playing fields shall be mowed twice per week. Mower settings are to be at 2" to 3" in height, depending of turf variety. b. Playing field turf areas shall be aerated once per month using a conventional slicing/shattering tines drum aerator like the Aerway slicing aerator. This will be completed by aerating in one direction. All sprinklers, quick couplers, or other impediments shall be flagged by City staff before this procedure is initiated. c.All playing fields shall be slit seeded once per month. Seeding rates shall be 20% Bluegrass and 80% Perennial Rye grass or approved equal. Contractor shall provide Bermuda seed or another variety of sport turf seed upon request of the Field Service Inspectors. Field Service Inspectors shall approve Bermuda type prior to seeding area. Seed varieties must be industry recognized for quality and approved by City's Field Service Inspectors and/or City's Project Manager. Both seed varieties shall be applied uniformly, by separate applications of 2 lbs. per 1,000 square feet for blue/rye and 43-86 lbs. per acre for Bermuda. d. Contractor shall provide verification of seed varieties (seed label tags) and quantities (shipping tags) during and after each area of renovation. Contractor will document all procedures and provide a daily diary of grow -in activities. e. Field areas will be fertilized using OMRI approved NatureSafe 5-6-6 starter organic fertilizer (or approved equal), to enhance germination and initial seed vigor. Fertilizer is to be evenly distributed at 2 lbs. per 1,000 square feet. Areas shall be fertilized after each slit seeding has been completed. f. City shall furnish water and all watering schedules. Contractor shall report watering concerns to City's Watering Manager, Field Service Inspectors and Project Manager throughout grown -in period. C) Soccer Field/Turf Renovation Procedures a. Orange snow fencing shall be installed to isolate field renovation area from use or encroachment by the general public. Six -foot -high portable chain link fence shall be used for Cubberley Community Center and Mitchell Park Dog Run turf renovations. Fence opening shall be locked using the contractors lock and City's Corbin lock, linked together. City of Palo Alto General Services Agreement 31 Rev. March 29, 2018 Item 6: Staff Report Pg. 40 , Packet Pg. 96 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape b. A minimum of four signs (additional signs may be requested) mus' Services, Inc Who What Where Fact sheet format. City shall provide contractor with appropriate signs. Contractor shall post all signs onsite, upon request. Fenced area shall be placed in a manner not to interfere with irrigation system watering the newly renovated area. Contractor shall be responsible to maintain all fencing throughout the renovation period. c. If necessary and upon approval of Field Service Inspectors and/or Project Manager, the field shall be treated with an approved herbicide to eliminate weeds posing safety hazards. d. Turf areas shall be scalped mowed down to approximately 1.5". Excess clippings shall be cleaned up and disposed. e. All turf areas will be double aerated using either a conventional drum aerator or a pull behind mechanical hydraulic and/or gas tine aerator. This will be completed by aerating in two perpendicular directions. All sprinklers, quick couplers, or other impediments shall be flagged by City staff before this procedure is initiated. Core size shall be 3/4" diameter minimum, using a deep hollow tine aerator to a depth of 3" to 4". f. The turf areas shall be dragged after aeration to break up cores. After dragging has been completed, holes or low spots greater than 1" in depth are to be filled with PRZ Mix (70% TD -320 sand, 30% organic compost (1/4" minus, shall be free/screened of rocks, trash, clumps, and other debris)or approved equal by Field Service Inspector/Project Manager. g. The goal is to level the field and eliminate low spots and bumpy areas to create a consistent and even playing field (25 cubic yards per full size soccer field is an estimated amount needed to achieve this result) The contractor must provide a sufficient amount of soil to achieve the desired field grade. h. After leveling all fields, broadcast seeding shall be used to seed entire turf area. Seed rates shall be 20% Bluegrass and 80% Perennial Rye grass (Fiesta 4) or approved equal at 2501bs per acre. Contractor shall provide Bermuda seed or another variety of sport turf seed upon request of the Field Service Inspectors. i. Approximately 150 yards of PRZ Mix (70% TD -320 sand, 30% organic compost (1/4" minus, shall be free/screened of rocks, trash, clumps, and other debris) or approved equal shall be top -dressed at a thickness of %" on entire turf area. Field Service Inspector and/or Project Manager shall provide the final amount of topdressing mix needed. J. Field areas will be fertilized using OMRI approved NatureSafe 5-6-6 starter organic fertilizer (or approved equal) to enhance germination and initial seed vigor. Fertilizer is to be evenly distributed at 10 pounds per 1,000 square feet. City of Palo Alto General Services Agreement 32 Rev. March 29, 2018 Item 6: Staff Report Pg. 41 , Packet Pg. 97 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape k. Contractor shall be responsible for grow in of the renovated Services, Inc udes notifying Field Service Inspectors, Project Manager and Watering Manager if there are any necessary irrigation adjustments needed for optimal turf grow. Upon request of Field Service Inspector and/or Project Manager, contractor shall re -seed bare areas that did not take during the initial grow -in period. I. Contractor shall provide verification of seed varieties (seed label tags) and quantities (shipping tags) as requested by Field Service Inspector and/or Project Manager. m. Soccer field and turf renovation shall be completed within 10 working days after the date upon which notice to proceed is issued by Field Service Inspectors or Project Manager. IX. GENERAL MAINTENANCE AND CLEANUP The following general maintenance and clean up guidelines apply to all areas included in this agreement. A. All clippings, trimmings, cuttings generated by the Contractor shall be promptly removed from the work site at the end of the same day the work is performed. B. All areas covered by this agreement, including but not limited to areas around shrubs and trees, non -landscaped islands, sidewalks, patios, planter beds, curbs and gutters shall be kept free from weeds, litter, rocks, glass and debris. Debris including, but not limited to: paper litter, leaf and plant debris, household furniture, household appliances, cardboard, cigarette butts, shopping carts (shall be returned to local business on same day), animal feces, biohazards (human feces, vomit, hypodermic needles), illegal drug paraphernalia, and vehicle parts. The Contractor shall provide its employees' OSHA approved environmental, health and safety training to ensure compliance with all federal, state, and local laws or regulations. C. Paved areas in all sites, including play and picnic areas, shall be swept and cleaned of any dirt, debris, weeds, litter or soils. D. Picnic Area: All Tables, benches and barbecue pits shall be kept cleaned. BBQ pits debris shall be removed twice weekly, Mondays and Fridays year-round. Picnic area tables, BBQ pits and benches shall be scrubbed and washed using a biodegradable cleanser. E. Sand volleyball court and horseshoe pits shall be kept raked and cleaned of any debris. Sand shall be furnished by Contractor on an "as -needed" basis, type to be determined by Field Service Inspectors. F. All parks shall be inspected by contractor for glass and other safety hazards by 10:00 a.m. daily. City of Palo Alto General Services Agreement 33 Rev. March 29, 2018 Item 6: Staff Report Pg. 42 , Packet Pg. 98 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1 B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape G. All decomposed granite pathways must be raked and not blown wherL Services, Inc Field Service Inspectors and/or Project Manager. Upon approval of Field Service Inspector or Project Manager, contractor may water down decomposed granite pathways prior to using an electric blower to clean pathways where indicated by Field Service Inspectors. H. Ornamental recycling/compost/garbage enclosures shall be kept clean with a biodegradable cleaner. All garbage, recycling and compost containers must be emptied at the sites listed in this agreement. Garbage, recycling and compost containers more than half full must be emptied into their correct locations (example: recycling shall be recycled, compost shall be composted). Mechanically or physically compressing garbage is not permitted in lieu of emptying. All garbage, recycling and compost containers must be emptied on Mondays and Fridays. All garbage cans must have a garbage can liner. The Contractor is responsible for providing all recycling, compost and garbage liners. Blue see-through bags for recycling containers. Green compostable see-through bags for compost containers. Clear see- through bags for garbage. Re -using soiled garbage can liners are not permitted. Please see VI General Conditions, E. Waste Management for further details. Skate bowls, multipurpose bowls and handball courts must be kept clean. Bowls and handball courts are located at: Mitchell Park, Rinconada Park, Robles Park, Eleanor Park, and Hoover Park. J. All signs including but not limited to Park signs, Park rules signs, and ornamental signs shall be kept clean. K. All drinking fountains shall always be kept clean and free of debris. X. PLAYGROUND AND PLAYGROUND EQUIPMENT MAINTENANCE The following playground and playground equipment maintenance guidelines apply to all playground areas included in this agreement. Playground and playground equipment maintenance shall be performed daily (Monday through Friday for all Parks, Sunday through Saturday for Mitchell Park and Rinconada Park). Contractor shall post sign(s) in the playground stating, "Playground is Closed for Cleaning" during each cleaning. Playgrounds shall be thoroughly cleaned and inspected by 10:OOam at all sites. Contractor shall follow the below guideline in the following order. 1) Contractor shall first walk entire playground picking up litter and inspecting for damaged or broken playground equipment presenting safety hazards. City of Palo Alto General Services Agreement 34 Rev. March 29, 2018 Item 6: Staff Report Pg. 43 Packet Pg. 99 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C 2) After completion, contractor shall level low spots within use zon equipment. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc d 3) After leveling has been completed, contractor shall clean all playground equipment and surfacing in and around the play area. A. All playground sites and equipment shall be inspected at the start of each workday. The fall cushioning material (sand, wood fiber, rubber surfacing) shall be cleaned and raked level to remove any foreign and hazardous material and neatly groomed daily. B. Any playground equipment showing damage, vandalism or otherwise presenting an unsafe condition shall be reported immediately to the Field Service Inspectors and/or Project Manager and use caution tape, cones and/or barricades to secure area. If playground equipment is out of order and barricades, safety cones, and/or caution tape is used to secure the area, the contractors shall be responsible for re -securing the area daily until issue is resolved. C. Special attention shall be made to areas around and immediately adjacent to play equipment. The fall cushioning material in these areas shall be leveled by distributing material from high areas to low areas, material shall be added to edges. Edges shall not have a lip that exceeds 3 inches in height where applicable or requested by Contractor Manager or Field Service Inspector. D. During the leveling and distribution of fall cushioning material, no concrete footings or bases of play equipment shall be exposed that could allow children to trip or fall on. E. During regular maintenance, the raking and filling of depressions shall be done in a manner to prevent material compaction. Material shall be rototilled in compacted areas upon the request of Field Service Inspectors. The Contractor is responsible for supplying material (sand, engineered wood fiber, etc.) to playgrounds so that the uniform depth always meets safety guidelines (American Society of Testing Materials (ASTM) 1292 and ASTM 2223). Contractor shall provide labor to install all fall cushioning materials and material shall be applied within 30 days of initial request. If unable to meet deadline, contractor shall supply an electronic letter from the supplier stating the reason for not meeting the time frame listed above. If the contractor is not able to provide the City this information, the City reserves the right to contact the vendor directly. All play areas with sand and fiber shall be maintained between 9" to 12" to meet ASTM and CPSC Standard and Guideline compliance. Contractor shall supply an approximate amount of 700 cubic yards of engineered wood fiber and an approximate amount of 200 tons of playground sand per year of this contract. Fiber must have a certificate showing its compliance for use as a playground fall cushioning material. Certificate shall be given to City's Project Manager prior to installation. Materials will be specified by Field Service Inspectors and/or Project Manager for each site. Please note types of playground sand differ City of Palo Alto General Services Agreement 35 Rev. March 29, 2018 Item 6: Staff Report Pg. 44 Packet Pg. 100 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape from site to site. Contractor shall be responsible for providing a s, Services, Inc with appropriate specifications prior to receiving approval from the City's Fields Service Inspectors and/or Project Manager. Sand will be blown back into the appropriate sand areas and kept out of all adjacent landscaping and walkways. If contractor is found to be blowing sand outside of the appropriate sand areas, the amount of sand listed above may increase. Contractor shall supply a copy of the invoices from the suppliers to City's Contract Manager and Field Service Inspectors. If materials are mixed in a play area (example: sand and fiber), incorrect material shall be removed and replaced by contractor with original material intended for the area. Contractor is responsible for providing the intended material for that area. Sand must always be kept separate from fiber. F. The raking and distribution of fall cushioning material around and below the play equipment shall meet CPSC and ASTM Guidelines and Standards. This condition shall extend through the use zone of any part of the play equipment. Use zones vary depending upon equipment type. The Contractor shall consult with the Field Service Inspectors and/or Project Manager for questions regarding use zones around playground equipment. Contractor shall match existing sand or engineered wood fiber. G. All play areas shall be maintained free of litter, cans, pop tops, broken glass, sticks, Band- Aids, rocks, cigarette butts, ropes, toys, and other harmful and unsightly debris. Sweep or blow walkways around play areas and return fall cushioning material to play area. Gather loose belongings and set aside on a bench for two days until disposing. Items of value that are found shall be turned into the City's Field Service Inspectors and/or Project Manager. An example of these items are wallets, purses, backpacks, etc. XI. HOMELESS ENCAMPMENTS The contractor shall report to the Field Service Inspectors and/or Project Manager signs of any homeless encampments on all sites listed in this agreement. The contractor at the request of the Field Service Inspector and/or Project Manager shall remove incidental litter/debris generated by any homeless activity. The contractor at the request of the Field Service Inspector and/or Project Manager must remove encampments debris generated by any homeless activity after the encampment has been posted for removal by the Palo Alto Police Department. Encampment debris, including but not limited to cardboard, plywood, shopping carts, blankets, sleeping bags, coolers, tents, tarps are to be disposed of. The contractor shall cover all costs related to dumping fees. XII. EQUIPMENT City of Palo Alto General Services Agreement 36 Rev. March 29, 2018 Item 6: Staff Report Pg. 45 , Packet Pg. 101 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape The contractor shall provide a list of equipment inventory to be used during Services, Inc their bid submittal (see Attachment B-1 Equipment). The inventory list must include description, model/make, and picture of equipment to be used for the maintenance of the landscaped and non - landscaped grounds specified in this contract. Example List of Equipment Inventory. List of Equipment Inventory Description Make/Model Image of Equipment Amount 1) 36" Stand- On Mower Toro GrandStand 36" 4 2) 11' Ride -On Mower Jacobsen HR600 Large Area Rotary Mower it = i 2 3) Line Trimmer Shindaiwa T302 4 Q/ mei IF 20 4) Greens Mower Toro Greensmaster Flex 1018 la" 2 5) Electric Blowers Stihl BGA 86 w/ 3000 L Battery Ammo -ThAR ._ _lego r s I- . r 18 City of Palo Alto General Services Agreement 37 Rev. March 29, 2018 Item 6: Staff Report Pg. 46 Packet Pg. 102 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C The contractor's list of equipment inventory shall include but is not limited • 36" and 72" mowers • large rotary riding mower with a minimum of a 11' wingspan • aerator's o walk behind hollow tine aerator for Bowling Green o slicing aerator for Sports Fields Maintenance o hollow tine aerator for regular aeration specification • slit seeder • generators • line trimmers • pressure washer • two greens mower with groomer attachment • an artificial synthetic turf broom w/ magnet attachment (to maintain artificial turf field) • walk behind thatcher • battery operated leaf blowers that satisfy the City of Palo Alto's noise ordinance requirements. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc The contractor shall always furnish and maintain enough equipment as necessary to perform the work of this contract. Such equipment shall be subject to the inspection and approval of the Field Service Inspectors and/or City's Project Manager. If the contractor is unable to consistently provide the necessary equipment to perform the work, it may be considered a breach of this contract. City of Palo Alto General Services Agreement 38 Rev. March 29, 2018 Item 6: Staff Report Pg. 47 , Packet Pg. 103 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C SITE LOCATIONS AND SPECIAL INSTRUCTIONS Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Site names, locations, address (when applicable) are listed below. Special maintenance instructions are listed, when applicable, for each site and shall be adhered to, in addition to, all other maintenance requirements listed in these specifications. Site names, location, address (when applicable) are also listed on the City of Palo Alto Landscape Maintenance Goo le map. Section A — Medians and Roadside Planter Strips Section B — Parking Lots and Parking Garages Section C — Parks Section D — City Facilities Section E — Utility Sub -Stations and Well Sites Section F — Tennis and Pickleball Court Cleaning SECTION A MEDIANS AND ROADSIDE PLANTER STRIPS Medians are defined as a landscaped area between traffic lanes used for the control of traffic. Roundabouts/traffic circles are considered medians in this scope. Roadside planter strips are defined as landscaped areas between sidewalk and roadway. Bioretention basins are defined as basins that collect storm water runoff into the treatment area which consists of plant materials. A. MEDIANS AND ROADSIDE PLANTER STRIPS Item 1 - Alma St East and Center Medians. —From San Antonio Rd. to Ferne and Greenmeadow to East Meadow. Keep plant material at 8" in height at all times for visibility at the corner of Ferne and Alma St. Includes planter area on east side of Alma and East Meadow (between sidewalk and residents fence line). Trim ground cover 2 feet away from fence. Trim ground cover off fence upon resident request. Includes center median on Alma, south of San Antonio Ave. City of Palo Alto General Services Agreement 39 Rev. March 29, 2018 Item 6: Staff Report Pg. 48 Packet Pg. 104 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 1A - Alma St. West- Alma between EI Carmelo and EI Dorado, corners Alma, corners at West Charleston and Alma Keep all plant material below 3ft in height at West Meadow and West Charleston. Maintain plant material located between EI Carmelo Ave. and EI Dorado Ave. Item 2 - Arastradero Rd. — Clemo Ave to east of Deer Creek Rd. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc A and Includes center medians and planter strips located along the north side of Arastradero Rd and planter strips located east of Terman Drive, along Fletcher Middle School and planter strip located on south side of Arastradero Rd across Willmar Drive. Also includes planter strip located on the south side of Arastradero, in front of 687 Arastradero Road. Also includes planter strip west of 695 Arastradero Road, located between sidewalk and roadway, until Gunn High School driveway. Includes center medians, sidewalks, fence lines, and sidewalk strips on the west side from Hubbartt Dr. to the Arastradero West Apartments driveway Includes cement medians on the east and west side of the intersection at the Foothill Expwy. Includes planter strip along Gunn High School between roadway and sidewalk Includes the cement and landscaped medians west of Foothill Expwy. to Deer Creek Rd. Item 3 -Birch St. Medians — Center medians from California Ave. to Oregon Expressway. Item 4 - California Avenue -- Medians and sidewalk planting strips on California Avenue from EI Camino Real to CalTrain property Contractor is responsible for maintaining the ornamental water fountain at the east end of California Avenue at Park Blvd. The contractor shall perform the following routine/regular maintenance. Please refer to Lytton Plaza's Fountain Protocol for details. Item 5 -- California Avenue Business District Tree Wells — Any and all tree wells within the California Avenue business corridor between Cambridge Ave. and Sherman Ave. Item 6 - N. California Ave. — Landscaped right-of-way on the north side of street between Middlefield Rd. and Barbara Drive (up to resident's driveway). Item 7— East and West Charleston Road- Corridor Medians - City of Palo Alto General Services Agreement 40 Rev. March 29, 2018 Item 6: Staff Report Pg. 49 Packet Pg. 105 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Fabian Street to EI Camino Real Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Fabian to Louis on East Charleston Rd. — southern planter strip between roadway and sidewalk, 150 ft west of Fabian Way. Louis Road to Grove Ave.- center medians. Includes landscaping in front of 706 East Charleston, west of Sutherland Drive. East Charleston, southern landscape strip located east of Nelson Drive, to shopping center driveway (between sidewalk and roadway). Includes planters' strips between both driveways to Hoover School on north side of East Charleston Road. Includes landscape on southern ends (east and west) of Carlson Court. Includes landscape west and east corners of Mumford. On Charleston Road, East and west of Nelson Drive, center medians to Alma Street. Includes cement/landscaped median at Louis Rd and East Charleston Sidewalks and planting strips from Carlson Ct. to Alma St, north side of Charleston. Trim plant material 2 feet away from fence. Trim ground cover off fences upon resident and/or Field Service Inspectors request. Includes center median west of Wilkie Way and in front of 493 West Charleston Road. Item 8 - Downtown Tree Wells — Lytton St. to Forest Ave. (north to south boundary) and from Alma St. to Webster St. (east to west boundary) Remove litter weekly. Remove tree suckers monthly. Item 9 - EI Camino Real — Medians and planter strips on EI Camino Real from the intersection of Palo Alto Ave. to Dinahs Ct. Includes triangular planter at the intersection of Palo Alto Ave (north of EI Camino Park). Does not include center medians and sidewalk planter strips from Sand Hill Rd. to Quarry Rd. Does not include medians near University Ave. Includes medians and landscaped areas on EI Camino Way. Litter shall be picked up on all medians lx per week. City of Palo Alto General Services Agreement 41 Rev. March 29, 2018 Item 6: Staff Report Pg. 50 Packet Pg. 106 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 10 - Eleanor Park Area Cul de Sacs — Landscaped medians (7) in the EI located on Item 6 Attachment A - Contract C24186909A with BrightView Landscape e� Services, Inc area • Arcadia Place (Pollinator Garden) • Island Drive (Pollinator Garden) • Kent Place • Tevis Place • Kirby Place • Somerset Place • Regent Place Note: Certain medians are maintained by volunteers, please confirm with Field Service Inspectors for details on specific ones. Item 11 - Embarcadero Rd. Islands/Underpass— Starting from east to west on Embarcadero Rd.; • Center medians located east of Geng Road to West Bayshore Road (101 overpass) • Between St. Francis Drive and Wildwood Lane, north side • North California Avenue, south side • Primrose Way (Pollinator Garden), north side • End of Seale Avenue at the corner of Louis, south side • Guinda Street (Pollinator Garden), south side • End of Coleridge Avenue at Middlefield Road, south side • Churchill Avenue (Pollinator Garden), south side • End of Melville at Bryant Street, north side • End of Kingsley at Emerson Street and Emerson at Kingsley (center median), north side • Kingsley Avenue/High Street median, south side • Kingsley Avenue (turf area), south side Includes north and south hillsides, located at east and west of Embarcadero Underpass. Also includes stairs on east side of Embarcadero Underpass, on north and south side. Includes north and south walkways from Kingsley to traffic signals located west of Embarcadero Underpass. All walkways along the underpass must be cleaned weekly. Keep all signs clear and maintain vines on both sides of Embarcadero Underpass. Item 12 - Evergreen Park Neighborhood Closures/Park Blvd. Medians - Landscaped and cement street closures (13 locations) located between Park Blvd. and EI Camino Real at or near the following intersections: W. Meadow, Margarita Ave., Chestnut Ave., Mariposa St., Park Ave., College St., Oxford St., College St., Birch St., Ash St., and Leland St. Item 13 - Forest Ave. — Center median (turf) between Lincoln Ave. and Boyce Ave. Item 14 - E. & W. Greenwich St. Cul de Sacs - Landscaped/turf medians located on the east and west side of Newell Rd. *W. Greenwich is a pollinator garden. City of Palo Alto General Services Agreement 42 Rev. March 29, 2018 Item 6: Staff Report Pg. 51 , Packet Pg. 107 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Turf shall be mowed weekly. Item 15- Kellogg at Middlefield- Landscaping on all four corners. Includes two planter areas. Item 16 - Lytton/Guinda —Landscaped median at Lytton Ave. and Guinda St. Item 17 - Melville Island — Landscaped median at Greenwood Ave. Item 18 - Miranda Avenue — Medians along east road shoulder from Arastradero Rd. to Arroyo Ct. Item 19 - Oregon Expressway — Medians, planter strips and hillsides from West Bayshore Rd. to EI Camino Real. Height and side trimming of shrubs shall be completed twice a year in April and October or as scheduled by Field Service Inspectors. Height trimming shall be at minimum 12 feet vertically on all sides. Upon request, hedges shall be hedged up to the top of the plant material. Keep all ivy off shrubs and trees. Includes sidewalks on south and north side. Keep vegetation off sidewalks, blow walkways weekly. Includes keeping ivy and shrubs off fence line on south side. Includes cul-de-sacs: High St., Emerson St., Ramona St., South Ct., Tasso St. (off Marion Ave.), Warren Way. Includes hillsides on north and south sides of Oregon Underpass and planter areas from Alma to EI Camino Real. Includes ivy/vines along guardrails, fence lines, and bridge railings in the proximity of the Alma St. on/off ramps between Sheridan Ave. and Sherman Ave. Includes landscaping in clover leaves on all sides of Oregon Expressway at Alma. Includes walkways located along Alma and planter strips located between on and off ramps and planter and walkway located between Colorado and on ramp to Oregon northbound. Includes planter strip located at the south east corner of Oregon Expressway and Waverly Street. Keep all hardscaped areas along on/off ramps from 200 block of Page Mill Road (along Oregon Expressway) to Alma St. free of weeds and maintain all plant material. Clean drainage outlets and gutters clear of weeds along the north side of the underpass from the Alma St. ramp to the California Ave. turn off. City of Palo Alto General Services Agreement 43 Rev. March 29, 2018 Item 6: Staff Report Pg. 52 Packet Pg. 108 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Includes weed control on center medians from EI Camino Real to Alma. Item 20 - Page MiII Rd. — EI Camino Real to Foothill Expressway. Keep ivy/vines trimmed away from signage attached to all overpasses. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Includes weed control and maintenance of all plant material on all medians including cement traffic light medians from EI Camino Real to Foothill Expressway. Includes pathway and planter strip on the northwest side of Page Mill Rd. from Peter Coutts Way to Foothill Expwy. Item 21 - Quarry Rd. — Median west of Welch Rd. Item 22- Roundabouts - Everett Ave at Emerson (Downtown) Everett Ave at Webster (Downtown) Lytton at Fulton (Downtown) Bryant at Addison (Downtown) Park Blvd at Stanford Ave (Peers Park) College Ave at Yale St. (College Terrace) Cambridge Ave at Yale St. (College Terrace) Item 23 - San Antonio Rd. Medians/Planter Strips/Interchange/Right-of-way — Frontage Road (end of Ciardellas property, 1001 San Antonio Ave) to Alma, includes all medians and planter strips, north and south along walkways as well as center median. Excluding Jewish Community Center planter median located on the north side of San Antonio Road at the corner of Charleston. Contact Field Service Inspector or Project Manager for details. Alma to Frontage Road (end of Ciardellas property) keep all cement medians free of weeds. Includes medians on San Antonio Ave, between Briarwood and Alma Includes hedges and plant material between San Antonio Road and Frontage Road to 1001 San Antonio Ave. Includes center medians up to the middle of San Antonio overpass. Includes San Antonio northern cloverleaf. Item 24 - University Ave. — Median islands from north bound EI Camino Real to High St. Tree wells from Alma St. to Webster St. Landscaped corners (28) between Emerson St. and Cowper St. Landscape planter with the Welcome to City of Palo Alto sign located on the north side of University Avenue near Woodland Ave. (City of Palo Alto sign) City of Palo Alto General Services Agreement 44 Rev. March 29, 2018 Item 6: Staff Report Pg. 53 Packet Pg. 109 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Litter and debris shall be removed daily from all landscaped areas and walkw Services, Inc University Ave. center median island at EI Camino Real. Includes University Circles landscaping and blowing of all sidewalks. Includes triangular islands located along the off ramp from northbound EI Camino Real to University Ave and on ramp from University Ave to northbound EI Camino Real. Item 25 - 101/West Bayshore Rd. Sound walls — North sound walls from Embarcadero Rd. to City Limits; South sound walls from Oregon Expwy. to Amarillo Ave. Includes area from gutter to sound wall Keep vines trimmed behind curb line Thin vines as needed to prevent top heaviness Item 26- West Meadow and East Meadow Medians- Maintain medians between Alma Street and Wilkie Way on West Meadow. Maintain planter strip along sidewalk, southeast of Alma, West of Ramona on East Meadow. Item 27- AMBLUR Ross at Corina - 2 middle islands Ross at East Meadow - roundabout Ross at Colorado - 2 middle islands Ross and Loma Verde - 2 middle medians Ross at Stone (south side) - 2 side medians (speed hump) Ross south of Ames Street- 2 side medians, 3 side medians across from 3412 Ross Ross at Richardson Court -2 side medians Ross at Allen Court- 3 side median Allen Ct and Loma Verde on Ross- 2 medians mid -block planter (speed hump) Ross at Stern 3 side medians, includes curb extensions Ross, North of Stern- 2 side medians (speed hump) Ross, south of Sutter- 2 side medians (speed hump) Ross at Moreno- roundabout East Meadow Drive at East Meadow Circle- 1 roundabout 4 side planters and 4 medians East Meadow at Louis- roundabout Ross at Louis- roundabout Bryant at EI Verano- 2 islands City of Palo Alto General Services Agreement 45 Rev. March 29, 2018 Item 6: Staff Report Pg. 54 , Packet Pg. 110 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Louis and Fielding- landscape strips Louis and Moreno —landscape strips Item 28- Rincon Circle Roundabout- across from 4198 Rincon Circle City of Palo Alto General Services Agreement 46 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 55 , Packet Pg. 111 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C SECTION B PARKING LOTS and PARKING GARAGES B. PARKING LOTS and PARKING GARAGES Item 1- California Avenue Business District Lots and Garages -- Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Landscape and hardscape maintenance. This includes litter removal from the entire parking lot, not just islands; and includes blowing the sidewalks. Item 1A - Parking Lot 1 off Cambridge Ave. Item 1B - Parking Lot 2 off Cambridge Ave. Item 1C- Parking Lot 3/Ted Thompson Garage Cambridge Ave. & Birch St. • Train camellias to espalier. Keep shrubs pruned for visibility below 3ft in height. Item 1D - Parking Lot 4 off Cambridge Ave. Item 1E - Parking Lot 5 (Garage) off Cambridge Ave. at Mimosa Ln. Item 1F - Sherman Parking Garage locate at 350 Sherman Ave. Item 1G - Parking Lot 8 off Sherman Ave. and El Camino Real Item 1H - Parking Lot 9 off Cambridge Ave. at Birch St. Item 2 - University Avenue Business District Parking Lots and Garages Landscape and hardscape maintenance. This includes litter removal from the entire parking lot, not just islands; and includes blowing the sidewalks. Item 2A - Parking Lot A —Emerson Street at Lytton Avenue Item 2B - Parking Lot C —Ramona Street at Lytton, south of Cogswell Plaza Item 2C - Parking Lot D — Hamilton Ave. at Waverly St. Item 2D - Parking Lot E — 600 block of Gilman St. Item 2E -Parking Lot F — Florence St. near Lytton. Item 2F -Parking Lot G — 600 block of Gilman St. Item 2G -Parking Lot H — Cowper St. at Hamilton Ave. Item 2H - Webster/Cowper Parking Garage located between Cowper and Webster • Routine Maintenance • Report any safety issues or vandalism during your site visit. • Report any irrigations problems • Remove litter and debris from site Monday and Friday. • Replace plant material as needed plants to be approved by City. • Weed removal chemical or mechanically in accordance with contract specifications. Item 21 -Parking Lot K — Lytton Ave. at Waverly St. Item 2J -Parking Lot N — 500 block of Emerson St. next to Lytton Plaza. City of Palo Alto General Services Agreement 47 Rev. March 29, 2018 Item 6: Staff Report Pg. 56 , Packet Pg. 112 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 2K -Parking Lot O - 400 block of High St. between Lytton and Universit Item 2L -Parking Lot P — 500 block of High St. between University Ave and Hamilton (includes alley way across High Street, north of Parking Garage located at 528 High Street). Item 2M -Bryant/Lytton Garage — 445 Bryant St. (includes alley way from Lytton to Florence). Item 2N -Parking Lot T — Corner of Lytton Ave. at Kipling St. Item 6 Attachment A - Contract C24186909A with BrightView Landscape \L Services, Inc Item 3 - Midtown Parking Lot — Located west of 7200 block of Midtown Ct. • Includes parking lot and landscaping only, as well as alley way located at the end of Midtown Ct. Please refer to maps for detailed location. City of Palo Alto General Services Agreement 48 Rev. March 29, 2018 Item 6: Staff Report Pg. 57 , Packet Pg. 113 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C SECTION C PARKS C. PARKS Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc *Please note, bioretention basins located within any Park locations shall only have litter/debris removal completed per the frequency of the site. Item 1- Bol Park— PESTICIDE FREE PARK - Laguna Ave. between Matadero Ave. and Barron Ave. South boundary extends to the north side of the Matadero Creek bridge Open space/native plant areas to the north/west of bike path: Native plant materials shall not be touched. Palo Alto Friends Groups maintain these natives throughout area. This park has decomposed granite pathways that can be cleaned w/ a leaf blower with prior watering of the pathway to keep dust particles down. Field Service inspector may request pathways be cleaned manually (with a rake) if dust particles are visible and/or upon residents' complaints. Item 2 - Boulware Park -- PESTICIDE FREE PARK- Between Fernando Ave. and Chestnut Ave. Includes pump station on the south west side of park. Keep vines off building and fence lines clear to 3 feet. Basketball court shall be cleaned Monday -Friday. Note: Boulware will be closed for a complete renovation and expansion (construction date TBD). Site will be closed for approximately 9-12 months during construction. See Appendix A Site Maps, Section C2 for expansion details. Item 3 - Bowden Park — High St. at N. California Ave. Item 4- Bowling Green- 474 Embarcadero road at Cowper • Maintenance includes all external and internal of Bowling Green. Internal Turf Care • The contractor shall begin by having a Soil Fertility and Agricultural suitability test. This test shall be performed annually. Soil samples must be taken from different areas of the green. Recommended amendments shall be applied accordingly. • Mow at a maximum height of 1/8 inch with a green's mower MWF during the months of March — November. Mowing to be done in diagonal directions Remove clippings. • Mow 2x/weekly in December, remove clippings • All grass clippings shall be removed City of Palo Alto General Services Agreement 49 Rev. March 29, 2018 Item 6: Staff Report Pg. 58 Packet Pg. 114 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C • Apply surfactant and/or wetting agent weekly upon request. • Activate groomer in opposite directions as requested. • Thatch the green to 1/4 inch every as requested May - October. • Clean the green of debris 3x weekly prior to mowing. • Manually supplement watering of green edges or dry spots as needed. Especially east edge beneath Oak trees. (Usually 3x /weekly) • Edge green twice monthly, be cautious of wood border to not damage. • Rake and clean sand gutters and sand storage bunker on a weekly basis. • Manually weed cyclone fence boarders, sand gutters and sand storage bunker. • Clean asphalt and walkway areas around the clubhouse and green 3x/week, MWF • Manually aerate dry spots, and edges of the green as needed (edges need to done 3x annually as a minimum). Remove cores, topdress with kiln dried sand to fill holes and seed with hybrid Bermuda. • Apply fungicide, pesticide, and/or herbicides to the green as needed. All chemicals shall be approved by City prior to contractor's use. • Everything inside the perimeter of the fence shall be kept weed free at all times. • Fertilize with Andersons Contec DG 18-9-18 by "spoon feeding" the green 2x per month. • Remove ivy from the trees around the green monthly • Keep ivy off fence lines. • Clean needles behind the clubhouse annually —end of December • Contractor shall have two greens mowers with groomer attachment Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Green Renovation • Green shall be renovated each year of contract. Schedule to be determined by Project Manager and/or field Service Inspector. Renovation would take place in the Spring or Fall (May or October) each year dependent on the usage of the facility. • Mow at a maximum height of 1/8 inch with a greens mower. • Thatch green diagonally, in two directions upon request of Field Service Inspector. Thatch shall be picked up. • Aerate the green with 5/8 -inch tines and remove cores. • Top -dress the green with kiln dried sand that meets USGA recommendations with a particle size .25 mm to 1 mm (about 9 tons or equivalent in yards). • Fill aeration holes to top and remove excessive sand. • Broad cast Pure Select bent grass seed. Seed shall be dragged in. • Fertilize with City approved starter fertilizer or recommended products by Field Service Inspector and/or Project Manager. Item 5 - Briones Park — Arastradero Rd. at Clemo Ave. Includes traffic barrier at the north side of Clemo Ave. at Maybell Ave. This park has decomposed granite pathways that can be cleaned w/ a leaf blower with prior watering of the pathway to keep dust particles down. City of Palo Alto General Services Agreement 50 Rev. March 29, 2018 Item 6: Staff Report Pg. 59 Packet Pg. 115 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Includes fence line at west side of park from Arastradero Rd. to Maybell Ave. Basketball court shall be cleaned Monday -Friday. Item 6 - Cameron Park — Wellesley St. between Stanford Ave. and College Ave. Item 7 - Cogswell Plaza — Lytton Ave. between Ramona St. and Bryant St. Item 8 - El Palo Alto Park — PESTICIDE FREE PARK - Palo Alto Ave. at Alma St. Clean signs once per month along pathways. Item 9 - Eleanor Park — Channing Ave. at Center Dr. Garbage/recycling enclosure located inside of garden near well site shall be serviced 3x per week. Item 10 - Flood Basin- PESTICIDE FREE - East Bayshore Rd. between Animal Shelter and Adobe Creek. Mow 3 feet on east side of path. Item 11— Hale Well Park Area — PESTICIDE FREE PARK -Palo Alto Ave. at Hale Ave. Turf and landscape on the west side of the Hale Well Site Keep 3 -foot clearance area behind creek side fence line Item 12- Heritage Park- Corner of Waverly St. and Homer Ave. Item 13 - Hoover Park — Cowper St. between Colorado Ave. and Loma Verde Ave. Includes storage, bench, bleacher, and warm-up areas around Little League field. Infield Maintenance Mow infield 2x/week with walk -behind mower. Clippings shall be picked up. Edge infield bi-monthly. Fill in low spots with approved baseball infield mix 1x/week. Baseball field infield shall be rototilled (ripped) with PTO driven tractor rototiller attachment to remove weeds along with "fluffing" (depth to be determined by City's Field Service Inspector), leveling and compacting each infield in January/February, prior to baseball City of Palo Alto General Services Agreement 51 Rev. March 29, 2018 Item 6: Staff Report Pg. 60 , Packet Pg. 116 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape season (ideally a few weeks prior to season start). Scheduling shall b. Services, Inc ,City's Project Manager and/or Field Service Inspector. This shall be completed once yearly. All sprinklers, quick couplers, bases, pegs, or other impediments shall be flagged before this procedure is initiated. Twenty-five (25) tons of Baseball Infield Mix (70% red lava cinder, 1/8" fines mixed with 30% wilder clay or equal) shall be added and mixed to field ONLY FIRST YEAR of contract to bring areas up to grade and fill in low spots. This park has decomposed granite pathways that can be cleaned w/ a leaf blower with prior watering of the pathway to keep dust particles down. Clean tennis courts twice per month in accordance with posted schedule. Field Service Inspectors may request additional cleaning if there is debris on the courts between scheduled cleaning. Includes Dog Run located at the south east side of park. Decomposed granite area must be inspected for holes and filled daily. Fill low spots with decomposed granite as needed. Water and compact loose decomposed granite as needed. Leaf material shall be raked up on a weekly basis. Includes walkway to Middlefield Rd (planters not included) Item 14 - Johnson Park — Hawthorne Ave. at Waverly St. Does not include interior of Community Garden but does include perimeter of garden. Use caution when blowing leaves and/or debris on pathways surrounding the community garden. Leaves and/or debris should not collect around the perimeter of garden. Sand volleyball court shall be kept raked and clean of debris. Sand volleyball court shall be kept rototilled to relieve compaction and filled with approved sand as needed and as requested by Field Service Inspectors and/or Project Manager. Perimeter of volleyball court shall be edged bi-monthly. Item 15- Lytton Plaza- Corner of Emerson and University Ave. Remove litter and debris, empty garbage cans as requested by Field Service Inspectors. Rake decompose granite pad to eliminate litter, debris and to eliminate low spots and potholes. Do not use blowers on decomposed granite pad. Keep fountain filter clean and free of litter and debris. Keep screens around fountain free of any litter and debris. 1" Chlorine conditioning tabs and chlorine granular shall be purchased and applied by contractor to fountain. Contractor shall apply 4 ounces of chlorine granular and two 1" chlorine conditioning tabs weekly (every Monday morning). Filters shall be cleaned weekly as well as scrubbing the face of the fountain with a pool brush that will not scratch the face of the fountain to remove all algae from surface. Fountain vault shall always be kept clean. Please refer to City of Palo Alto General Services Agreement 52 Rev. March 29, 2018 Item 6: Staff Report Pg. 61 Packet Pg. 117 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Maintenance Protocol for Lytton Plaza Fountain for additional details. Thy Services, Inc }upon request of the contractor. Fountain shall be cleaned by a commercially licensed contractor that has experience in maintaining commercial fountains. Contractor chosen shall be approved by Project Manager. Item 16 - Mayfield Park/College Terrace Library — Wellesley St. between College Ave. and California Ave. Area must be blown before library is open. Opening time may vary per day. Keep vines off roof. Area also includes plant material on side of road around day care center. Item 17- Mitchell Park- 3800 Middlefield Road In addition to Monday through Friday routine cleanings, the contractor shall service the entire site every Saturday and Sunday mornings for each year of this contract. The contractor must provide all General Maintenance Clean-up along with Playground and Playground Equi bment Maintenance. *Report any safety or vandalism issues each day *Report any irrigation problems *Clean and groom play areas, skate rinks, and sand boxes daily *Pickle ball and Tennis courts should be cleaned twice monthly in accordance with the posted schedule. Field Service Inspectors may request additional cleaning if there are debris on the courts between scheduled cleaning. *Clean all hardscape and pathways at minimum lx per week. Decomposed granite pathways shall be water down prior to blowing with approval of Field Service Inspector. *Leaves should be removed from turf each week prior to mowing as needed (Especially Fall Season). * Trim shrubs and remove weeds along west fence line along Fairmeadow Elementary School as needed and/or requested by Field Service Inspectors. Add decomposed granite if needed to level the area. *Includes strip located on the eastside of the tennis and handball courts, that runs adjacent to neighboring properties. Dog Run Renovations Annually renovate the decomposed granite area within one full workday and level the site. Area should be wet and rolled until packed before opening. Advance notice of closure must be posted two weeks in advance. Annually renovate the turf area located inside of the dog run (March through June) schedule exact closure with Field Service Inspectors and/or Project Manager. Renovation closure notices City of Palo Alto General Services Agreement 53 Rev. March 29, 2018 Item 6: Staff Report Pg. 62 Packet Pg. 118 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape shall be posted on exterior fence of dog run two weeks prior to the start o Services, Inc ntire area shall be fenced off using portable 6ft high chain link fencing with orange snow fencing at the bottom to avoid dogs, balls, and dog toys intruding into the turf area while being closed off. Temporary water supply will be supplied by City staff if needed. Below are the steps for the renovation: 1) Close off area. 2) Hand weed Common Mallow in turf (remove root and all). 3) Edge turf along D.G. (line up edge with irrigations rotors). 4) Scalp mow turf area, remove all clippings. 5) Double aerate turf (two different directions). 6) Slit seed area in two directions, broadcast seed in all bare areas. Seed variety:70%Fescue 30% Kentucky Blue. 7) Fill in holes and low spots greater than 1" using PRZ mix from TMT or equal to (about 12yards). 8) Topdress area with remainder of PRZ mix. 9) Broadcast seed throughout entire turf area. Seed variety:70%Fescue 30% Kentucky Blue. 10) Fertilize area with starter type fertilizer. Field Service Inspector and/or Project manager shall approve variety prior to application. 11) Communicate to Field Service Inspectors and/or Project Manager when renovation has been completed. Magical Bridge Playground Maintenance In addition to Sunday through Saturday routine cleanings, the contractor shall clean the Magical Bridge Playground on every Saturday and Sunday mornings for each year of this contract. This shall include the following: 1. Servicing of all garbage/recycling/compost enclosures 2. Loose litter pick up 3. Clean-up of all debris 4. Blowing/cleaning of all hardscapes and walkways. 5. Wipe down of all playground equipment, seating areas, walls, picnic areas, playhouse, and drinking fountains. Light pressure washing of all equipment, walkways, picnic area, playhouse, bridges, slide mound, PIP (poured -in -place) surfacing, 3x per year. This shall be scheduled with Field Service Inspector and Project Manager. If any damage is done due to contractor's negligence, contractor shall repair items to its original state. Item 18- Monroe Park — PESTICIDE FREE PARK- Monroe Dr. at Miller Ave. Item 19 - Peers Park — Park Blvd. between Stanford Ave. and Sequoia Ave Area also includes pump station and driveway at the south east corner of park. Keep plant material off building. Keep fence lines clear to 3 feet. City of Palo Alto General Services Agreement 54 Rev. March 29, 2018 Item 6: Staff Report Pg. 63 Packet Pg. 119 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Tennis courts shall be cleaned twice per month in accordance with posted schedule. Field Service Inspectors may request additional cleaning if there are debris on the courts between scheduled cleaning. Item 20 - Ramos Park — 800 East Meadow Ave. Item -21- Rinconada Park- 777 Embarcadero Road *Includes the perimeter of two sub -stations on the Hopkins St. side of Park. *Includes the Girl Scout Building. *Includes pool turf and hardscape area. Maintenance schedule with pool area must be coordinated with the recreation department seasonally around scheduled events. *Includes yearly turf renovation of turf located inside of pool area. Refer to VIII, C, Soccer Field/Turf Renovations for details. Seed variety for area may differ than typical seed variety specified in Soccer Field/Turf Renovation section of contract. Three cubic yards of PRZ shall be used for topdressing and leveling area. Field Service Inspector will provide seed variety information for turf area. Turf area shall be open for use by first weekend of May. Schedule of renovation may vary dependent on pool scheduling. *Mow all turf areas (including pool area) weekly *Leaves should be removed from turf each week prior to mowing as needed (Especially Fall Season). In addition to Monday through Friday routine cleanings, the contractor shall service the entire site every Saturday and Sunday mornings for each year of this contract. The contractor must provide all General Maintenance Clean-up along with Playground and Playground Equipment Maintenance to the site. In addition, the contractor shall wipe down all playground equipment, seating areas, picnic areas and drinking fountains. Contractor shall provide a light pressure washing of all playground equipment, walkways, surfacing, 3x per year that are in the play area. This shall be scheduled with Field Service Inspector and Project Manager. If any damage is done due to contractor's negligence, contractor shall repair items to its original state. Item 22 - Robles Park -4116 Park Blvd. This park has decomposed granite pathways that can be cleaned w/ a leaf blower with prior watering of the pathway to keep dust particles down. Item 23- Sarah Wallis Park — PESTICIDE FREE PARK -202 Ash St. City of Palo Alto General Services Agreement 55 Rev. March 29, 2018 Item 6: Staff Report Pg. 64 Packet Pg. 120 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Item 24 - Scott Park — PESTICIDE FREE PARK- Channing Ave. at Scott St. Item 25 - Seale Park — Maddux Dr. at Stockton Place This park has decomposed granite pathways that can be cleaned w/ a leaf blower with prior watering of the pathway to keep dust particles down. Upon request of Field Service Inspectors, arbors shall be washed down. Item 26- Terman Park- PESTICIDE FREE PARK- 655 Arastradero Road Includes turf area and jasmine on west side of main driveway at Arastradero (reference map for details on areas of responsibilities). Includes parking lot medians and planter strips (reference map for details on areas of responsibilities). Includes planter strip located between walkway and apartment complex on west side of field, behind west soccer goal on field #1 (reference map for details on areas of responsibilities). Includes planter strip located between walkway and residents' homes behind north goal on field #2 (reference map for details on areas of responsibilities). Includes basketball courts on the interior of the fence line as well as basketball court on the exterior of fence line. Includes sidewalk located on west side of Terman Drive. Item 27- Timothy Hopkins Creekside Parks- PESTICIDE FREE PARK Includes three Park locations. #1 -On Palo Alto Ave. between Cowper St. and Tasso St. #2- On Palo Alto Ave. at Webster St. #3 -On Palo Alto Ave. at southwest corner of Middlefield. Includes 3 feet behind fence lines —maintain as directed by Field Service Inspector and/or Project Manager Item 28- Ventura Community Center — PESTICIDE FREE PARK- Between Ventura Ct. and 2nd Ave. Includes north parking lot and alley way that runs between fence line and building. Black tops must always be kept weed free, blow loose material off of black top. Item 29 - Weisshaar Park — 2298 Dartmouth St. between College Ave. and California Ave. City of Palo Alto General Services Agreement 56 Rev. March 29, 2018 Item 6: Staff Report Pg. 65 , Packet Pg. 121 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Tennis Courts shall be cleaned twice per month in accordance with posted schedule. Item 30 - Werry Park — 2100 Dartmouth St. between College Ave. and Stanford Ave. City of Palo Alto General Services Agreement 57 Rev. March 29, 2018 Item 6: Staff Report Pg. 66 , Packet Pg. 122 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C SECTION D CITY FACILITIES D. CITY FACILITIES Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc *Please note, bioretention basins located within any Facility locations shall only have litter/debris removal completed per the frequency of the site. Item 1- Alma Fire Station — 301 Alma St. *Keep vine in courtyard off roof. *Includes courtyard in the back. Item 2 - Animal Shelter -- PESTICIDE FREE- 3281 East Bayshore Rd. *No fertilizers shall be used. *Facility shall be serviced on Tuesday, before 8:OOam *Includes front and rear (employee) parking lots. Includes gravel parking lot surrounded by oleanders. *Includes front landscaping *Includes patios and hardscaped areas, maintenance routine may require adjusting due to unforeseen circumstances with sheltered animals. Mowing to be done on Tuesdays only. *Includes area in front of kennels *Includes emptying one garbage can *Includes fence lines along exercise area and on the north side of complex Item 3 - Arastradero Fire Station (Fire Station #5) — 600 Arastradero Rd. Activate 7 manual valves twice per week. In the courtyard, do not prune fruit trees. Clean wash rack weekly. Item 4 -Art Center —1313 Newell Rd. Leaf blower use is restricted in certain areas of property. Do not use leaf blowers at or around open windows. Area cannot be blown after 10:00 am. Contractor mows children's courtyard and lawns on the west side of building, along Newell. City of Palo Alto General Services Agreement 58 Rev. March 29, 2018 Item 6: Staff Report Pg. 67 , Packet Pg. 123 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Mow lawns and prep courtyards for special events as requested. Contract change schedule around special events planned at the Cultural Center. Item 6 Attachment A - Contract C24186909A with BrightView Landscape O, Services, Inc R d to Embarcadero parking lot between Community Garden and Art Center, north curb plant material (between garden and north parking lot curb, should be kept low and mulched. Item 5 - Bike Paths — Locations varied (see below) Locations: 1. Wilke Ave. to Monroe Dr. 2. Bol Park Bike Path (starts at Hanover St. to SCCVWD Reservoir, near Gunn High School) *Keep plant material off bike path. *Remove debris in landscaping and dead plant material. *Keep line of sight clear around bends of bike paths. *Upon request of Field Service Inspector, and/or Project Manager, leaf debris located between Matadero and Hanover shall be picked -up and off hauled. *includes pruning of vegetation along both fence lines 3. 1048 Loma Verde Ave. 4. Greer Bike Paths 3142 Greer Rd. to Morris Dr., Morris Dr. to Stockton PI. 5. 300 Manzanita Ave. 6. 1500 Portola Ave. 7. 200 Sequoia Ave. 8. 443 Ferne Ave. 9. Duncan PI. 10. 1445 Hamilton Ave. 11. 101 Freeway Bridge to East Bayshore Rd. 12. Embarcadero Bike Path -Churchill Ave north (along train tracks) until Cal Train parking lot. 13. Palo Alto Bowl Bike Path- Monroe Drive south to Cesano Court. 14. Wilkie Way Bike Corridor (across from 4287 Wilkie Way) 15. University Ave to Quarry Road. Bike path runs adjacent to El Camino Real. Includes bike path leading to public restroom near VTA. Item 6 - Children's Library —1276 Harriet St. *Yearly turf renovation on 3 small lawns located in the back of the library. Seed variety shall be a shade tolerant fescue. Approximately three cubic yards of PRZ or equal to, shall be used for topdressing. Renovation will be scheduled by Fields Service Inspectors and Project Manager. Refer to VIII, Section C, Soccer Field/Turf Renovations for details. *Includes both front and rear landscaping and secret garden *Keep ivy pruned back against fence along North driveway. City of Palo Alto General Services Agreement 59 Rev. March 29, 2018 Item 6: Staff Report Pg. 68 Packet Pg. 124 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C *Includes both driveways, with dumpsters and shrubs. *Keep vines off roof. Item 7 — Children's Theatre — PESTICIDE FREE -1305 Middlefield Rd. *Prune Xylosma hedges three times per year, maintain current shape Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc *Prune roses around wishing well on a regular basis throughout the growing season and perform winter pruning *Manually water container plants upon request of Field Service Inspector. *Maintenance schedule must be adjusted to accommodate special events *Yearly turf renovation of lawn located in front of theater stage. Seed variety shall be a shade tolerant fescue. Approximately two cubic yards of PRZ or approved equal shall be used for topdressing. Renovation will be scheduled by Fields Service Inspectors and Project Manager. Refer to VIII, Turf Maintenance, Section C, Soccer Field/Turf Renovation Procedures for details. Item 8 - City Hall — 250 Hamilton Ave. Aerification, over seed and top -dress turf with approximately 6 cubic yards of PRZ or approved equal, two times a year in spring and fall. Clean plaza daily by 10:00 am, including stairways and sidewalk around building. Clean slippery areas where moss, mud and other debris make walkways hazardous. Empty garbage cans daily. Use of blowers to be restricted in certain areas near the air ventilator intake. Keep drains cleared during rainy season. Rearrange park furnishing on plaza to correct locations each morning. Water outdoor container plants, near main entrance. Be cautious to not overwater the containers. Item 9- Cubberley Community Center and Playing Fields • Do not use leaf blowers at or around open windows or doors. • All work requiring mechanical tools (blowers, edger's, trimmers, etc.) shall not be used after 8:OOam near the classroom wings. • No pesticides shall be used on the Cubberley Campus. • All -natural turf shall be mowed on Friday mornings. City of Palo Alto General Services Agreement 60 Rev. March 29, 2018 Item 6: Staff Report Pg. 69 , Packet Pg. 125 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape • Playing Fields shall be treated in accordance with Playi Services, Inc ,,lance Procedures. Mowing shall be completed on Tuesday and Friday mornings. • All garbage cans along perimeter of playing fields shall be serviced by contractor 2x per week (Mondays and Fridays). An additional service may be required during each week upon the request of the Field Service or Project Manager. • Contractor shall keep synthetic soccer field and synthetic running track clean of debris daily. • Contractor shall drag the synthetic field once every 6 weeks (this may vary dependent on life span of turf. Older the turf is, the less dragging it will require) with a drag behind synthetic turf broom with de -thatcher and magnetic attachment. Broom shall be dragged behind a lightweight utility cart like a Club Car to avoid damaging the turf. • SPORTS TURF RENOVATION - Contractor shall renovate natural sports turf fields once per year. Please refer to VIII, Turf Maintenance, Section C -Soccer Field/Turf Renovation Procedure for details. Renovation shall be scheduled with Field Service Inspector and/or Project Manager. • SOFTBALL FIELDS RENOVATION Four softball infields shall be rototilled (ripped) with PTO driven tractor rototiller attachment to remove weeds along with "fluffing" (depth to be determined by City's Field Service Inspector), leveling and compacting each infield toward the end of each turf renovation closure period (ideally a few weeks prior to opening of the fields). Scheduling shall be determined by City's Project Manager and/or Field Service Inspector. This shall be completed once yearly. All sprinklers, quick couplers, bases, pegs, or other impediments shall be flagged before this procedure is initiated. Twenty-five (25) tons of Baseball Infield Mix (70% red lava cinder, 1/8" fines mixed with 30% wilder clay or equal) shall be added and mixed to EACH FIELD ONLY FIRST YEAR of contract to bring areas up to grade and fill in low spots. Lower raised turf located on the perimeter of infields (between the infield mix and turf), caused by infield mix being dragged into the turf over the years. This shall be completed by sod cutting existing turf on the perimeter, remove excess material and dispose of old sod and material. New sod (blue/rye variety with approval of City's Project Manager) shall be installed to re-establish turf perimeter along with amending the soil prior to installation. The arch of the turf lip shall be determined by specifications found in the ASA softball rule book. This shall be done ONLY FIRST YEAR of contract. as well. Scheduling of work shall be agreed upon within the contractor and City's Project Manager. Sod shall be established along perimeter and infields shall be ready for play prior to the removal of the fencing. Item 10 - Downtown Library — 270 Forest Ave. Clean dumpster enclosure twice per month. Item 11 - Embarcadero Fire Station Fire Station #3 — 799 Embarcadero Rd. City of Palo Alto General Services Agreement 61 Rev. March 29, 2018 Item 6: Staff Report Pg. 70 Packet Pg. 126 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Item 12 - Hanover Fire Station (Fire Station #2) — 2675 Hanover St. Includes blowing the parking lot area. Item 13 - Junior Museum —1451 Middlefield Rd. Includes parking lot located between Middlefield and Hopkins. Item 14 — Lucie Stern Community Center — 1305 Middlefield Rd. Includes parking lot and landscaped medians Includes all parking lot area landscaping Includes all exterior landscaping Contractor shall mow small lawns in open courtyard, interior courtyard and exterior lawns. Includes landscaping around air conditioner building Includes interior courtyard/fire ring at the Boy Scout area Brick pathways must be kept weed -free and free of moss/mold by the means of pressure washing. Clean brick pathways and open courtyard once per week Includes stairway on west side of building, as well as stairway on north side of building near Boys Scouts building. Maintenance schedule must be adjusted to accommodate special events Keep all plant material off roof and off walls, unless otherwise specified by Field Service Inspectors. Includes yearly turf renovation of Kitchen Courtyard. Please refer to VIII Turf Maintenance, Section C for details. Seed variety shall be determined by Field Service Inspector/Project Manager. Three cubic yards of PRZ or approved equal shall be used for topdressing. Scheduling and material amounts shall be determined by Field Service Inspector/Project Manager. Item 15 - Rinconada Library and Rinconada Community Garden— 1213 Newell Rd. Blowers at this site may be restricted and shall be used only before the library is open. Trim vines away from building and roof. City of Palo Alto General Services Agreement 62 Rev. March 29, 2018 Item 6: Staff Report Pg. 71 Packet Pg. 127 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Clean patios weekly. Walkways must be cleaned three times a week. Rock area around library and connection road must always be kept clean and free of weeds. Plants around main entrance to Community Garden should be pruned and weeds removed regularly. Remove debris in parking lot and clean along fire lane. Keep bioretention basins free of debris Includes well site. Item 16 - Mitchell Community Center and Library — 3800 Middlefield Rd. Includes parking lot and medians Includes all patios Keep bioretention basins free of debris located on Middlefield side of building and in parking area. Walkways shall be blown/cleaned daily. Includes Green Roof and Green Wall Maintenance Contractor shall follow below safety guidelines and maintenance specifications for the four green roofs: General Green Roofs and Green Walls Safety Requirements *Body harnesses, hard hats, steel toed boots, eye protection (when using equipment), gloves, safety vest shall always be worn when working on the roofs. *Harnesses where appropriate shall always be used when working on the roofs. *Training shall be given to all employees working on the Green Roofs Green Walls per Cal Osha specifications. Training record shall be provided to City Project Manager upon request. *Harnesses shall be inspected per Cal Osha specifications. Inspection record of harnesses shall be provided to City Project Manager upon request. *Always maintain proper footing and awareness of surroundings. City of Palo Alto General Services Agreement 63 Rev. March 29, 2018 Item 6: Staff Report Pg. 72 Packet Pg. 128 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C *Contractor shall be responsible for checking with all applicable regulatory you are always complying while working on Green Roofs and Green Walls. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc sure *Contractor shall seed areas that haven't taken with specific seed variety used during project to fill in areas, as needed starting in March through November. Seed originally purchased from Pacific Coast Seed. Weed Maintenance *Manual weed green roofs bi-weekly (twice per month). Take attention to eucalyptus volunteers. Removal of these volunteers at first site is crucial to avoid much larger future problems. *No pesticides or herbicides shall be used anywhere on green roofs. Item 17 - Mitchell Fire Station Fire Station #4) — 3600 Middlefield Rd. Area includes driveway along church. Mow ivy once a year. Upon request of Field Service Inspector, an additional mowing of the ivy shall be completed. Item 18 - Municipal Service Center (MSC)— 3201 East Bayshore Rd. Boundary extends from the exterior of the north parking lot to the exterior of the south parking lot. Includes SCAADA building and parking lot on the south side of MSC Vines must be kept trimmed for visibility Parking lot maintenance must be performed on Fridays, Saturdays or Sundays when parking lot is least full. Maintenance shall be completed once per month. Areas includes parking lot and parking lot landscaping Area includes weed and litter control inside facility, along all edges, around gas stations, parking lots, and fence lines. All exterior fence lines must maintain a minimum 3 -foot clearance; this includes area behind material bins on the east side of the facility. Oleanders in front of parking lot and suckers on poplar must be trimmed for visibility, keeping all vegetation 3' or less in height. The sidewalk strip must be continually free of weeds. The area around the "A" building, including the warehouse exterior storage area must be cleaned and kept weed free. City of Palo Alto General Services Agreement 64 Rev. March 29, 2018 Item 6: Staff Report Pg. 73 , Packet Pg. 129 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 19- Public Safety Building- 250 Sherman Avenue. Located between Park Boulevard on Sherman Avenue. Item 20 - Roth Building— Homer St. at Bryant St. Item 21— Alma Tower Well Site — Alma St. at Hawthorne Ave. Includes sidewalk strips on Alma St. and on Hawthorne Ave. Trim vines on back of structure as directed by the Field Service Inspectors. Wash benches and informational signs once per month Item 22 -Sterling Canal Service shall begin after 8:30am Keep pathways free of weeds Keep decomposed granite pathways level and free of potholes. Weed parkway area beginning at the Loma Verde entrance. The area should include fence to fence boundaries, until the end of the decomposed granite pathways. Prune vegetation 3x annually. Prune "no -mow" yearly, February. Hand pull weeds within "no -mow". City of Palo Alto General Services Agreement 65 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 74 Packet Pg. 130 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C SECTION E UTILITY SUB -STATIONS and WELL SITES E. UTILITY SUB -STATIONS AND WELL SITES Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc All substations need to be cleaned on a monthly basis inside and outside fenced areas as directed by City's Field Service Inspectors and/or project manager. City's Field Service Inspector shall remain onsite while cleanings take place for safety. Fence lines must be kept free of plant material. Includes all landscaping surrounding these sites. Surveillance cameras are present in utility sub- stations and possibly well sites. Hard hats shall be worn while servicing the interior. Interior access shall be provided by Field Service Inspectors to all substations and well sites. Item 1 - Adobe Creek Substation and Pump Station- PESTICIDE FREE— 1157 East Meadow Ave and 1198 East Meadow. Includes electric station on east side of street and the pump station on the west side of street. Does not include inside of fence line in electric sub -station. Does include inside of fence line on pump - station and exterior on an as requested basis by Field Service Inspectors. Item 2- Alma Street at Oregon Expressway Gas Pipeline Station #2 Includes interior and exterior Item 3 — Arastradero Rd. Fluoride Station — East of 724 Arastradero Rd. Item 4 - Colorado Substation —1080 Colorado Ave. Area includes booster station across the street on the east side of W. Bayshore Rd. Does not include interior fence line of the electric substation. Item 5 - Gas Recovery Station 4 - Oak Rd. and Searsville Rd. (Stanford) Includes interior and exterior Item 6 - Geng Road Substation — Embarcadero Rd. at Geng Rd. Includes interior and exterior maintenance. Item 7 - Hale Well Site —PESTICIDE FREE- 999 Palo Alto Ave. No pesticides or herbicides applications shall be used. City of Palo Alto General Services Agreement 66 Rev. March 29, 2018 Item 6: Staff Report Pg. 75 , Packet Pg. 131 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Maintain a 3 -foot clearance along fence lines and reservoir. Item 8 - Hanover Substation — 3350 Hanover St. Does not include interior maintenance of the electric substation. Item 9 - Hansen Substation — 950 Hansen Way. Does not include interior maintenance of the electric substation Item 10 - Matadero Well Site — PESTICIDE FREE- 635 Matadero Ave. near Whitsell St. Includes maintenance of cement pad Keep plant material off building and fence lines clear to 3 feet Includes interior and exterior Item 11 - Maybell Substation — Near Thain Way and Maybell Ave. Only exterior of substation, does not include interior of electric substation. Item 12- Middlefield Sub Station- 1150 Middlefield Rd Pick up debris and keep weeded, 4x's per year or as requested by Field Service Inspectors. Item 13 -Mitchell Substation — 3600 block of Middlefield Does not include interior maintenance of the electric substation Item 14 - Page Mill Substation — Page Mill Rd. at Old Page Mill Rd. *Please note poison oak and ticks in area. Item 15 - Park Blvd Substation — 3291 Park Blvd. Does not include interior maintenance of the electric substation Item 16 - PG&E Substation — West Bayshore Rd. south of Colorado Ave. Only maintenance of east and south side of exterior fence line. Item 17 - Quarry Electric Station — 281 Quarry Rd. (Stanford) City of Palo Alto General Services Agreement 67 Rev. March 29, 2018 Item 6: Staff Report Pg. 76 , Packet Pg. 132 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Does not include interior maintenance of the electric substation Item 18- San Francisquito (SF Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Creek and Substation- PESTICIDE FREE- East Bayshore Rd. Contractor is responsible for maintaining plant material located in the parking area and west side of pump station located inside of the fence area along fence line. City of Palo Alto General Services Agreement 68 Rev. March 29, 2018 Item 6: Staff Report Pg. 77 , Packet Pg. 133 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C SECTION F TENNIS AND PICKLEBALL COURT CLEANING F. Tennis and Pickleball Court Cleanin Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Specifications for the services of Tennis Court Cleaning of City of Palo Alto and Palo Alto Unified School District (PAUSD) tennis courts. Locations Contractor shall clean 23 various courts at City parks, and 32 various courts at school facilities twice a month. The cleanings shall be done in accordance with posted schedule on each court. The work is to be performed at the locations listed below. The Contractor shall provide all cleaning equipment, materials and labor necessary to perform the required service. Contractors are highly encouraged to visit each individual property independently in addition to the mandatory Pre -Bid Site Tour. Scope of Work 1) During the months of March through November (9 months), the courts shall be water broomed to remove all debris. During the months of December through February (3 months), the courts shall be blown to remove all debris. Upon request of Field Service Inspector, an additional water brooming may be required. 2) Litter shall be picked up on each court every time a court is cleaned. Litter cannot be blown out of the court and onto adjacent paths and park areas. Litter must be picked up with a 3 - foot perimeter of the courts. Litter is to include not only man-made objects, but also debris from plants. 3) Litter shall be removed per the site service level on tennis courts located within all Park sites (includes Hopkins tennis courts and Cubberley Community Center). 4) Field Service Inspectors and/or Project Manager may request additional cleanings. Park Courts Item 1-- Peers Park, 1899 Park Blvd Courts: 2 Item 2 -- Rinconada Park, 777 Embarcadero Rd. and 1415 Hopkins Courts: 9 City of Palo Alto General Services Agreement 69 Rev. March 29, 2018 Item 6: Staff Report Pg. 78 Packet Pg. 134 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 3 -- Weisshaar Park, 2298 Dartmouth Courts: 2 Item 4 -- Hoover Park, 2855 Cowper Courts: 2 Item 5 -- Mitchell Park, 600 E. Meadow Courts: 6 tennis courts and 8 pickleball courts. Item 6 -- Terman Park, 655 Arastradero Rd Courts: 2 PAUSD and Community Center Courts Item 7 -- Palo Alto High School, 50 Embarcadero Courts: 7 Item 8 -- Gunn High School, 780 Arastradero Courts: 7 Item 9 -- JLS, 480 E. Meadow Courts: 6 Item 10 --Greene Middle School, 750 N. California Courts: 6 Item 11-- Cubberley Community Center, 4000 Middlefield Road Courts: 6 Park Courts 1st and 3rd Tuesday of each month- Rinconada, Hopkins, Peers, Weisshaar 1st and 3rd Wednesday of each month- Mitchell and Hoover. PAUSD and Community Center Courts Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 2nd and 4th Tuesday of each month — JLS, Greene, and Terman 2nd and 4th Wednesday of each month- Palo Alto High School and Gunn High School. 2nd and 4th Tuesday morning of each month — Cubberley Community Center City of Palo Alto General Services Agreement 70 Rev. March 29, 2018 Item 6: Staff Report Pg. 79 , Packet Pg. 135 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1 B4579C ATTACHMENT B — SCOPE OF SERVICES APPENDIX A — SITE MAPS • Section A Medians and Roadside Planter Strips • Section B- Parking Tots and Parking Garages • Section C- Parks • Section D- City Facilities • Section E- Utility Substations and Well Sites • Section F- Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 71 1 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 80 Packet Pg. 136 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1 B4579C APPENDIX A - SECTION A - MEDIANS AND ROADSIDE PLAN Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Al - Alma Street East and Center Medians • A1 -A - Alma St. West • A2 - Arastradero Road • A3 - Birch St. Medians • A4 - California Avenue • A5 - California Avenue Business District Tree Wells • A6 - N. California Avenue • A7 - East and West Charleston Road • A8 - Downtown Tree Wells • A9 - El Camino Real • A10 - Eleanor Park Area Cul de Sacs • A11 - Embarcadero Rd. Islands/Underpass • Al2 -Evergreen Park Closures/Park Blvd. Medians • A13 -Forest Ave. • A14 - E. & W. Greenwich St. Cul de Sacs • A15- Kellogg at Middlefield • A16 - Lytton/Guinda • A17- Melville Island • A18 -Miranda Ave. • A19 - Oregon Expressway • A20 - Page Mill Rd. • A21 - Quarry Rd. • A22 - Roundabouts • A23 — San Antonio Rd. Medians/Planter Strips/Interchange/Right-of-way • A24 - University Ave • A25 - 101/West Bayshore Rd. Sound walls • A26 - West Meadow and East Meadow Medians • A27—AMBLUR • A28- Rincon Circle Roundabout City of Palo Alto General Services Agreement 72 Rev. March 29, 2018 Item 6: Staff Report Pg. 81 Packet Pg. 137 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Alma St. East and Center Medians From San Antonio Rd. to Ferne and Greenmeado ; to East Meadow Dr City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 73 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Al Item 6: Staff Report Pg. 82 Packet Pg. 138 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C 1~t, d= � f' I� i /,E'.Carmel. 1(� • dtp 1'/ 1 r,• r €Ie11entary Schoo Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Alma between El Carmelo Ave_ and El Dorado Ave_ Corners (cf. West Charleston and Alma Corners 4,' West Meadow and Alma Alma Street West Alma St_ between E1 Carmelo Ave. and E1 Dorado Ave., corners at West Meadow and Alma, corners aWest Charleston and Alma City- of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A1 -1A City of Palo Alto General Services Agreement 74 Rev. March 29, 2018 Item 6: Staff Report Pg. 83 Packet Pg. 139 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Arastradero Road Clemo Ave. to east of Deer Creek Rd. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 75 Rev. March 29, 2018 Item 6: Staff Report Pg. 84 Packet Pg. 140 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1 B4579C Birch St. Medians Center medians from California Ave. to Oregon Expressway. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 76 Rev. March 29, 2018 A3 Item 6: Staff Report Pg. 85 Packet Pg. 141 of 638 1/4 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C California Avenue Medians and sidewalk planting strips on California Avenue from El Camino Real to CalTrain Property dea/ • S,`*4. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 77 Rev. March 29, 2018 A4 Rem 6: Staff Report Pg. 86 Packet Pg. 142 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C California Avenue Business District Tree Wells Any and all tree wells within the California Avenue business corridor between Cambridge Ave. and Sherman Ave. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Cite of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 78 Rev. March 29, 2018 A5 Item 6: Staff Report Pg. 87 Packet Pg. 143 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C N. California Avenue Landscaped right-of-way on the north side of street between Middlefield Rd. and Barbara Drive (up to resident's driveway). Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 79 Rev. March 29, 2018 A6 Item 6: Staff Report Pg. 88 Packet Pg. 144 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C East and West Charleston Road -Corridor Medians City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 80 Rev. March 29, 2018 Item 6: Staff Report Pg. 89 Packet Pg. 145 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Downtown Tree Wells Lytton St to Forest Ave. (north to south boundary) and from Alma St to Webster St (east to west boundary) City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 81 Rev. March 29, 2018 A8 Item 6: Staff Report Pg. 90 Packet Pg. 146 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C EI Camino Real \ledians and planter strips on EI Camino Real from the intersection of Palo Alto Ave. to Dinahs Ct. City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A9 City of Palo Alto General Services Agreement 82 Rev. March 29, 2018 Item 6: Staff Report Pg. 91 Packet Pg. 147 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C J 3 3 3 Eleanor Park Area Cul de Sacs Landscaped medians (7) in the Eleanor PAW= Park City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 83 f Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 A10 Item 6: Staff Report Pg. 92 Packet Pg. 148 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Embarcadero Rd. Islands/Underpass Starring from east to IA esst on Embarcadero Rd. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips All City of Palo Alto General Services Agreement 84 Rev. March 29, 2018 Item 6: Staff Report Pg. 93 Packet Pg. 149 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C • Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc s 1t c Evergreen Park Closures/Park Blvd. Medians Landscaped and cement street closures (13 locations) located between Park Blvd. and E1 Camino Real at or near the following intersections: W. Meadow, Margarita Ave., Chestnut Ave., Mariposa St., Park Ave., College St., Oxford St., College St., Birch St., Ash St, and Leland St. City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips Al2 City of Palo Alto General Services Agreement 85 Rev. March 29, 2018 Item 6: Staff Report Pg. 94 Packet Pg. 150 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Forest Avenue Center median (turf) between Lincoln Ave_ and Boyce Ave_ City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A 13 City of Palo Alto General Services Agreement 86 Rev. March 29, 2018 Item 6: Staff Report Pg. 95 Packet Pg. 151 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C E & W Greenwich St. Cu1 de Sacs Landscaped/turf medians located on the east and west side of Newell Rd. *W Greenwich is a pollinator garden Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A14 City of Palo Alto General Services Agreement 87 Rev. March 29, 2018 Item 6: Staff Report Pg. 96 Packet Pg. 152 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Kellogg at Middlefield Landscaping on all four corners Includes 2 planter areas Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips Al5 City of Palo Alto General Services Agreement 88 Rev. March 29, 2018 Item 6: Staff Report Pg. 97 Packet Pg. 153 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Lytton/Guinda Landscaped median at Lytton Aye_ and Guinda St. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project -Medians and Roadside Planter Strips A16 City of Palo Alto General Services Agreement 89 Rev. March 29, 2018 Item 6: Staff Report Pg. 98 Packet Pg. 154 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Melville Island Landscaped median at Greenwood Ave. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A17 City of Palo Alto General Services Agreement 90 Rev. March 29, 2018 Rem 6: Staff Report Pg. 99 Packet Pg. 155 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Miranda Avenue Medians along east road shoulder from Arastradero Rd. to Arroyo Ct. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips Al S City of Palo Alto General Services Agreement 91 Rev. March 29, 2018 Item 6: Staff Report Pg. 100 Packet Pg. 156 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Oregon Expressway Medians and planter strips from West Bayshore Rd. to El Camino Real Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A19 City of Palo Alto General Services Agreement 92 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 101 Packet Pg. 157 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Page Mill Road El Camino Real to Foothill Expressway_ City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A20 City of Palo Alto General Services Agreement 93 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 102 Padcet Pg. 158 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Quarry Road Median west of Welch Rd. City of Palo Alto Landscape Maintenance Project — Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 94 A21 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 103 Packet Pg. 159 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Everett Ave at Emerson (Downtown) Park Blvd. at Stanford Ave. (Peers Park) Everett Ave at Webster (Downtown) College Ave. at Yale St. (College Terrace) Cambridge at Yale St. (College Terrace) Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc College Ave at Yale St. (College Terrace) Cambridge Ave at Yale St. (College Terrace) Bryant at Addison (Downtown) Lytton at E m (Downtown) Roundabouts Everett Ave at Emerson (Downtown), Everett Ave at Webster (Downtown), Lytton at Fulton (Downtown), Bryant at Addison (Downtown), Park Blvd at Stanford Ave (Peers Park), College Ave. at Yale St. (College Terrace), Cambridge Ave. at Yale St. (College Terrace) City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A21 City of Palo Alto General Services Agreement 95 Rev. March 29, 2018 Item 6: Staff Report Pg. 104 Packet Pg. 160 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C 1 Item 6 San Antonio Rd. Medians/Planter Strips/Interchange/Right-of-way Frontage Road (end of Ciafdellas property: 1OO1 San Antonio Aye) to Alma Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Stk ip: City of Palo Alto General Services Agreement 96 Rev. March 29, 2018 Item 6: Staff Report Pg. 105 Packet Pg. 161 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C University Avenue Medians islands from north bound El Camino Real to High St. City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 97 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 106 Packet Pg. 162 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 101 /West Basshore Rd. Sound walls North sound walls from Embarcadero Rd. to City Limits; South sound walls from Oregon Expwy. to Amarillo Ave. City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 98 Rev. March 29, 2018 A25 Item 6: Staff Report Pg. 107 Packet Pg. 163 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C West Meadow and East Meadow Medians Maintain medians between Alma Street and Wilkie Way on West Meadow. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips City of Palo Alto General Services Agreement 99 Rev. March 29, 2018 Item 6: Staff Report Pg. 108 Packet Pg. 164 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Ross at Corina - 2 middle islands Ross at East Meadow - roundabout Ross at Colorado - 2 middle islands Ross and Loma Verde - 2 middle medians Ross at Stone (south side) - 2 side medians (speed hump) Ross south of Ames Street- 2 side medians, 3 side medians across from 3412 Ross City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A27 City of Palo Alto General Services Agreement 100 Rev. March 29, 2018 Item 6: Staff Report Pg. 109 Packet Pg. 165 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C •..!-i-:.• � k -44 �.`*a1� ��►� • Jet♦ .� �' ...•f l'"• ,�•• Ciitay -r' Rey ` r: Rant�.` J ,c • r." t i° - , f_ . k.e4,♦fir Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Ross at Richardson Court -_' side medians Ross at Allen Court- 3 side medians Allen Ct and Loma Verde on Ross- 2 medians mid -block planter (speed hump) Ross at Stern 3 side medians includes curb extensions Ross, North of Stern- 2 side medians (speed hump) Ross, south of Sutter- 2 side medians (speed hump) Ross at Moreno -roundabout City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A27 City of Palo Alto General Services Agreement 101 Rev. March 29, 2018 Item 6: Staff Report Pg. 110 Padcet Pg. 166 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C AMSLUA East Meadow Drive at East Meadow Circle- 1 round about 4 side planters and 4 medians East Meadow at Louis - roundabout Ross at Louis - roundabout Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A27 City of Palo Alto General Services Agreement 102 Rev. March 29, 2018 Item 6: Staff Report Pg. 111 Packet Pg. 167 of 638 AMBLUR Bryant at El Verano- 2 islands DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C AMBLUR Louis and Felding- landscape strips Louis and Moreno - landscape strips Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Medians and A2? Roadside Planter Strips City of Palo Alto General Services Agreement 103 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 112 Padcet Pg. 168 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Riacoi Circle Roundabout- across from 4198 Rincon Circle Attachment A - Contract C24186909A with City of Palo Alto Landscape Maintenance Project - Medians and Roadside Planter Strips A28 City of Palo Alto General Services Agreement 104 Rev. March 29, 2018 l _ Item 6: Staff Report Pg. 113 Packet Pg. 169 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C APPENDIX A - SECTION B — PARKING LOTS AND PARKING • B1- California Avenue Business District Lots and Garages • B2- University Avenue Business District Parking Lots and Garages • B3- Midtown Parking Lot City of Palo Alto General Services Agreement 105 Item 6 Attachment A - Contract C24186909A with BrightView Landscape k Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 114 , Packet Pg. 170 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C California Avenue Business District Lots and Garages Item lA - Parking Lot 1 off Cambridge Ave. Item 1B - Parking Lot 2 off Cambridge Ave. Item 1C- Parking Lot 3'"led Thompson Garage Cambridge Ave. K 13irch St. Item 1D - Parking Lot 4 off Cambridge Ave. Item 1E - Parking Lot 5 (Garage) off Cambridge Ave. at Mimosa Ln. Item 1F - Sherman Parking Garage locate at 350 Sherman Ave. Item 1G - Parking Lot 8 off Sherman Av. El Camino Real Item 1H - Parking Lot 9 off Cambridge Ave. at Birch St. City of Palo Alto Landscape Maintenance Project - Parking Lots and Parking Garages City of Palo Alto General Services Agreement 106 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 115 Packet Pg. 171 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C KEYTOPARKING LOTS AND GARAGES p • W.N...Y 0 Cow Lam Low • imomoW••u ▪ 00 o o o a o o W1.w, W.1Mob,i. WmMM o o o o o o o o . i University Avenue Business District Parking Lots and Garages -Item 2A - Parking Lot A — Emerson Street at Lytton Ave. -Item 2B - Parking Lot C — Ramona Street at Lytton, south of Cogswell Plaza -Item 2C - Parking Lot D — Hamilton Ave. at Waverlev St. -Item 2D - Parkmg Lot E — 6OO block of Gilman St. -Item 2E -Parking Lot F — Florence St. near Lytton. -Item 2F -Parking Lot G — 6OO block of Gilman St -Item 2G -Parking Lot H - Cowper St. at Hamilton Ave. -Item -'H -Webster Cowper Parkmg Garage located between Cowper and Webster City of Palo Alto Landscape Maintenance Project - Parking Lots and Parking Garages City of Palo Alto General Services Agreement 107 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc -Item 2I -Parking Lot K — Lytton Ave. at Waverly St. -Item 2J -Parking Lot N — 500 block of Emerson St. next to Lytton Plaza -Item 2K -Parking Lot O - 400 block of High St. between Lytton and University Ave. -Item 2L -Parking Lot P — 500 block of High St. between University Ave. and Hamilton (includes alley way across High Street, north of Parking Garage located at 528 High Street). -Item 2M -Parking Lot S - Bryant Lytton Garage - 445 Bryant St. (includes alley way from Lytton to Florence). -Item 2N -Parking Lot T — Corner of Lytton Ave. at Kipling St - Rev. March 29, 2018 B2 Item 6: Staff Report Pg. 116 Packet Pg. 172 of 638 DocuSign Envelope ID: 220ACF89-13D8-405F-8A78-76CAE1B4579C i MNnovw� Nmwt.rw M Oyrn Midtown Parking Lot Located west of ?2OO block of Midtown Ct • 7�• Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc • � i & t gra77 . 1111 Alp City of Palo Alto Landscape Maintenance Project - Parking Lots and Parking Garages B3 City of Palo Alto General Services Agreement 108 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 117 Padcet Pg. 173 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C APPENDIX A - SECTION C — PARKS • C1 - Bol Park • C2 - Boulware Park • C3 - Bowden Park • C4 - Bowling Green • C5 - Briones Park • C6 - Cameron Park • C7 - Cogswell Plaza • C8 - El Palo Alto Park • C9 - Eleanor Park • C10 - Flood Basin • C11 - Hale Well Park Area • C12 - Heritage Park • C13 - Hoover Park • C14 - Johnson Park • C15 - Lytton Plaza • C16 - Mayfield Park/College Terrace Library • C17 - Mitchell Park • C18 - Monroe Park • C19 - Peers Park • C20 - Ramos Park • C21 - Rinconada Park • C22 - Robles Park • C23 - Sarah Wallis Park • C24 - Scott Park • C25 - Seale Park • C26 - Terman Park • C27 - Timothy Hopkins Creekside Parks • C28 - Ventura Community Center • C29 - Weisshaar Park • C30 - Werry Park • C31 - Greer Park City of Palo Alto General Services Agreement 109 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 118 , Packet Pg. 174 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bol Park Laguna Ave between Matadero Ave. and Barron Ave City of Palo Alto Landscape Maintenance Project -Parks • City of Palo Alto General Services Agreement 110 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 119 Packet Pg. 175 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Boulware Park Between Fernando Ave. and Chestnut Ave_ *Yellow portion of the map is future expansion of Boulware Park City of Palo Alto Landscape Maintenance Project - Parks • City of Palo Alto General Services Agreement 111 Rev. March 29, 2018 Item 6: Staff Report Pg. 120 Padcet Pg. 176 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C N' Bowden Park High St. at N. California Ave. City of Palo Alto Landscape Maintenance Project - Parks • City of Palo Alto General Services Agreement 112 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape �...s Services, Inc Rev. March 29, 2018 C3 f _ Item 6: Staff Report Pg. 121 Padcet Pg. 177 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bowling Green 474 Embarcadero Rd_ at Cowper St. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 113 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Rem 6: Staff Report Pg. 122 Padcet Pg. 178 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Briones Park Arastradero Rd. at Clemo Ave_ City ofPalo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 114 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 C5 Item 6: Staff Report Pg. 123 Packet Pg. 179 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Cameron Park Wellesley St. between Stanford Ave_ and College Ave. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 115 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 C6 Item 6: Staff Report Pg. 124 Padcet Pg. 180 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Cogswell Cogswell Plaza 264 Lytton Avenue- Lytton Ave. between Ramona St. and Bryant St r.„ City of Palo Alto Landscape Maintenance Project - Parks C7 City of Palo Alto General Services Agreement 116 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 125 Packet Pg. 181 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C El Palo Alto Park Palo Alto Ave. at Alma St. Palo Alto'Ave City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 117 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 126 Padcet Pg. 182 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Eleanor Park Charming Ave. at Center Dr. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 118 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Rem 6: Staff Report Pg. 127 Padcet Pg. 183 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 119 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Flood Basin East Bayshore Rd. between Animal Shelter and Adobe Creek CD) Item 6: Staff Report Pg. 128 Packet Pg. 184 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Hale Well Park Area Palo Alto Ave. at Hale Ave. City of Palo Alto Landscape Maintenance Project —Parks City of Palo Alto General Services Agreement 120 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc C11 Rev. March 29, 2018 Rem 6: Staff Report Pg. 129 Padcet Pg. 185 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C City of Palo Alto Landscape Maintenance Project — Parks City of Palo Alto General Services Agreement 121 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc c i 2 Rev. March 29, 2018 Heritage Park Corner of Waverly and Homer Ave. Item 6: Staff Report Pg. 130 Packet Pg. 186 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C St Marks Episcopal Church' Hoover Park Cowper St. between Colorado Ave. and Loma Verde Ave. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 122 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 131 Packet Pg. 187 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Johnson Park Hawthorne Ave. at Waverly St. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 123 Item 6 1 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 C14 I _ Item 6: Staff Report Pg. 132 Padcet Pg. 188 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1 B4579C Lytton Plaza Corner of Emerson and University Ave. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 124 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 133 Packet Pg. 189 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Mayfield Park/College Terrace Library Wellesley St between College Ave_ and California Ave_ City ofPalo Alto Landscape Maintenance Project —Parks C16 City of Palo Alto General Services Agreement 125 Rev. March 29, 2018 Item 6: Staff Report Pg. 134 Packet Pg. 190 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Mitchell Park 38OO Middlefield Road oven,an ick hnstm .. Tree ~Children Center � ' ,t • is t Mitchell park t • ' -1111 ` •,\ \ Y1-1 , da Cafe �r Co m; ��it Center - \ J Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 126 Unitarian Universalist •• rch pf Pa to Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 135 Packet Pg. 191 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Monroe Park Monroe Dr_ at Miller Ave. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 127 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 C 1 S Rem 6: Staff Report Pg. 136 Padcet Pg. 192 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Peers ' ar Park Blvd between Stanford Ave_ and Sequoia Ave City of Palo Alto Landscape Maintenance Project — Parks City of Palo Alto General Services Agreement 128 C19 Rev. March 29, 2018 Item 6: Staff Report Pg. 137 Packet Pg. 193 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Ramos Park 8OO East Meadow Ave. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc J City of Palo Alto Landscape Maintenance Project — Parks C20 City of Palo Alto General Services Agreement 129 Rev. March 29, 2018 I _ Item 6: Staff Report Pg. 138 Padcet Pg. 194 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C `y' >jwd'3►I+ � f ? rvti, „Parks.Trails.'Open ,Space and Recreation T, $jj1 * 1 �} ,,pplbAtt,ku`nior - �IRiia� /oo 4Nends �I 1 zWa erH: ntary Rinconada Park 777 Embarcadero Road City of Palo Alto Landscape Maintenance Project —Parks City of Palo Alto General Services Agreement 130 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc C21 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 139 Padcet Pg. 195 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Robles Park 4116 Park Blvd. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 131 Rem 6 1 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 C22 I _ Item 6: Staff Report Pg. 140 Padcet Pg. 196 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 132 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Sarah Wallis Park 2O2 Ash St. (' f _ Item 6: Staff Report Pg. 141 Packet Pg. 197 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Scott Park Channing Ave. at Scott St. City of Palo Alto Landscape Maintenance Project - Parks C , 4 City of Palo Alto General Services Agreement 133 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 142 Padcet Pg. 198 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Seale Park Maddux Dr. at Stockton Place City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 134 Rev. March 29, 2018 C'; f _ Item 6: Staff Report Pg. 143 Padcet Pg. 199 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C r � Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 655 Arastradero Road City of Palo Alto Landscape Maintenance Project — Parks C.6 City of Palo Alto General Services Agreement 135 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 144 Packet Pg. 200 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Timothy Hopkins Park sites #1 -On Palo Alto Ave. between Cowper St and Tasso St. 02 -On Palo Alto Ave. at Webster St. 143- On Palo Alto Ave. at Southwest corner of Middlefield Rd. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 136 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 145 Packet Pg. 201 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Ventura Community Center Between Ventura Ct. and 2nd Ave. City of Palo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 137 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 146 Packet Pg. 202 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Weisshaar Park 2298 Dartmouth Street- between College Ave. and California Ave. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project -Parks C29 City of Palo Alto General Services Agreement 138 Rev. March 29, 2018 Rem 6: Staff Report Pg. 147 Padcet Pg. 203 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Werry Park 2100 Dartmouth Street -between College Ave. and Stanford Ave. City ofPalo Alto Landscape Maintenance Project - Parks City of Palo Alto General Services Agreement 139 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Rem 6: Staff Report Pg. 148 Padcet Pg. 204 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Greer Park 1098 Amarillo Ave. City of Palo Alto Landscape Maintenance Project — Parks City of Palo Alto General Services Agreement 140 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc C 1 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 149 Padcet Pg. 205 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C APPENDIX A - SECTION D — CITY FACILITIES • D1 - Alma Fire Station • D2 - Animal Shelter • D3 - Arastradero Fire Station • D4 - Art Center • D5 - Bike Paths • D6 - Children's Library • D7- Children's Theater • D8 - City Hall • D9- Cubberley Community Center and Playing Fields • D10 - Downtown Library • D11 - Embarcadero Fire Station • D12 - Hanover Fire Station • D13 - Junior Museum • D14 - Lucie Stern Community Center • D15 - Rinconada Library and Rinconada Community Garden • D16 - Mitchell Community Center and Library • D17 - Mitchell Fire Station • D18 - Municipal Service Center (MSC) • D19 - Public Safety Building • D20- Roth Building • D21 - Alma Tower Well Site • D22- Sterling Canal City of Palo Alto General Services Agreement 141 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 150 , Packet Pg. 206 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Alma Fire Station 3O1 Alma St. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 142 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 DI Rem 6: Staff Report Pg. 151 Padcet Pg. 207 of 638 DocuSign Envelope ID: 220ACF89-13D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Animal Shelter 3281 East Bayshore Rd. City of Palo Alto Landscape Maintenance Project - City Facilities D2 City of Palo Alto General Services Agreement 143 Rev. March 29, 2018 Rem 6: Staff Report Pg. 152 Packet Pg. 208 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Arastradero Fire Station (Fire Station#5) 600 Arastradero Rd. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 144 Rev. March 29, 2018 D3 Item 6: Staff Report Pg. 153 Packet Pg. 209 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C 2 2. 0. 0. ton 3 Art Center 1313 Newell Rd. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D4 City of Palo Alto General Services Agreement 145 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 154 Padcet Pg. 210 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 1.R ilke Ave. to Monroe Dr. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 146 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 155 Packet Pg. 211 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 2. Bol Park Bike Path (starts at Hanover St. to SCCVWD Reservoir, near Gunn High School) Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D5 City of Palo Alto General Services Agreement 147 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 156 Padcet Pg. 212 of 638 DocuSign Envelope ID: 22OACF89-73D8-4O5F-8A78-76CAE1B4579C Bike Paths - Locations varied 3. 1048 Loma VerdeAve. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 148 l Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Rem 6: Staff Report Pg. 157 Padcet Pg. 213 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C 4. Greer Me Paths 3142 Greer Rd to Morris Dr., Morris Dr. to Stockton P1. e ' a s - oca ' ns vane City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 149 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 158 Padcet Pg. 214 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 5. 300 ManzanitaAve. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 150 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 • D5 f _ Item 6: Staff Report Pg. 159 Padcet Pg. 215 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C m., - Bike Paths - Locations varied 6. MO Portaia City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 151 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Rem 6: Staff Report Pg. 160 Padcet Pg. 216 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 7.200 Sequoia Ave_ Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D5 City of Palo Alto General Services Agreement 152 Rev. March 29, 2018 Item 6: Staff Report Pg. 161 Padcet Pg. 217 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 8.443 FerneAve. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 153 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 162 Packet Pg. 218 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc j Bike Paths - Locations varied 9. Duncan PI City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 154 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 163 Packet Pg. 219 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 1O. 1445 Hamilton Ave. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 155 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 164 Packet Pg. 220 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Bike Paths - Locations varied 11. 101 Freeway Bndge to East Bayshore Rd. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 156 if y n -, ■Syiioomkn( S Corporation, !� ' "�. . N eu' altu. Pharmaceut. Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 165 Packet Pg. 221 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 12. EmbarcaderoBikePath Churchill Ave. north (along train tracks) until Cal Train parking lot. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 157 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 I) Item 6: Staff Report Pg. 166 Packet Pg. 222 of 638 Bike Paths - Locations varied 13. Palo Alto Bowl Bike Path Monroe Drive south to Cesano Court DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Dirih ; Gar^,en Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities L) City of Palo Alto General Services Agreement 158 Rev. March 29, 2018 Rem 6: Staff Report Pg. 167 Padcet Pg. 223 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C ISIKe Yatns - Locations Farted 14. Willie Way Bike Comdor (across from 4287 Wilkie Way) Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D5 City of Palo Alto General Services Agreement 159 Rev. March 29, 2018 Rem 6: Staff Report Pg. 168 Padcet Pg. 224 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Bike Paths - Locations varied 15. University Ave to Quarry Rd_ Bike path runs adjacent to El Camino Real. Includes bike path leading to public restroom near VIA. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D5 City of Palo Alto General Services Agreement 160 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 169 Padcet Pg. 225 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C to Palo Alto Chiiips4. ildren's Theatre '' Plays, musicals 8 a Children's Library 1276 Harriet St. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D6 City of Palo Alto General Services Agreement 161 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 170 Packet Pg. 226 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Palo Alto Children's Theatre 'i }► P a s mds.Cais B •i Luce Stern C orrr)un ty_Centei \ • Children's Theater 1305 Middlefield Rd. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 1 City of Palo Alto Landscape Maintenance Project - City Facilities D7 City of Palo Alto General Services Agreement 162 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 171 Packet Pg. 227 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C City Hall 25O Hamilton Ave. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D8 City of Palo Alto General Services Agreement 163 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 172 Padcet Pg. 228 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Cubberley Community Center Campus. Playing Fields, Track and Courts 4000 Middlefield Road -Item 9A-Cubberley Community Center Campus -Item 9B- Cubberley Community Center Playing Fields. Track and Courts City of Palo Alto Landscape Maintenance Project- City Facilities City of Palo Alto General Services Agreement 164 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 D9 Item 6: Staff Report Pg. 173 Packet Pg. 229 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Downtown Library 27O Forest Ave. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 165 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc D10 Rev. March 29, 2018 I _ Item 6: Staff Report Pg. 174 ` Padcet Pg. 230 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Embarcadero Fire Station (Fire Station :3) 799 Embarcadero Rd. City ofFalo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 166 D11 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 175 Packet Pg. 231 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Hanover Fire Station (Fire Station #2) 2675 Hanover St. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 167 Item 6 Attachment A - Contract C24186909A with BrightView Landscape -` Services, Inc D12 Rev. March 29, 2018 Item 6: Staff Report Pg. 176 Packet Pg. 232 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Junior Museum 1451 Middlefield Rd_ City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 168 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc D13 Rev. March 29, 2018 Item 6: Staff Report Pg. 177 Packet Pg. 233 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Lucie Stern Community Center 1305 Middlefield Rd. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc J City ofPalo Alto Landscape Maintenance D 14 Project - City Facilities City of Palo Alto General Services Agreement 169 Rev. March 29, 2018 I _ Item 6: Staff Report Pg. 178 ` Padcet Pg. 234 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rinconada Library and Rinconada Community Garden 1213 Newell Rd. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D15 City of Palo Alto General Services Agreement 170 Rev. March 29, 2018 Rem 6: Staff Report Pg. 179 Padcet Pg. 235 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C ?;10 Middlefield Road Mitchell Community Center and Library 38OO Middlefield Rd. City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 171 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc D16 Rev. March 29, 2018 Rem 6: Staff Report Pg. 180 Padcet Pg. 236 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Mitchell Fire Station (Fire Station #4) 3600 Middlefield Rd. - Palo Alto,Eire Station 4 (Mitchel(Park). Covenant Presbyterian City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 172 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc D17 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 181 Padcet Pg. 237 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Municipal Service Center (MSC) 3201 East Bayshore Rd. -01,East Baysho Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - City Facilities D18 City of Palo Alto General Services Agreement 173 Rev. March 29, 2018 Item 6: Staff Report Pg. 182 Packet Pg. 238 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Public Safety Building 25O Sherman Ave. City of Palo Alto General Services Agreement 174 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 D19 f _ Item 6: Staff Report Pg. 183 Padcet Pg. 239 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C r � Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Roth Building Homer St_ at Bryant St_ City of Palo Alto Landscape Maintenance Project - City Facilities D20 City of Palo Alto General Services Agreement 175 Rev. March 29, 2018 Rem 6: Staff Report Pg. 184 Padcet Pg. 240 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Alma Tower Well Site Alma St. at Hawthorne Ave_ City of Palo Alto Landscape Maintenance Project - City Facilities City of Palo Alto General Services Agreement 176 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc D_'1 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 185 Packet Pg. 241 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Sterling Canal City of Palo Alto Landscape Maintenance Project - City Facilities D22 City of Palo Alto General Services Agreement 177 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 186 Padcet Pg. 242 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C APPENDIX A - SECTION E — UTILITY SUBSTATIONS AND W • El - Adobe Creek Substation and Pump Station • E2 - Alma Street at Oregon Expressway Gas Pipeline Station #2 • E3 - Arastradero Rd. Fluoride Station • E4 - Colorado Sub -station • E5 - Gas Recovery Station 4 • E6 - Geng Road Substation • E7 - Hale Well Site • E8 - Hanover Substation • E9 - Hansen Substation • E10 - Matadero Well Site • Ell- Maybell Substation • E12 - Middlefield Substation • E13 - Mitchell Substation • E14- Page Mill Substation • E15 - Park Blvd. Substation • E16 - PG&E Substation • E17 - Quarry Electric Station • E18 - San Francisquito (SF) Creek and Substation City of Palo Alto General Services Agreement 178 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 187 , Packet Pg. 243 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Adobe Creek Substation and Pump Station 1157 East Meadow Ave and 1198 East Meadow City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 179 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Rem 6: Staff Report Pg. 188 Padcet Pg. 244 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Alma Street at Oregon Expressway Gas Pipeline Station #2 City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 180 Rev. March 29, 2018 Item 6: Staff Report Pg. 189 Packet Pg. 245 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Arastradero Rd. Fluoride Station East '24 Arastradero Rd. City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 181 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc L Rev. March 29, 2018 Rem 6: Staff Report Pg. 190 Padcet Pg. 246 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Colorado Substation 1O8O Colorado Ave. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Utility Substations and We11 Sites E4 City of Palo Alto General Services Agreement 182 Rev. March 29, 2018 Item 6: Staff Report Pg. 191 Packet Pg. 247 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc J Gas Recovery Station 4 Oak Rd. and asaixijk Rd. (Stanford) City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 183 Rev. March 29, 2018 I _ Item 6: Staff Report Pg. 192 Padcet Pg. 248 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Geng Road Substation Embarcadero Rd. at Geng Rd. City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites E6 City of Palo Alto General Services Agreement 184 Rev. March 29, 2018 Rem 6: Staff Report Pg. 193 Padcet Pg. 249 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Hale Well Site 999 Palo Alto Ave. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc ./. tsicsocvos, 4N/ 5-? ., gig.. City of Palo Alto Landscape Maintenance Project - Utility Substations and We11 Sites City of Palo Alto General Services Agreement 185 alb Rev. March 29, 2018 E7 Rem 6: Staff Report Pg. 194 Padcet Pg. 250 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C ,1 /: Hanover Substation 3350 Hanover St. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc .,4 4‘,44417t,t14...„ City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 186 Rev. March 29, 2018 ES f _ Item 6: Staff Report Pg. 195 Packet Pg. 251 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Hansen Substation 950 Hansen Way City of Palo Alto Landscape Maintenance Project - Utility Substations and We11 Sites City of Palo Alto General Services Agreement 187 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc E9 Rev. March 29, 2018 Item 6: Staff Report Pg. 196 Packet Pg. 252 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Matadero Well Site 635 Matadero Ave_ near Whitsefl St. City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites E1O City of Palo Alto General Services Agreement 188 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 197 Padcet Pg. 253 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Maybell Substation Near Lulu Way and Maybell Ave_ City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites Ell City of Palo Alto General Services Agreement 189 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 198 Packet Pg. 254 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 190 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Middlefield Substation 115O Middlefield Rd. F1, Item 6: Staff Report Pg. 199 Packet Pg. 255 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Mitchell Substation 3600 block of Middlefield Rd. Cite of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 191 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc E13 Rev. March 29, 2018 Item 6: Staff Report Pg. 200 Packet Pg. 256 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape s Services, Inc Page Mill Substation Page Mill Rd. at Old Page Mill Rd. City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 192 E14 Rev. March 29, 2018 I _ Item 6: Staff Report Pg. 201 Packet Pg. 257 of 638 DocuSign Envelope ID: 220ACF89-13D8-405F-8A78-76CAE1B4579C Park Blvd. Substation 3291 Park Blvd. Item 6 Attachment A - Contract C24186909A with BrightView Landscape _leirtiiir Services, Inc `.?? City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 193 E1 Rev. March 29, 2018 Item 6: Staff Report Pg. 202 Packet Pg. 258 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C • nk • . y1R 1 • PG&E Substation West Bayshore Rd. south of Colorado Ave_ Attachment A - Contract C24186909A with ,00 City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 194 E16 Rev. March 29, 2018 Item 6: Staff Report Pg. 203 Packet Pg. 259 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Quarry Electric Station 281 Quarry Rd. (Stanford) City of Palo Alto Landscape Maintenance Project - Utility Substations and Well Sites City of Palo Alto General Services Agreement 195 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc E17 Rev. March 29, 2018 f _ Item 6: Staff Report Pg. 204 Padcet Pg. 260 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C San Francisquito (SF) Creek and Substation East Bayshore Rd. City of Palo Alto Landscape Maintenance Project - Utility Substations and We11 Sites City of Palo Alto General Services Agreement 196 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc EIS Rev. March 29, 2018 Item 6: Staff Report Pg. 205 Packet Pg. 261 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C APPENDIX A - SECTION F — TENNIS AND PICKLEBALL COURT • F1- Peers Park • F2- Rinconada Park • F3- Weisshaar Park • F4- Hoover Park • F5- Mitchell Park • F6- Terman Park • F7- Palo Alto High School • F8- Gunn High School • F9- J LS • F10- Greene Middle School • F11- Cubberley Community Center City of Palo Alto General Services Agreement 197 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 206 , Packet Pg. 262 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C BrightView Landscape Services, Inc 1899 Park Blvd. City of Palo Alto Landscape Maintenance Project -Tennis and Pickleball Court Cleanma City of Palo Alto General Services Agreement 198 Rev. March 29, 2018 l _ Item 6: Staff Report Pg. 207 Padcet Pg. 263 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rinconada Park 777 Embarcadero Rd. and 1415 Hopkins Ave. City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 199 Rev. March 29, 2018 Rem 6: Staff Report Pg. 208 Padcet Pg. 264 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Weisshaar Park 2298 Dartmouth St •Wersshaar Parr Tennis Courts Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Mamtenance Project - Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 200 Rev. March 29, 2018 Item 6: Staff Report Pg. 209 Packet Pg. 265 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Hoover Park 2855 Cowper St. ,0 Hoover Park Public Restrooms Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 201 flvanced Solutions Rev. March 29, 2018 Item 6: Staff Report Pg. 210 Padcet Pg. 266 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Mitchell Park 600 E. Meadow Dr. City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 202 Rev. March 29, 2018 Item 6: Staff Report Pg. 211 Packet Pg. 267 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Terman Park 655 Arastradero Rd. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project -Tennis and Pickleball Court Cleaning F6 City of Palo Alto General Services Agreement 203 Rev. March 29, 2018 Rem 6: Staff Report Pg. 212 Padcet Pg. 268 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Palo Alto High School 50 Embarcadero Rd. City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 204 Rev. March 29, 2018 Item 6: Staff Report Pg. 213 Packet Pg. 269 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Gunn High School 78O Arastradero Rd. Rem 6 Attachment A - Contract C24186909A with BrightView Landscape J City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning F8 City of Palo Alto General Services Agreement 205 Rev. March 29, 2018 Rem 6: Staff Report Pg. 214 Padcet Pg. 270 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C JLS Middle School 48O E. Meadow Dr. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning F9 City of Palo Alto General Services Agreement 206 Rev. March 29, 2018 Item 6: Staff Report Pg. 215 Packet Pg. 271 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C ©a . Greene Middle School 75O N. California Ave. City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning City of Palo Alto General Services Agreement 207 Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 F10 Rem 6: Staff Report Pg. 216 Padcet Pg. 272 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C C©)n-l�rl Cubberley Community Center 4000 Middlefield Rd. Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Middle Pa a to di umar, ' oclety hal• • City of Palo Alto Landscape Maintenance Project - Tennis and Pickleball Court Cleaning F 11 City of Palo Alto General Services Agreement 208 Rev. March 29, 2018 Item 6: Staff Report Pg. 217 Packet Pg. 273 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C EXHIBIT B SCHEDULE OF PERFORMANCE Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc SERVICE LEVELS -Service frequencies are listed below unless specified otherwise in Section A -F. I. WEEKDAY SERVICE- (Monday through Friday) The following sites require Monday through Friday service. City Facilities Mitchell Community Center and Library City Hall Cubberley Community Center (sports complex) Public Safety Building Parks Bol Park Boulware Park Bowden Park Briones Park Cameron Park Eleanor Pardee Park Heritage Park Hoover Park Johnson Park Lytton Plaza Mitchell Park Monroe Park Peers Park Ramos Park Rinconada Park Robles Park Scott Park Seale Park Ventura School grounds Werry Park Median, Roadside Strips, & Bioretention Basins University Ave. California Ave. City of Palo Alto General Services Agreement 209 Rev. March 29, 2018 Item 6: Staff Report Pg. 218 , Packet Pg. 274 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc II. MONDAY, WEDNESDAY, FRIDAY SERVICE The following sites require service on every Monday, Wednesday, and Friday: Parks Bowling Green Cogswell Park El Palo Alto Park Mayfield Park Sarah Wallis Park Weisshaar Park City Facilities Art Center Children's Theatre Children's Library Cubberley Community Center (campus) Downtown Library Junior Museum Lucie Stern Community Center Rinconada Library III. SEMI-WEEKLY SERVICE The following sites require service twice per week. Actual days to be determined by Field Service Inspectors and/or Project Manager. City Facilities Roth Building Parking Lots University Ave Business District California Ave Business District Cowper/Webster Ted Thompson Garage City of Palo Alto General Services Agreement 210 Rev. March 29, 2018 Item 6: Staff Report Pg. 219 , Packet Pg. 275 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Median, Roadside Strips, & Bioretention Basins Oregon Expressway Page Mill Islands San Antonio Rd. IV. WEEKLY SERVICE Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc The following sites require service once per week. Actual day to be determined by the Field Service Inspectors and/or Project Manager. Parks Hale Well Park Sterling Canal Timothy Hopkins Creekside Parks Terman Park City Facilities Arastradero Fire Station Alma Fire Station Alma Tower Animal Shelter Embarcadero Fire Station Flood Basin Hanover Fire Station Mitchell Fire Station Municipal Service Center (MSC) Median, Roadside Strips, & Bioretention Basins Alma St Arastradero Islands Birch Medians Charleston Rd. El Camino Real Islands Embarcadero Islands/Underpass Forest Lawn Parkway E. & W. Greenwich Cul de Sacs University Islands/Underpass Utility Sub -Stations & Well -Sites Colorado Substation City of Palo Alto General Services Agreement 211 Rev. March 29, 2018 Item 6: Staff Report Pg. 220 , Packet Pg. 276 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C V. Semi -Monthly Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc The following sites require service once per week. Actual maintenance day is stated below. Tennis and Pickleball Court Maintenance Park Courts 1stand3rd Tuesday of each month- Rinconada, Hopkins, Peers, Weisshaar 1stand3rd Wednesday of each month- Mitchell and Hoover. PAUSD and Community Center Courts 2nd and 4th Tuesday of each month —JLS, Greene, and Terman 2nd and 4th Wednesday of each month- Palo Alto High School and Gunn High School. 2nd and 4th Tuesday morning of each month — Cubberely Community Center VI. MONTHLY The following sites require service once per month. City Facilities Bike Paths Parking Lots Midtown Parking Lots Median, Roadside Strips, & Bioretention Basins Alma St. West @ El Carmelo AMBLUR Arcadia PI. Caltrans Underpass California Avenue Business District Tree Wells N. California Ave (across from Jordan Middle School) Arastradero Rd City of Palo Alto General Services Agreement 212 Rev. March 29, 2018 Item 6: Staff Report Pg. 221 , Packet Pg. 277 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C 1 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Charleston-Arastradero Corridor Medians, Roadside Strips, and Bio Services, inc Downtown Tree Wells Evergreen Park Closures/Park Blvd. Medians Roundabouts Miranda Islands 101 Sound walls (north and south) Bryant/Addison Circle Lytton/Guinda Circle Eleanor Park Area Cul de Sacs Island Drive Melville Island Utility Sub -Stations & Well -Sites Adobe Creek Substation and Pump Station Alma Electric Substation Alma Gas Pipeline Station #2 Arastradero Rd. Fluoride Station Gas Recovery Station 4 Geng Rd. Substation Hale Well Site Hanover Substation Hansen Substation Matadero Substation Middlefield Substation Maybell Substation Mitchell Substation Page Mill Substation PG&E Substation Quarry Substation SCAADA Substation San Francisquito (SF) Creek and Substation VII. Weekend Service (Saturdays and Sundays) Note: The contractor must provide all General Maintenance Clean-up and Playground and Playground Equipment Maintenance at the sites listed below on every Saturday and Sunday for each year of the contract. Parks Bol Park Boulware Park City of Palo Alto General Services Agreement 213 Rev. March 29, 2018 Item 6: Staff Report Pg. 222 , Packet Pg. 278 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Bowden Park Briones Park Cameron Park City Hall Cogswell Park Eleanor Pardee Park Heritage Park Hoover Park Johnson Park Lytton Plaza Mitchell Park (includes Magical Bridge Playground) Monroe Park Peers Park Ramos Park Rinconada Park Robles Park Scott Park Seale Park Ventura School grounds Werry Park Greer Park VIII. SITES THAT REQUIRE HOLIDAY SERVICE Bol Park Boulware Park Bowden Park Briones Park Cameron Park City Hall Cogswell Park Eleanor Pardee Park Heritage Park Hoover Park Johnson Park Lytton Plaza Mitchell Park (includes Magical Bridge Playground) Monroe Park Peers Park Ramos Park Rinconada Park Robles Park Scott Park Seale Park Ventura School grounds City of Palo Alto General Services Agreement 214 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 223 , Packet Pg. 279 of 638 DocuSign Envelope ID:220ACF89-73D8-405F-8A78-76CAE1B4579C Werry Park Greer Park City of Palo Alto General Services Agreement 215 Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Rev. March 29, 2018 Item 6: Staff Report Pg. 224 , Packet Pg. 280 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Note: The contractor must provide all General Maintenance Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc Clean-up ku r kuyFjumiku nd Playground Equipment Maintenance at the above sites on these following holidays and specific holiday weekend days: Memorial Day Weekend (Sunday and Monday) Fourth of July Weekend as follows: Tuesday July 4, 2023 Thursday July 4, 2024 Friday July 4, 2025 Saturday July 4, 2026 and Sunday, July 5, 2026 Sunday July 4, 2027 and July 5, 2027 Labor Day Weekend (Sunday and Monday) City of Palo Alto General Services Agreement 216 Item 6: Staff Report Pg. 225 i Rev. March 29, 2018 Packet Pg. 281 of 638 DocuSign Envelope ID: 220ACF89-13D8-405F-8A78-76CAE1B4579C EXHIBIT C SCHEDULE OF FEES Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR. including both payment for services and reimbursable expenses. shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. The contracts yearly total for each section A. B. C, D. E. and F shall be divided by 12 months for a monthly billing cycle. Please see chart below for monthly totals. BrightView Year 1 Year 2 Year 3 Year 4 Year 5 5 Year Total Additional Services S96 Total Contract Cost Including Additional Services Section A: Medians and Roadside Planter Strips $294,654 $304,963 $315,640 $326,689 $338,122 $1,580,068 579,003 $1,659,071 Monthly Cost $24,555 $25,414 $26,303 $27,224 $28,177 Section 8: Parking Lots and Parking Garages $61,975 $64,141 $66,383 $68,701 571,110 $332,310 $16,616 $348,926 Monthly Cost S5,165 $5,345 $5,532 $5,725 S5,926 Section C: Parks $1,283,979 1,328,917 $1,375,429 51,423,569 $1,473,394 56,885,288 5344,264 $7,229,552 Monthly Cost $106,998 $110,743 $114,619 $118,631 5122,783 Section D: City Facilities $437,538 $452,850 $468,699 $485,103 $502,081 $2,346,271 $117,314 $2,463,585 Monthly Cost $36,462 $37,738 $39,058 $40,425 $41,840 Section E: Utility Substations and Well Sites 570,400 572,862 $75,409 578,053 580,784 $377,508 $18,875 $396,383 Monthly Cost 55,867 $6,072 $6,284 $6,504 $6,732 Section F: Tennis and Pickleball Court 533,845 $35,029 536,258 $37,529 $38,840 $181,501 $9,075 $190,576 Monthly Cost $2,820 $2,919 $3,022 $3,127 $3,237 Total Monthly Cost $181,866 $188,230 $194,818 $201,637 $208,694 Total 5 Year Cost $11,702,946 Total Additional Services 5585,147 Overall Contract Total $12,288,093 City of Palo Alto General Services Agreement 217 Item 6: Stiff Report Pg. 226 Rev. March 29, 2018 Padtet Pg. 282 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C EXHIBIT D INSURANCE REQUIREMENTS Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc CONTRACTORS TO THE CITY OF PALO ALTO (CITY). AT THEIR SOLE EXPENSE. SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW. AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS. AS SPECIFIED. BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT YES ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY. ITS COUNCIL MEMBERS. OFFICERS. AGENTS. AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. 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 City of Palo Alto General Services Agreement 218 Item 6: Stiff Report Pg. 227 Rev. March 29, 2018 Padiet Pg. 283 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INS B. CROSS LIABILITY Item 6 Attachment A - Contract C24186909A with BrightView landscape h Services, Inc THE NAMING OF MORE THAN ONE PERSON. FIRM. OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT. FOR THAT REASON ALONE. EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER. BUT THIS ENDORSEMENT. AND THE NAMING OF MULTIPLE INSUREDS. SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM. THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM. THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 City of Palo Alto General Services Agreement 219 Item 6: Staff Report Pg. 228 Rev. March 29, 2018 Padiet Pg. 284 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C EXHIBIT E BONDS CONTRACTOR'S PERFORMANCE SURETY BOND Item 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and , ("Principal") have entered into an agreement dated , and identified as , which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, Principal is required under the terms of said agreement to furnish a surety bond for the faithful performance of said agreement. NOW, THEREFORE, Principal and , as Surety, incorporated under the Laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if the Principal, Principal's heirs, executors, administrators, successors, or assigns shall promptly and faithfully keep and perform the covenants, conditions, and provisions of the above - mentioned agreement and any alteration thereof, with or without notice to the Surety, and if Principal shall satisfy all claims and demands incurred under such agreement and shall fully protect, indemnify, defend, and hold harmless City, its officers, agents, and employees from all claims, demands, or liabilities which may arise by reason of Principal's failure to do so, and shall reimburse and repay City all outlay and expenses which City may incur in making good any default, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. As part of the obligations secured hereto, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees incurred by City in successfully enforcing such obligations, all to be taxed as costs and included in any judgment rendered. Surety shall be liable for any liquidated damages for which the Principal may be liable under its agreement with the City, and such liquidated damages shall be part of the obligations secured hereto, and in addition to the face amount specified therefore. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this security, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications. Surety hereby waives the provisions of California Civil Code Section 2845 and 2849. The City is the principal beneficiary of this bond and has all rights of a party hereto. City of Palo Alto General Services Agreement 220 Rev. March 29, 2018 Item 6: Staff Report Pg. 229 Padtet Pg. 285 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape IN WITNESS WHEREOF, this instrument has been duly executed by the Principal Services, Inc 20 Name of Surety Signature of Surety Phone Number: n By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) 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 STATE OF ) COUNTY OF ) On , before me, a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. City of Palo Alto General Services Agreement 221 (Seal) Rev. March 29, 2018 Item 6: Staff Report Pg. 230 Padret Pg. 286 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C CONTRACTOR'S PAYMENT (LABOR AND MATERIALS) SURET Item 6 Attachment A - Contract C24186909A with BrightView landscape Services, Inc J WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and , ("Principal"), have entered into an agreement dated , and identified as_ ("Agreement"), which is hereby referred to and made a part here of, whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work to file a good and sufficient payment surety bond with City to secure the claims to which reference is made in Titles 1 and 3 (commencing with Section 8000) of Part 6 of Division 4 of the Civil Code of the State of California. NOW, THEREFORE, Principal and , as Surety, incorporated under the laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), this amount being not less than one hundred percent of the total amount payable by the terms of the Agreement per Civil Code section 9554, for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if Principal, Principal's subcontractors, heirs, executors, administrators, successors, or assigns shall fail to pay any of the persons, companies, or corporations, referred to in Section 9100 of the California Civil Code, as amended, with respect to any work of labor performed or materials supplied by any such persons, companies, or corporations, which work, labor, or materials are covered by the above - mentioned agreement and any amendments, changes, change order, additions, alterations, or modifications thereof, or any amounts due under the California Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, as amended, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, the Surety will pay reasonable attorney's fees in an amount to be fixed by the court. It is hereby expressly stipulated and agreed that this surety bond shall inure to the benefit of any and all persons, companies, and corporations entitled named in Section 9100 of the California Civil Code, as amended, so as to give a right of action to them or their assigns in any suit brought upon this surety bond. The Surety hereby stipulates and agrees that no amendment, change, change order, addition, alteration, or modification to the terms of the agreement of the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this surety bond, and it does hereby waive notice of any such amendment, change, change order, addition, alteration, or modification to the terms of the agreement or to the work performed thereunder or to the specifications accompanying the same. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. City of Palo Alto General Services Agreement 222 Rev. March 29, 2018 Item 6: Staff Report Pg. 231 Padtet Pg. 287 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Item 6 Attachment A - Contract C24186909A with BrightView Landscape IN WITNESS WHEREOF, this instrument has been duly executed by the Sure! Services, Inc � . .... .r... above named on , 20_ Name of Surety Signature of Surety Phone Number: By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) 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 STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) City of Palo Alto General Services Agreement 223 Item 6: Staff Report Pg. 232 Rev. March 29, 2018 Packet Pg. 288 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C EXHIBIT F LIQUIDATED DAMAGES Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc It is mutually agreed by CONTRACTOR and CITY that if completion of the Services to be provided by CONTRACTOR under this Agreement is delayed beyond the time specified in the Schedule of Performance, plus any authorized extensions of time, CITY will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. Accordingly, CITY and CONTRACTOR, agree, as a method to fix the damages and not as a penalty, that in the event of any such failure to perform, the amount of damage which shall be sustained by CITY will be the sum of Five Hundred Dollars ($500) for each and every calendar day during which the Services remain uncompleted beyond the time specified for completion, plus any authorized extension of time. Should CONTRACTOR fail to pay the liquidated damages to CITY, CONTRACTOR agrees that CITY may deduct and withhold the amount of the unpaid damages from any amounts due or that may become due to CONTRACTOR under this Agreement. BY PLACING THEIR INITIALS BELOW, CITY AND CONTRACTOR ACKNOWLEDGE THAT THE AMOUNT SET FORTH ABOVE HAS BEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF CITY'S DAMAGES. CITY CONTRACTOR City of Palo Alto General Services Agreement 224 Item 6: Staff Report Pg. 233 Rev. March 29, 2018 Packet Pg. 289 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C APPENDIX A: Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS The provisions of this this Appendix are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims related to the Services performed under this Agreement. 1. Claim Definition. "Claim" means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City. (B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (C) Payment of an amount that is disputed by the City. 2. Claim Process. (A) Timing. Any Claim must be submitted to City in compliance with the requirements of this Appendix no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived. (B) Submission. The Claim must be submitted to City in writing, clearly identified as a "Claim" submitted pursuant to this Appendix, and must include reasonable documentation substantiating the Claim. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Agreement, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost. Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts. (C) Review. Upon receipt of a Claim in compliance with this Appendix, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2. (D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, City of Palo Alto General Services Agreement 225 Item 6: Staff Report Pg. 234 Rev. March 29, 2018 Packet Pg. 290 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape return receipt requested, the City shall have up to three days following the. Services, TInc 4 noticed meeting of the City Council after the 45 -day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply. 3. Disputed Claims (A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Appendix within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. (B) Mediation. Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the Claim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws. (i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. 4. City's Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Appendix or to otherwise meet the time requirements of this Appendix shall result in the Claim being deemed rejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Appendix, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. City of Palo Alto General Services Agreement 226 Item 6: Staff Report Pg. 235 Rev. March 29, 2018 Packet Pg. 291 of 638 DocuSign Envelope ID: 220ACF89-73D8-405F-8A78-76CAE1B4579C Rem 6 Attachment A - Contract C24186909A with BrightView Landscape Services, Inc 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. 6. Approved Subcontractor Claims. If an approved subcontractor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. 7. Waiver of Provisions. A waiver of the rights granted by Public Contract Code Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. City of Palo Alto General Services Agreement 227 Item 6: Staff Report Pg. 236 Rev. March 29, 2018 Packet Pg. 292 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 CITY OF PALO ALTO CONTRACT NO. C24186909B GENERAL SERVICES AGREEMENT Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc THIS AGREEMENT made and entered into on the 11th day of September 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and GACHINA LANDSCAPE MANAGEMENT, INC., a California corporation, located at 1130 O'Brien Drive, Menlo Park, CA 94025, Telephone Number: 650-853-0400. Department of Industrial Relations (DIR) Registration No. 1000018085. ("CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. Optional On -Call Provision (This provision only applies if checked and only applies to on -call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: ® "A" - Scope of Services "A-1" — On -Call Task Order (Optional) ® "B" - Schedule of Performance ® "C" — Schedule of Fees ® "D" - Insurance Requirements ® "E" - Performance and/or Payment Bond ® "F" - Liquidated Damages CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 Item 6: Staff Report Pg. 237 , Packet Pg. 293 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 3. TERM. The term of this Agreement is from October 1, 2023 to September 30, 2028 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: L The total maximum lump sum compensation of dollars ($ ); OR L The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Hundred Sixty -Nine Thousand Seven Hundred Sixty -Four dollars ($469,764). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Forty -Six Thousand Nine Hundred Seventy -Six dollars ($46,976) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. The total compensation for performance of Services, Additional Services, and any reimbursable expenses specified in Exhibit C, shall not exceed Five Hundred City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 Item 6: Staff Report Pg. 238 Packet Pg. 294 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Sixteen Thousand Seven Hundred Forty dollars ($516,740), _ Management, inc_ ibit C. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR'S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix A Claims for Public Contract Code Section 9204 Public Works Projects". r This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix A, attached hereto and incorporated herein. OR r This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: City of Palo Alto, CDS/Parks, 3201 East Bayshore Boulevard, Palo Alto, CA 94303. Telephone: 650-496-6962. Email: Javod.Ghods@CityofPaloAlto.org. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 Item 6: Staff Report Pg. 239 Packet Pg. 295 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape subject to verification by CITY. CITY shall pay the undisputed amo Management, Inc thin 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee 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 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 Item 6: Staff Report Pg. 240 Packet Pg. 296 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape 4.62.030 for each hour worked within the geographic boundaries oN...Manageme"t' i"`_ Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 Item 6: Staff Report Pg. 241 Packet Pg. 297 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 Item 6: Staff Report Pg. 242 Packet Pg. 298 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Co _ Management, inc _e510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 Item 6: Staff Report Pg. 243 Packet Pg. 299 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape of CONTRACTOR and that no person associated with CONTRACTOR h _ Marageme"t_i"`, rect or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 Item 6: Staff Report Pg. 244 Packet Pg. 300 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape from the facility accepting the pallets to verify that pallets are ..Management,Inc ,^+sed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. OR 171 Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: "A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 Item 6: Staff Report Pg. 245 Packet Pg. 301 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape registered and qualified to perform public work pursuant to Sectio,. Management,!"` .fJt a violation of this section for an unregistered contractor to submit a bid that is author"zed by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded." CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854 -compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY's request. [For state- and federally -funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10 -day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 Item 6: Staff Report Pg. 246 Packet Pg. 302 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agree,.. Ma"_age`r'e"t,!"`_a e of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 Item 6: Staff Report Pg. 247 Packet Pg. 303 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc 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 GACHINA LANDSCAPE MANAGEMENT, INC. City Manager or Designee Purchasing Manager or Designee Approved as to form: City Attorney or Designee City of Palo Alto General Services Agreement DocuSigned by: By BD64DFA36F12409... hjigachina@gachina.com Name Title President and CEO 6508530400 Telephone: By Sharon Chao Name DocuSigned by: S(rbut, at '-2D74CB7B96204E3._. Director Finance Title 510-996-2583 Telephone: 12 Rev. March 29, 2018 Item 6: Staff Report Pg. 248 Packet Pg. 304 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 EXHIBIT A SCOPE OF SERVICES LANDSCAPE MAINTENANCE PROJECT Location: City of Palo Alto Regional Water Quality Control Plant (RWQCP) and Household Hazardous Waste Station (HHWS) 2501 Embarcadero Way, Palo Alto, CA 94303 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc Site contact: Julie Weiss Public Works Public Works —Watershed Protection Watershed Protection Program Manager 650.329.2117 julie.weiss@cityofpaloalto.org Contractor shall perform the services as detailed in this Exhibit A. SECTION G Regional Water Quality Control Plant and Household Hazardous Waste Station Landscape Maintenance Scope of Services (Service to begin October 1, 2023) 13 Rev. March 29, 2018 City of Palo Alto General Services Agreement Item 6: Staff Report Pg. 249 Packet Pg. 305 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 1 —Basic Services Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc A. Background The Regional Water Quality Control Plant (RWQCP or "Plant") Landscaping was constructed in 2015. The eight acres of landscaping screens the 25 -acre RWQCP from the Palo Alto Baylands. Professional landscaping is also maintained at the RWQCP campus entrance and at the Household Hazardous Waste Station (HHWS) which is immediately adjacent to the RWQCP entrance. There are four project areas for this location. See attachment L1.0 for project area boundaries. 1. The Regional Water Quality Control Plant interior campus landscaping located at 2501 Embarcadero Way (70,000 sf). 2. The Household Hazardous Waste Station located immediately adjacent to the entrance of the RWQCP (11,000 sf); 3. The RWQCP exterior property which begins at the corner of Embarcadero Way and Embarcadero Road. The property wraps southeast around the corner of Embarcadero Road at the Palo Alto Baylands and continues to the end across from Byxbee Park (279,000 sf). Note: Attachment L1.2 —shows mature tree stands on the exterior property (67,000 sf) which do not require maintenance. 4. The San Antonio Pump Station which is a satellite location that requires weed maintenance (Attachment L1.3). B. Site Contacts and Communication The City of Palo Alto Parks Supervisor will administer the landscape maintenance contract. The RWQCP Watershed Protection Program Manager ("Program Manager") will be the site contact for the three RWQCP and HHWS locations. The contractor will meet with the Program Manager monthly to review the checklist, prioritize work tasks and discuss site needs. C. Workplan and Checklist The contractor will draft a workplan and a monthly checklist of tasks that are to be completed for the four locations to ensure that weekly, monthly and annual tasks are scheduled, tracked, and completed. The draft workplan and checklist will be provided to the Program Manager before the start of each contract year for review and approval. D. Days and Hours of Service Maintenance demands for other City locations may not preclude hours of service or quality of service levels for the RWQCP and HHWS sites. Unless otherwise negotiated with the Project Manager, the contractor must provide onsite service a minimum of 32 hours per week with City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 Item 6: Staff Report Pg. 250 , Packet Pg. 306 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape service on Monday, Tuesdays, Wednesdays and Thursdays. Substitutions fo, Management, Inc to lower service needs during the winter must be approved by the Program Manager. e Weekend service dates are only available for the exterior project area. Friday service hours are restricted after noon. E. Weed Management 1. Weed management expectations Weeds are defined as plants not deliberately planted or included in the City's plant palette for this location. Weed threshold for the exterior and interior sites is 10%. Weed removal should be performed during each regular site visit. All portions of weeds for all locations must be bagged and removed from site and not discarded on premises in order to deter weed establishment and reduce seed bank. Flowering weeds must be removed before seeds are present and before higher than 18". In addition: i. Sheet mulching, mowing, steaming or other mechanical removal are acceptable for weed removal. Burning or propane torch are only acceptable for weeds in hardscaped areas. ii. Herbicides may be used only with Project Manager approval unless otherwise stated in this scope of services. All pesticides must be approved in advance by the Program Manager. iii. All seasonal weed services must be coordinated with the Program Manager in advance to not impair RWQCP operations or construction activity. iv. If chemical use is required because of contractor inattention to non -chemical weed management, the chemical application will be provided at no cost to the City and Project Manager pre -approval. 2. Weed management locations and service levels: RWQCP exterior, RWQCP interior and HHWS landscaped areas: Weed management for landscaping in these areas is an ongoing task except for the Redwood Grove and Employee Garden as specified below. The weed threshold 10%. See attachment L1.0 for locations. • Redwood Grove: The redwood grove requires weed knockback four times annually in January, April, July, October unless otherwise approved by the Program Manager • The RWQCP Employee Garden requires hand removal of weeds in City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 Item 6: Staff Report Pg. 251 Packet Pg. 307 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B751 CE9 Item 6 Attachment B - Contract C24186909B with Gachina Landscape January, April, July, October unless otherwise approJkM"'a agement, Manager. Program Manager to be notified in advance so that employees maintaining a garden can be notified and to avoid accidental removal of plants that should stay in place. ii . Building, fence perimeters, fire hydrants (Attachment L1.4), and valve boxes will have weeds knocked back in January, April, July, October unless otherwise approved by the Program Manager. Contractor will apply City mulch as needed to suppress weeds between scheduled knockbacks. iii. Administration building rear parking lot: The parking lot behind the Administration Building will have weeds knocked back four times annually in January, April, July, October. See Attachment L1.0. iv. San Antonio Pump Station: The San Antonio Pump Station near the corner of East Bayshore Road and San Antonio Road will have weeds knocked back twice annually March and November. Contractor may apply City mulch to suppress weeds in interim between scheduled knockbacks. See Attachment L1.4). Contractor must schedule service for this locked facility in advance with Project Manager. v. Biofilters will be treated twice annually in January and June with pre -and post -emergent and weed knock back each time unless otherwise recommended by contractor and approved by Project Manager. Contractor shall schedule herbicide application date for biofilters one month in advance with Project Manager. The three biofilters are the only sites requiring herbicide use as part of regular maintenance. Approved pre- and post-emergents include: City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 Item 6: Staff Report Pg. 252 Packet Pg. 308 of 638 DocuSign Envelope ID: 33AB4 Item 6 Attachment B - C24186909E F. Pest Management Pest management needs will be subject to the Integrated Pest Management Requirements listed in Exhibit A Section 7 and in the Weed Management Section E listed above. G. Fertilizer Application No supplemental fertilizing is necessary for established plant material. H. Mulching The City can provide shredded tree trimmings which can be used as mulch. Mulch areas are to be topped once a year unless otherwise specified to maintain a three to six inches layer around shrub, ground cover and tree planting areas. A two-inch layer of mulch is allowed under newly planted groundcover. Groundcover should be allowed to grow over the mulch. The contractor must maintain six inches from mulch to tree trunks and shrubs. City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 Item 6: Staff Report Pg. 253 Packet Pg. 309 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 I. Debris and Trash Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc Debris and trash should be removed from planter areas immediately during every service day. Landscape trimmings will be swept and composted immediately each service day. J. Mechanical Edging All planting edges including, but not limited to, sidewalks, patios, drives, curbs, shrub beds, flowerbeds, ground cover beds and native grasses shall be edged to a uniform line, with constant clearance maintained at public use pathway edges. Turf lawn edges will be edged to a uniform line each time turf is mowed. Chemical edging is not allowed. K. Wildlife Protection Contractor must take care to not harm existing wildlife areas and specifically the activities related to the gray fox. Gray fox dens and fox paths exist within the facilities grounds and require special attention given that gray fox sightings are common. Prior to service, contractor staff and supervisors must receive basic gray fox informational training, provided by RWQCP staff. L.Hardscape and Site Amenities 1. Decomposed Granite Fines Paths Decomposed granite paths will be maintained with an even surface adding material as needed to keep path even. Patch accordingly with decomposed granite fines and stabilizer per manufacturer's recommendations. Service will be provided annually unless otherwise agreed upon. 2. Sweeping and litter collection Sweeping up leaves from walkways, the parking lot and around recycling containers shall occur a minimum of weekly. Any trimming or clippings from mowing, pruning or other activity shall be swept and removed that same day. 3. Tables (5) Inside the RWQCP campus shall be completely wiped down and table surfaces shall be spray cleaned with soapy water weekly to remove spider webs, dirt, and grease. 4. Interpretative signage (up to three) On the RWQCP campus and exterior (one) shall be wiped and spray cleaned with soapy water weekly. 5. Arbors City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 Item 6: Staff Report Pg. 254 , Packet Pg. 310 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc Vegetation on arbors shall be trimmed quarterly to ensure that pa_.._ _. _ ...___..__�6ns are visible. Ensure that arbors are clean and clear of debris. City shall be notified if damage is present. 6. Seatwalls. City shall be notified if damage is present or if painting is needed. 7. Manhole walkway art Care should be taken to ensure that manhole and supporting structural framing are clean and clear of debris. City shall be notified if damage is present. M. Shrubs, groundcovers and vines 1. Pruning frequency: RWQCP and HHWS shall be pruned at least four (4) times per year or more as needed dependent upon the growth patterns of the plant species and location in question. General pruning seasons shall be established with project manager as part of the workplan and monthly checklist to be provided to Project Manager as discussed in Section C. 2. Contractor shall prune all plants on a site within a two (2) week period or as authorized by the City. Contractor shall not exceed one (1) month to complete all pruning operations once started. 3. All dead shrubs shall be removed, the planting location flagged and inventoried for replacement. Notify City prior to removal. 4. Hand prune along path and walkway edges as necessary to eliminate road or pathway encroachment. 5. Hand prune hedges and shrubs to keep curbs and walkways clear. 6. No pruning shoots on tops of the plant. 7. When cutting out a stem, cut to a side branch that is about one-third the diameter of the stem being removed. 8. Pruning cuts shall be smooth and leave no stubs. Ragged or chewed appearance is not acceptable. 9. Remove all dead, diseased -and unsightly branches from shrubs. Remove all vines or other growth as it develops within the shrubs/hedge. Any runners that start to climb buildings, shrubs or trees shall be pruned out of these areas. 10. Ground cover shall be kept free of weeds, litter, debris and leaves. Ground cover City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 Item 6: Staff Report Pg. 255 Packet Pg. 311 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape shall not exceed three inches (3") beyond the inside edge of the Management_Inc Hand pruning only. Pruning groundcover plants should only be done to remove dead branches. No shearing. 11. Mechanical shearers are not to be used when pruning plants. N. Strap Leaf Shrubs No pruning. Plants to be physically divided when clump has become too large. O. Ornamental Grasses Twice annual hedging as needed to replenish growth. Plants to be maintained on every site visit and dead plant material removed by hand. P. Rosa species Dead head flowers and reduce size of bush, removing all dead branches quarterly. Plants to be hand trimmed above the 5 and 3 leaf sprouts. No stubs acceptable as they deter plant growth. Q. Perennials Perennials must be cut back in late fall. Most perennials should be cut completely to the ground once the plant has exhausted all or most life signs. Contractor must make distinction to crews between perennials and shrubs. Deadhead perennial blooms in spring, summer, and fall months to stimulate additional growth and flowers. Remove dead leaves from under part of plant by pulling them off by hand. Remove spent flower stocks by pulling them upward by hand. R. Turf 1. Turf located inside the RWQCP should be mowed to a 4-6" height. Turf shall have the appearance of being healthy and green during the entire term of the contract. 2. Weeds such as Bermuda grass will be removed from turf weekly to avoid weed infestations. 3. Thatch removal shall be performed annually. All grass clippings shall be collected and removed from the site on the same day the area is mowed and edged and removed for composting. 4. Mowing operations shall be performed to ensure a smooth surface appearance throughout the year, without scalping or allowing excessive cuttings to remain. Precautions shall be taken to prevent rutting, damage to trees, shrubs and sprinklers. 5. Walkways and gutters, etc. shall be cleaned immediately following each mowing/edging. City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 Item 6: Staff Report Pg. 256 Packet Pg. 312 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc 6. Aeration of all turf areas shall be done by using a device that removes cores to a depth of 3" to 4" (spring and fall). 7. All cores shall be removed from the turf and composted of off -site or thoroughly pulverized within twenty-four (24) hours after aerating. 8. Flag/mark irrigation system heads, valve boxes, and quick couplers. Contractor is responsible for repairing any damaged caused by aerification equipment, this would include but not limited to irrigation heads, valve boxes and quick couplers. S. Exterior Native Grasses The exterior project site includes large areas of native grasses. Native grasses shall appear healthy during the entire term of the contract. Native grasses shall be maintained as necessary to be a competitive stand of growth in all areas where established. Native grasses shall be mowed annually only after a majority of the grasses have developed full viable seed heads. The time period for mowing to occur given a normal year of precipitation is generally from May 15th to July 15th. Upon approval by the City the Contractor shall mow all areas within 10 working days after receiving notification from the City. All areas should be mowed to a height between 6 (six) to 8 (eight) inches. One month prior to mowing in areas outside the RWQCP fence line (reference drawings L1.0) contractor must coordinate with RWQCP staff to confirm site features area protected. Mowing operations shall be performed to ensure a smooth surface without scalping. Precautions shall be taken to prevent rutting, damage to trees, shrubs, and sprinklers. All equipment shall be adjusted to the proper cutting heights and shall be adequately sharpened. All debris including but not limited to trash, stones, and limbs shall be removed prior to mowing. Walkways, drainage inlets and channels, planters, etc. shall be cleaned immediately following each mowing/edging. All grass clippings shall be collected and removed from these areas but retained in those areas where native grasses are to naturalize. T. Plant flagging and replacement 1. Exterior project site: The contractor shall flag, inventory and replace plants exterior project area twice annually. 2. RWQCP Campus and HHWS: The RWQCP and HHWS shall have expired plants replaced monthly. The contractor will supply the list and quantity of replacement plants needed to the Project Manager for approval prior to purchase. City of Palo Alto General Services Agreement 21 Rev. March 29, 2018 Item 6: Staff Report Pg. 257 , Packet Pg. 313 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 U. Exclusions Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc 1. Irrigation City of Palo Alto Parks Department is responsible for all irrigation maintenance, repair installation and replacement except for minor irrigation tasks associated with the RWQCP Employee Garden and Redwood Grove (primarily related to Netafim placement). However, contractor shall notify Parks Supervisor and Project Manager if there are any signs of irrigation breaks or damage, uneven or overwatering on the same day damage is observed, track repair status and report to the Project Manager and Park Supervisor if repairs have not been made after five days of notification to the Parks Supervisor. Supplemental manual watering shall be done by contractor as requested by City. All manual irrigation will be done Monday through Friday from 7a.m. to 4p.m. 2. Tree Maintenance Tree maintenance will be performed by the City of Palo Alto. However, any observed tree damage or health concerns should be reported to the Parks Supervisor and Project Manager within five business days after damage is observed.. City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 Item 6: Staff Report Pg. 258 , Packet Pg. 314 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 L1.0 RWQCP and HHWS Landscaping Project Areas Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc Area comprises nine acres for RWQCP facility, HHW Station, and San Antonio pump station not shown on this map. City of Palo Alto General Services Agreement 23 Biofilter Exterior RWQCP Interior RWQCP Household Hazardous Waste Station Rev. March 29, 2018 Item 6: Staff Report Pg. 259 , Packet Pg. 315 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B751 CE9 L1.2 Mature Tree Stands on RWQCP Property Which Do Not Requi Item 6 Attachment B - Contract C24186909B with Gachina Landscape Management, Inc J r&_C AL O AIMry S UP 11AYTA CLAIM 062 WV POIn At_. isl O ALTO Y1T', ANTI! MAT 2= OREMF1VF I A1176rIVE ARFA.! - Fjc1ERIDR R►Y17lr1AF 'WE GROVE IAINIS!CAPE WALE ,•.0m•x J f r I raYk72 '.Wf I■ • Get, SIEGFRIED ;off ••t..•• i••*, •i�11• IEC • ky• • t•• , C•ICT••1• WI I iii • 1 Sill now a.■hui•.•.... h• 1tl-1U 211♦ IlliaIOWILMINE WW1' wIIwIL !LINT X131 kr,N.:dor wq Pala Alt, C1ea4e a 949:0 OIl1E 17571/111 ATAI-RANT L1.2 City of Palo Alto General Services Agreement 24 Rev. March 29, 2018 Item 6: Staff Report Pg. 260 Packet Pg. 316 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 11.3 San Antonio Pump Station Item 6 Attachment B - Contract C24186909B with Gachina Landscape Management, Inc San Antonio Pump Station ' City of Palo Alto General Services Agreement 25 Rev. March 29, 2018 Item 6: Staff Report Pg. 261 Packet Pg. 317 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 L1.4 Fire Hydrant Locations for Weed Knock Back Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc 5 Y it City of Palo Alto General Services Agreement 26 i G Rev. March 29, 2018 Item 6: Staff Report Pg. 262 , Packet Pg. 318 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according to the following schedule: Days and Hours of Service Maintenance demands for other City locations may not preclude hours of service or quality of service levels for the RWQCP and HHWS sites. Unless otherwise negotiated with the Project Manager, the contractor must provide onsite service a minimum of 32 hours per week with service on Monday, Tuesdays, Wednesdays and Thursdays. Substitutions for this schedule due to lower service needs during the winter must be approved by the Program Manager. Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc Weekend service dates are only available for the exterior project area. Friday service hours are restricted after noon. City of Palo Alto General Services Agreement 27 Rev. March 29, 2018 Item 6: Staff Report Pg. 263 , Packet Pg. 319 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 EXHIBIT C SCHEDULE OF FEES Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. The contracts yearly total for section G, Regional Water Quality Control Plant shall be divided by 12 months for a monthly billing cycle. Please see chart below for monthly totals. DETAILED RATE SCHEDULE Gachina Landscaping Year Year2 Year3 Year4 Years 5Year Total Additional Services10% Total Contract Cost Including Additional Services Section G: Regional Water Quality Control Plant $90,624 $90,524 $93,348 $96,144 $99,024 $469,764 $46,976 $516,740 Monthly Cost $7,552 $7,552 $7,779 $8,012 $8,252 Total 5 Year Cost $469,764 Total Additional Services $46,976 Overall Contract Total $516,740 City of Palo Alto General Services Agreement 28 Rev. March 29, 2018 Item 6: Staff Report Pg. 264 Packet Pg. 320 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B751 CE9 EXHIBIT D INSURANCE REQUIREMENTS Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A-:VH, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, ES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY ANI) PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT YES ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. 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 City of Palo Alto General Services Agreement 29 Rev. March 29, 2018 Item 6: Staff Report Pg. 265 Packet Pg. 321 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B751 CE9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSL, Management, Inc B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 City of Palo Alto General Services Agreement 30 Rev. March 29, 2018 Item 6: Staff Report Pg. 266 Packet Pg. 322 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 EXHIBIT E BONDS CONTRACTOR'S PERFORMANCE SURETY BOND Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and , ("Principal") have entered into an agreement dated , and identified as , which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, Principal is required under the terms of said agreement to furnish a surety bond for the faithful performance of said agreement. NOW, THEREFORE, Principal and , as Surety, incorporated under the Laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if the Principal, Principal's heirs, executors, administrators, successors, or assigns shall promptly and faithfully keep and perform the covenants, conditions, and provisions of the above - mentioned agreement and any alteration thereof, with or without notice to the Surety, and if Principal shall satisfy all claims and demands incurred under such agreement and shall fully protect, indemnify, defend, and hold harmless City, its officers, agents, and employees from all claims, demands, or liabilities which may arise by reason of Principal's failure to do so, and shall reimburse and repay City all outlay and expenses which City may incur in making good any default, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. As part of the obligations secured hereto, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees incurred by City in successfully enforcing such obligations, all to be taxed as costs and included in any judgment rendered. Surety shall be liable for any liquidated damages for which the Principal may be liable under its agreement with the City, and such liquidated damages shall be part of the obligations secured hereto, and in addition to the face amount specified therefore. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this security, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications. Surety hereby waives the provisions of California Civil Code Section 2845 and 2849. The City is the principal beneficiary of this bond and has all rights of a party hereto. City of Palo Alto General Services Agreement 31 Rev. March 29, 2018 Item 6: Staff Report Pg. 267 Packet Pg. 323 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape IN WITNESS WHEREOF, this instrument has been duly executed by the Principal Management, Inc 20 Name of Surety Signature of Surety Phone Number: n By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) 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 STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. City of Palo Alto General Services Agreement 32 (Seal) Rev. March 29, 2018 Item 6: Staff Report Pg. 268 Packet Pg. 324 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 CONTRACTOR'S PAYMENT (LABOR AND MATERIALS) SURET Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and , ("Principal"), have entered into an agreement dated , and identified as ("Agreement"), which is hereby referred to and made a part here of, whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work to file a good and sufficient payment surety bond with City to secure the claims to which reference is made in Titles 1 and 3 (commencing with Section 8000) of Part 6 of Division 4 of the Civil Code of the State of California. NOW, THEREFORE, Principal and , as Surety, incorporated under the laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), this amount being not less than one hundred percent of the total amount payable by the terms of the Agreement per Civil Code section 9554, for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if Principal, Principal's subcontractors, heirs, executors, administrators, successors, or assigns shall fail to pay any of the persons, companies, or corporations, referred to in Section 9100 of the California Civil Code, as amended, with respect to any work of labor performed or materials supplied by any such persons, companies, or corporations, which work, labor, or materials are covered by the above - mentioned agreement and any amendments, changes, change order, additions, alterations, or modifications thereof, or any amounts due under the California Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, as amended, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, the Surety will pay reasonable attorney's fees in an amount to be fixed by the court. It is hereby expressly stipulated and agreed that this surety bond shall inure to the benefit of any and all persons, companies, and corporations entitled named in Section 9100 of the California Civil Code, as amended, so as to give a right of action to them or their assigns in any suit brought upon this surety bond. The Surety hereby stipulates and agrees that no amendment, change, change order, addition, alteration, or modification to the terms of the agreement of the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this surety bond, and it does hereby waive notice of any such amendment, change, change order, addition, alteration, or modification to the terms of the agreement or to the work performed thereunder or to the specifications accompanying the same. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. City of Palo Alto General Services Agreement 33 Rev. March 29, 2018 Item 6: Staff Report Pg. 269 Packet Pg. 325 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape IN WITNESS WHEREOF, this instrument has been duly executed by the Sure Management, Inc r w " r••, above named on , 20 . Name of Surety Signature of Surety Phone Number: By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) 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 STATE OF )COUNTY OF ) On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) City of Palo Alto General Services Agreement 34 Item 6: Staff Report Pg. 270 Rev. March 29, 2018 Packet Pg. 326 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 EXHIBIT F LIQUIDATED DAMAGES Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc It is mutually agreed by CONTRACTOR and CITY that if completion of the Services to be provided by CONTRACTOR under this Agreement is delayed beyond the time specified in the Schedule of Performance, plus any authorized extensions of time, CITY will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. Accordingly, CITY and CONTRACTOR, agree, as a method to fix the damages and not as a penalty, that in the event of any such failure to perform, the amount of damage which shall be sustained by CITY will be the sum of Five Hundred Dollars ($500) for each and every calendar day during which the Services remain uncompleted beyond the time specified for completion, plus any authorized extension of time. Should CONTRACTOR fail to pay the liquidated damages to CITY, CONTRACTOR agrees that CITY may deduct and withhold the amount of the unpaid damages from any amounts due or that may become due to CONTRACTOR under this Agreement. BY PLACING THEIR INITIALS BELOW, CITY AND CONTRACTOR ACKNOWLEDGE THAT THE AMOUNT SET FORTH ABOVE HAS BEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF CITY'S DAMAGES. CITY CONTRACTOR City of Palo Alto General Services Agreement 35 Item 6: Staff Report Pg. 271 Rev. March 29, 2018 , Packet Pg. 327 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 APPENDIX A: Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS The provisions of this this Appendix are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims related to the Services performed under this Agreement. 1. Claim Definition. "Claim" means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City. (B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (c) Payment of an amount that is disputed by the City. 2. Claim Process. (A) Timing. Any Claim must be submitted to City in compliance with the requirements of this Appendix no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived. (B) Submission. The Claim must be submitted to City in writing, clearly identified as a "Claim" submitted pursuant to this Appendix, and must include reasonable documentation substantiating the Claim. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Agreement, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost. Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts. (C) Review. Upon receipt of a Claim in compliance with this Appendix, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2. (D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, City of Palo Alto General Services Agreement 36 Item 6: Staff Report Pg. 272 Rev. March 29, 2018 , Packet Pg. 328 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape return receipt requested, the City shall have up to three days following the. Manage a t, inc noticed meeting of the City Council after the 45 -day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply. 3. Disputed Claims (A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Appendix within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. (B) Mediation. Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the Claim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws. (i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. 4. City's Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Appendix or to otherwise meet the time requirements of this Appendix shall result in the Claim being deemed rejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Appendix, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. City of Palo Alto General Services Agreement 37 Item 6: Staff Report Pg. 273 Rev. March 29, 2018 Packet Pg. 329 of 638 DocuSign Envelope ID: 33AB407D-3DC1-444D-A147-90FC0B7510E9 Item 6 Attachment B - Contract C241869096 with Gachina Landscape Management, Inc J 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. 6. Approved Subcontractor Claims. If an approved subcontractor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. 7. Waiver of Provisions. A waiver of the rights granted by Public Contract Code Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. City of Palo Alto General Services Agreement 38 Item 6: Staff Report Pg. 274 Rev. March 29, 2018 , Packet Pg. 330 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 CITY OF PALO ALTO CONTRACT NO. C24186909C GENERAL SERVICES AGREEMENT Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j THIS AGREEMENT made and entered into on the 11th day of September 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and GRASSROOTS ECOLOGY, a non- profit organization, located at 3921 East Bayshore Road, Palo Alto, CA 94303, Telephone Number: 650-419- 9880 ("CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. Optional On -Call Provision (This provision only applies if checked and only applies to on -call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: ® "A" - Scope of Services "A-1" — On -Call Task Order (Optional) ® "B" - Schedule of Performance ® "C" — Schedule of Fees ® "D" - Insurance Requirements ® "E" - Performance and/or Payment Bond ® "F" - Liquidated Damages CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from October 1, 2023 to September 30, 2028 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 Item 6: Staff Report Pg. 275 , Packet Pg. 331 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not - to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: E The total maximum lump sum compensation of dollars ($ ); OR E The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Hundred Eighty -One Thousand Three Hundred Twenty -Six dollars ($481,326). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. Fi CITY has set aside the sum of Forty -Eight Thousand One Hundred Thirty -Two dollars ($48,132) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. The total compensation for performance of Services, Additional Services, and any reimbursable expenses specified in Exhibit C, shall not exceed Five Hundred Twenty -Nine Thousand Four Hundred Fifty -Eight Dollars ($529,458), as detailed in Exhibit C. 6. COMPENSATION DURING ADDITIONAL TERMS. City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 Item 6: Staff Report Pg. 276 , Packet Pg. 332 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j F CONTRACTOR'S compensation rates for each additional term shall be the same as the original term; OR E CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix A Claims for Public Contract Code Section 9204 Public Works Projects". F This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix A, attached hereto and incorporated herein. OR This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: City of Palo Alto, CSD/Parks, 3201 East Bayshore Road, Palo Alto, CA 94303. Telephone: 650-496-6962. Email: Javod.Ghods@CityofPaloAlto.org. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 Item 6: Staff Report Pg. 277 , Packet Pg. 333 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 Item 6: Staff Report Pg. 278 Packet Pg. 334 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 Item 6: Staff Report Pg. 279 , Packet Pg. 335 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 Item 6: Staff Report Pg. 280 , Packet Pg. 336 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 Item 6: Staff Report Pg. 281 , Packet Pg. 337 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post - consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post -consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 Item 6: Staff Report Pg. 282 , Packet Pg. 338 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 OR Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. 17j 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 except for work exempted by Section 1720.4 of the California Labor Code relating to volunteers. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: "A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded." City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 Item 6: Staff Report Pg. 283 , Packet Pg. 339 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854 -compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY's request. [For state- and federally -funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10 -day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 Item 6: Staff Report Pg. 284 , Packet Pg. 340 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j 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 GRASSROOTS ECOLOGY City Manager or Designee Purchasing Manager or Designee DocuSigned by: Qct, v6tA, raM-, C6- f t,U4tvu. P rtthr By C6E8938775134AE._. Alex Von Feldt, Co -Executive Director Name Title Co -Executive Di rector 650-823-7174 Telephone: Approved as to form: By: City Attorney or Designee Name Title DocuSigned by: '" '� r61.1A, (Vt) (�,�In.Sl1A,t.Ss V t,(,r br AA6FF18C77F3426 Fran Callan, Business Director Business Director 650-419-9880 Telephone: City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 Item 6: Staff Report Pg. 285 Packet Pg. 341 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 EXHIBIT A SCOPE OF SERVICES Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j Contractor shall perform the services described in this Exhibit A, which includes Section H (relating to Foothills Nature Preserve) and Section I (relating to Adobe Creek Bridge). Section H Specification for Habitat Restoration in Foothills Nature Preserve Description: Foothills Nature Preserve is a nature preserve in the hills of the City of Palo Alto, California. It is comprised of 1,408 acres of oak woodland, chaparral, grassland, and riparian habitats. There are several picnic areas, a man-made lake with dam, an interpretive center, a maintenance yard, a seasonal fire station, a small campground used seasonally, 15 miles of trails plus 6 miles of fire roads, and 16 acres of irrigated turf. The rest of the park is left in a natural state. Management of Foothills Nature Preserve is under the Open Space, Parks and Golf Division, Community Services Department. See Maps below. Scope of Services 1) Perform removal and control of non-native, invasive weeds. This plan shall include: a) Visibly reduce population of target species within the designated work zones (Vista Hill, Wild Horse Valley, Las Trampas Valley, Los Trancos Trail, and along roadsides and select fire roads). Target Species include: (1) Yellow Star Thistle (Centaurea solstitialis) (2) Italian thistle (Carduus pycnocephalus) (3) Poison Hemlock (Conium maculatum) (4) French Broom (Genista monspessulana) (5) Stinkwort (Dittrichia graveolens) (6) Fuller's teasel (Dipsacus sativus) 2) Enhance 7.7 acre parcel a) Remove target weed species from area with a focus on the creek and drainages b) Install willow cuttings in Buckeye Creek to improve creek flow and sediment management 3) Enhance and maintain the native plants at the Interpretive Center a) Maintain native species around the parking areas b) Add additional interpretive signage as desired 4) Expand and maintain the lawn replacement project in Las Trampas Valley a) Remove weeds b) Sheet mulch to expand the area and prepare for planting in the winter City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 Item 6: Staff Report Pg. 286 , Packet Pg. 342 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 c) Spread locally collected seeds in the early spring d) Install and maintain native species Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j 5) Mobilize volunteers for projects and programs a) Be the primary organizer of volunteers and volunteer projects b) Provide volunteer opportunities for the general public and community groups c) Host Youth Stewards to engage local students d) Target 750-1,000 volunteer hours served 6) Provide feedback to the City on any impacts from increased park use, including: a) Effects on rare species along trails, primarily Dirca occidenta/is b) Anecdotal observations on impacts to animals or plants c) Any increase of high priority invasive species along trails d) Attend monthly Foothills Nature Preserve task force meetings 7) Assist preserve staff with mitigation and recovery efforts in the event of a wildland fire within the boundaries of Foothills Nature Preserve. a) Monitor burn area for encroachment of non-native / invasive species of plants. b) Remove non-native / invasive species of plants if found in burn area. c) Document and report findings. d) Supervising Ranger will supply any needed training or personal protective equipment. 8) Assist preserve staff with biological surveys of work projects within the preserve. a) At the request of the Supervising Ranger, survey areas of proposed new work for any sensitive or rare plant species. b) If found within the work area, flag findings, and send a photo and email to the Supervising Ranger. 9) Additional objectives as mutually agreed upon may be added to this scope or may substitute for one or more of these objectives after an initial joint survey at the start of the term of the agreement. The CONTRACTOR may, under the direction of the CITY: • Provide and staff educational programs to educate the public about the Preserve and its amenities. • Conduct ecological research in order to monitor the resources and the impacts of visitor use on the Preserve. • Organize fundraising efforts for Preserve projects and programs. • Perform other services related to the preservation, protection, and enhancement of the Preserve, as approved, in writing, by the CITY. The CONTRACTOR shall: City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 Item 6: Staff Report Pg. 287 Packet Pg. 343 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j • Provide tools, equipment, and materials for all projects. • Use mechanical or hand removal only. Chemical means of control is not permitted. • Have access to the Preserve during normal business hours of the Preserve. Special events may occur outside of normal business hours with the prior written permission of the CITY. The CITY will: • Provide overall management of the Preserve. • Review all activities proposed for the Preserve. All activities of the CONTRACTOR must be pre - approved by the CITY. • Be responsible for maintenance of all utility facilities within the Preserve, including those that do not benefit the Preserve directly. • Be responsible for maintenance of all roads within the Preserve, signage, tree trimming and tree removal, fire management, law enforcement, and lake management. The CITY may: • Provide services using heavy equipment such as mowing by tractor or earth moving. • Loan some tools and equipment for projects if available. Work Plan and Evaluation The CONTRACTOR shall submit to the CITY each year a written annual work plan of activities to be carried out at the Preserve during each fiscal year (July 1 through June 30) during the term of the agreement. Starting September 1, 2023, and on or before September 1 of each succeeding fiscal year during the term of the Agreement, the CONTRACTOR and the CITY Manager, or designee, shall conduct a performance review based on the work plan, indicating the activities that have been carried out at the Preserve for the past fiscal year, and conformance to the agreed -upon performance objectives and standards. The performance review shall serve as a basis for consideration of any requests for funding or extension of the term of this agreement. Community Outreach Activity Detail General outreach - Outreach for volunteer opportunities and the Youth Stewards program through the Grassroots Ecology website, weekly emails, newsletter and coordination with local schools and teachers - Over the summer, teams of two college interns will be stationed at the interpretive center and Boronda Lake to provide native plant and other naturalist education for the public. City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 Item 6: Staff Report Pg. 288 , Packet Pg. 344 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j Community workdays We plan to host 8 weekend workdays and 6 weekday events per year. Our target for volunteer hours served is 750-1,000 hours. Group volunteer days Grassroots Ecology will host community groups Youth Stewards - Host 20 weeks of Grassroots Ecology's Youth Stewards program at Foothills Nature Preserve where local youth develop a relationship with the preserve while helping with habitat restoration and stewardship activities. Watershed Steward Program corps members Grassroots Ecology applied for and was awarded two Watershed Steward Program Corps Members to assist with restoration and volunteer engagement at Foothills Nature Preserve. These young professionals are assigned to our organization as part of an AmeriCorps program that brings some increased awareness and effort to the Preserve. Naturalist Education Programming - Plan and deliver educational programming for the Youth Stewards program such as invertebrate monitoring and nature journaling - Provide 1-2 interpretive walks for the general public Interpretive signage - Maintain and update signage at the interpretive center and pollinator garden, and lawn replacement as needed - Update kiosk at Orchard Glen seasonally Native Plant Revegetation, Maintenance, and Monitoring Activity Detail Native plant installation at Install and maintain native plants around the parking areas at the the Interpretive Center Interpretive Center: - Maintain previous year's planting by watering and weeding seasonally - Add compost and mulch to this area to encourage plant growth - Explore the installation of a small split rail fence to delineate the area and create a cohesive look Lawn replacement area - Expand the lawn replacement by sheet mulching and installing 300 native plants - Quarterly maintenance of lawn replacement including weeding, mulching, and deadheading City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 Item 6: Staff Report Pg. 289 , Packet Pg. 345 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j Willow installation Install willow cuttings along Buckeye Creek in Las Trampas Valley and the 7.7 to improve creek flow and sediment management Seed collection Collect native seeds in maintained native planting areas and spread the seeds at the appropriate time to encourage new populations Western Leatherwood Mapping Continue to map Western leatherwood (Dirca occidentalis) population on CalFlora Invasive Plant Management Species Strategy/Locations Yellow Star Thistle - Hand removal of Yellow Star Thistle from Vista Hill, Wildhorse Valley, and the 7.7 area, Los Trancos Trail, Las Trampas Valley, and roadsides if time permits - Provide a mowing recommendation for the Rangers for summer 2023 Italian thistle Prioritize removal of Italian thistle in Wildhorse Valley and from within planting areas. Hand pull Italian thistle with volunteers; Grassroots Ecology staff may weed whip as necessary. Poison hemlock Hand pull poison hemlock with volunteers, prioritize removal within Wildhorse Valley, Las Trampas Valley, and the 7.7 area French broom Remove French broom from Los Trancos Trail, and Gates 1 & 2 if safe and feasible for volunteers. Removal strategies are hand pulling and using weed wrenches. Stinkwort Monitor, map, and remove stinkwort park -wide with a focus on entrances, roadways, and at the water tower Medusahead Monitor and remove medusahead. Primary removal strategy is weed whipping. Milk thistle Remove milk thistle with volunteers from along Buckeye Creek in the 7.7 area. Grassroots Ecology staff may weed whip if necessary. Teasel (new this year!) Remove teasel on the Boronda Lake dam and other known areas in heavy use parts of the preserve. Primary removal strategy is removal of flower stalks and seed heads to manage seed bank. City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 Item 6: Staff Report Pg. 290 , Packet Pg. 346 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology Nuisance vegetation at Boronda Lake dam Monitor the dam face quarterly and remove any deep rooted, woody, nuisance vegetation. Provide mowing recommendation for yellow starthistle management on the dam face. Below is a chart of the time of year when work is done on the target invasive species. Project Management Activity Detail Project management Oversee completion of work plan deliverables and quality of project delivery. Ensure compliance with waiver policy, staff training and insurance requirements. Reports Create and submit to the PA Rangers bi-annual reports to summarize progress on restoration projects, activities, and accomplishments. Annual work plan Create and submit to the PA Rangers an annual work plan for the preserve activities planned for the upcoming year. Technical expertise Provide technical expertise and collaboration to other City of Palo Alto departments as requested. City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 Item 6: Staff Report Pg. 291 , Packet Pg. 347 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Map 1 Showing Extent of Foothills Park HP1 and •.Nee n ✓ „odor. ° ..l Pis n s O Abe N ap • r"� » 0 Prreen lirmula OricaV ".4 Sale R' a.06 R n kits. ol eft aT� Trail Fire mad inninrn•a wnklal arty) Paved roadway Scream o Mileage markers ▪ Trail Bndges (� Parking lot • Public telephone • Restrooms O Drinking water 41 Picnic Area in Ranger Station Q Campground Contour Interval 40 few .5N y`' n,1✓a an, en MO IMO LTIO aP Lcep O El "sir 'MN q'.v 0 / Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j 1 .1 SC ALE IN NILES City of Palo Alto General Services Agreement 1 Item 6: Staff Report Pg. 292 Rev. March 29, 2018 .5 Packet Pg. 348 of 638 RO6thills'Park Nate e Inir,prative'Ce Chemise Tr:il���!� DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Map 3: Boronda Lake Area Map 4: Wild Horse Valley Foothills Nature P, Upper Parking Lot oorrcnda'Liike Docks par F. i'•, Boronda ( /��^ , :toyonrrarr„yi Item 6 Attachment C - Contract C24186909C with Grassroots Ecology Interpretive Cente at Foothills Park ♦ Daisy's s ' �• �u•r.�y -.t . •,se ,`• ...t .- k r. 'It , l a - • City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 Item 6: Staff Report Pg. 294 Packet Pg. 350 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j City of Palo Alto General Services Agreement 4 Item 6: Staff Report Pg. 295 Rev. March 29, 2018 , Packet Pg. 351 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Map 6: Western End of Las Trampas Valley Map 7: Area around Gate 4 / Pony Tracks Fire Road Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 Item 6: Staff Report Pg. 296 , Packet Pg. 352 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Section I Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j Adobe Creek Pedestrian Bridge Native Plant Restoration Description: The Adobe Bridge Native Plant Restoration site also known as the Highway 101 Pedestrian/Bike Bridge was completed in December of 2021. This bridge links regional trails and bicycle facilities and improves access to recreation opportunities like the Baylands Nature Preserve. The bridge replaced the seasonal Benjamin Lefkowitz Underpass that was available only half the year (on average) due to seasonal flooding. On the east side of 101, along the Adobe Creek Loop Trail that runs parallel to East Bayshore Road, lays the Adobe Bridge Native Plant Restoration area. This area was previously part of the ponds and the area was landscaped with native vegetation during the construction of the Highway 101 Pedestrian/Bike Bridge project to re -naturalize the area. SCOPE OF SERVICES CONTRACTOR shall provide the maintenance of native plants at the Adobe Creek Pedestrian Bridge Native Restoration site. CONTRACTOR shall provide the following services: 1. CONTRACTOR shall conduct quarterly site visits with the CITY (if needed) to assess the site and prioritize field work. 2. CONTRACTOR shall provide a monthly schedule for site work which will consist of the following: A. Two to Four workdays for Volunteers. B. Eight to Ten workdays for Staff. This monthly schedule is subject to change each quarter. 3. CONTRACTOR shall provide a quarterly summary that will include the following: A. Work conducted at the site. B. Overall health of the installed plants (visual inspection). C. Identification of any observed problems such as browsing, irrigation issues, or newly identified invasive plants of concern. D. Recommendations. 4. CONTRACTOR shall provide additional meetings/coordination with the CITY as needed 5. CONTRACTOR shall hold a workday on a monthly basis to conduct maintenance of entire site. Tasks to include but not limited to: City of Palo Alto General Services Agreement 6 Item 6: Staff Report Pg. 297 Rev. March 29, 2018 , Packet Pg. 353 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j 1. Invasive plant removal and weeding -hand tools and manual methods shall be used. This may include, but not limited to removal of entire plant, mowing, pruning of seed heads and flowers at properly timed intervals. 2. Replacement of plant material- CONTRACTOR shall remove all dead plant material and re -plant with equivalent California native variety. CONTRACTOR shall replace up to 100 plants annually. Native seed of annuals and grasses shall be broadcasted when conditions are appropriate. 3. CONTRACTOR shall replenish mulch on a "as -needed" basis to help with weed suppression and keeping soil moisture adequate, along with providing nutrients back into the soil. Mulch will be provided by the City. However, CONTRACTOR is responsible for transportation of mulch, unless drop off is scheduled through the City's Urban Forestry's Division. 4. Debris removal: CONTRACTOR shall remove all debris within the site on a monthly basis. This includes, but not limited to litter, illegal dumping, vegetation debris, etc. CONTRACTOR shall transport all debris to the City's Municipal Service Center located at 3201 E. Bayshore Road and dispose of all debris in the correct containers (garbage in garage, recycling in recycling and compost in compost). Task Number of Hours Site maintenance 2-4 volunteer workdays and 8-10 staff workdays (crew of 4-6) Project planning, management and coordination with city, quarterly site visits Total City of Palo Alto General Services Agreement 7 Item 6: Staff Report Pg. 298 Rev. March 29, 2018 , Packet Pg. 354 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology Please see map below of Adobe Creek Pedestrian Bridge Native Plant Restoration location. City of Palo Alto General Services Agreement 8 Item 6: Staff Report Pg. 299 Rev. March 29, 2018 Packet Pg. 355 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Ek�IIBIT B SCHEDULE OF PERFORMANCE Item 6 Attachment C - Contract C24186909C with Grassroots Ecology Section H CONTRACTOR shall perform the Services according to the following schedule: The chart below shows ideal times for removal of the target species. Seasons may nm earlier or later depending on weather and growing conditions. In general, all species may be removed all year long, but incidental seed dispersal at senescence is to be avoided. This schedule is applicable to the entire park, not just to the sites established by the Friends of Foothills Park. Month: J F I A M J J A S O N y D i Italian thistle r Yellow starthistle French broom Poison hemlock Stinkwort Milk thistle Medusahead Teasel Native plant garden at the Interpretive Center Schedule: Quarterly maintenance shall be completed at the native plant garden and around the parking lot. Mobilize volunteers for Preserve Projects Schedule: Regular bi-monthly volunteer weekend workdays shall be held, at minimum 20 per year. City of Palo Alto General Services Agreement 9 Item 6: Staff Report Pg. 300 Rev. March 29, 2018 Padtet Pg. 356 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Section I SCHEDULE OF PERFORMANCE Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j CONTRACTOR shall perform the Services according to the following schedule. CONTRACTOR shall record number of hours for each task below on a monthly basis. CONTRACTOR shall provide the following services: 1. CONTRACTOR shall conduct quarterly site visits with the CITY (if needed) to assess the site and prioritize field work. 2. CONTRACTOR shall provide a monthly schedule for site work which will consist of the following: Two to Four workdays for Volunteers. Eight to Ten workdays for Staff. This monthly schedule is subject to change each quarter. City of Palo Alto General Services Agreement 10 Item 6: Staff Report Pg. 301 Rev. March 29, 2018 Packet Pg. 357 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 EXHIBIT C SCHEDULE OF FEES Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. The contracts yearly total for each section H and I shall be divided by 12 months for a monthly billing cycle. Please see chart below for monthly totals. RATE SCHEDULE Grassroots Ecology Year 1 Year 2 Year 3 Year Year 5 5Year Total Additional Services 10% Total Contract Cost Including Additional Services Section H: Specifications for Habitat Restoration in Foothhills Nature Preserve $74,020 $76,241 $78,528 $80,384 $83,310 $392,983 $39,298 $432,281 Monthly Cost $6,168 $6,353 $6,544 $5,740 $6,943 Section I: Adobe Creek Pedestrian Bridge Native Plant Restoration $16,646 $17,1.39 $17,653 $18,183 $18,728 $88,343 $8,834 $97,177 Monthly Cost $1,387 $1,428 $1,471 $1,515 $1,561 Total Monthly Cost $7,555 $7,782 $3,015 $8,256 $8,.503 Totai 5 Year Cost $481,326 Total Additional Services $48,133 Overall Contract Total $529,459 City of Palo Alto General Services Agreement 11 Item 6: Staff Report Pg. 302 Rev. March 29, 2018 Packet Pg. 358 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 EXHIBIT D INSURANCE REQUIREMENTS Item 6 Attachment C - Contract C24186909C with Grassroots Ecology CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A-:VH, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT YES ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. H. 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 City of Palo Alto General Services Agreement 12 Item 6: Staff Report Pg. 303 Rev. March 29, 2018 Packet Pg. 359 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology J WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 City of Palo Alto General Services Agreement 13 Item 6: Staff Report Pg. 304 Rev. March 29, 2018 Packet Pg. 360 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 EXHIBIT E BONDS CONTRACTOR'S PERFORMANCE SURETY BOND Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and , ("Principal") have entered into an agreement dated , and identified as , which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, Principal is required under the terms of said agreement to furnish a surety bond for the faithful performance of said agreement. NOW, THEREFORE, Principal and , as Surety, incorporated under the Laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if the Principal, Principal's heirs, executors, administrators, successors, or assigns shall promptly and faithfully keep and perform the covenants, conditions, and provisions of the above - mentioned agreement and any alteration thereof, with or without notice to the Surety, and if Principal shall satisfy all claims and demands incurred under such agreement and shall fully protect, indemnify, defend, and hold harmless City, its officers, agents, and employees from all claims, demands, or liabilities which may arise by reason of Principal's failure to do so, and shall reimburse and repay City all outlay and expenses which City may incur in making good any default, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. As part of the obligations secured hereto, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees incurred by City in successfully enforcing such obligations, all to be taxed as costs and included in any judgment rendered. Surety shall be liable for any liquidated damages for which the Principal may be liable under its agreement with the City, and such liquidated damages shall be part of the obligations secured hereto, and in addition to the face amount specified therefore. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this security, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications. Surety hereby waives the provisions of California Civil Code Section 2845 and 2849. The City is the principal beneficiary of this bond and has all rights of a party hereto. City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 Item 6: Staff Report Pg. 305 Packet Pg. 361 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j IN WITNESS WHEREOF, this instrument has been duly executed by the Principal Surety above named on , 20 Name of Surety Signature of Surety Phone Number: By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) 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 STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. City of Palo Alto General Services Agreement 15 (Seal) Rev. March 29, 2018 Item 6: Staff Report Pg. 306 Packet Pg. 362 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology CONTRACTOR'S PAYMENT (LABOR AND MATERIALS) SURETY BOND WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and , ("Principal"), have entered into an agreement dated , and identified as ("Agreement"), which is hereby referred to and made a part here of, whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work to file a good and sufficient payment surety bond with City to secure the claims to which reference is made in Titles 1 and 3 (commencing with Section 8000) of Part 6 of Division 4 of the Civil Code of the State of California. NOW, THEREFORE, Principal and , as Surety, incorporated under the laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of dollars ($ ), this amount being not less than one hundred percent of the total amount payable by the terms of the Agreement per Civil Code section 9554, for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if Principal, Principal's subcontractors, heirs, executors, administrators, successors, or assigns shall fail to pay any of the persons, companies, or corporations, referred to in Section 9100 of the California Civil Code, as amended, with respect to any work of labor performed or materials supplied by any such persons, companies, or corporations, which work, labor, or materials are covered by the above - mentioned agreement and any amendments, changes, change order, additions, alterations, or modifications thereof, or any amounts due under the California Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, as amended, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, the Surety will pay reasonable attorney's fees in an amount to be fixed by the court. It is hereby expressly stipulated and agreed that this surety bond shall inure to the benefit of any and all persons, companies, and corporations entitled named in Section 9100 of the California Civil Code, as amended, so as to give a right of action to them or their assigns in any suit brought upon this surety bond. The Surety hereby stipulates and agrees that no amendment, change, change order, addition, alteration, or modification to the terms of the agreement of the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this surety bond, and it does hereby waive notice of any such amendment, change, change order, addition, alteration, or modification to the terms of the agreement or to the work performed thereunder or to the specifications accompanying the same. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 Item 6: Staff Report Pg. 307 Packet Pg. 363 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j IN WITNESS WHEREOF, this instrument has been duly executed by the Surety and Principal above named on , 20 . Name of Surety Signature of Surety Phone Number: By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) 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 STATE OF ) COUNTY OF On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) City of Palo Alto General Services Agreement 17 Item 6: Staff Report Pg. 308 Rev. March 29, 2018 Packet Pg. 364 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 EXHIBIT F LIQUIDATED DAMAGES Item 6 Attachment C - Contract C24186909C with Grassroots Ecology It is mutually agreed by CONTRACTOR and CITY that if completion of the Services to be provided by CONTRACTOR under this Agreement is delayed beyond the time specified in the Schedule of Performance, plus any authorized extensions of time, CITY will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. Accordingly, CITY and CONTRACTOR, agree, as a method to fix the damages and not as a penalty, that in the event of any such failure to perform, the amount of damage which shall be sustained by CITY will be the sum of five hundred dollars ($500) for each and every calendar day during which the Services remain uncompleted beyond the time specified for completion, plus any authorized extension of time. Should CONTRACTOR fail to pay the liquidated damages to CITY, CONTRACTOR agrees that CITY may deduct and withhold the amount of the unpaid damages from any amounts due or that may become due to CONTRACTOR under this Agreement. BY PLACING THEIR INITIALS BELOW, CITY AND CONTRACTOR ACKNOWLEDGE THAT THE AMOUNT SET FORTH ABOVE HAS BEEN AGREED UPON AS THE PARTIES' REASONABLE ESTIMATE OF CITY'S DAMAGES. CITY CONTRACTOR City of Palo Alto General Services Agreement 18 Item 6: Staff Report Pg. 309 Rev. March 29, 2018 Packet Pg. 365 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j APPENDIX A: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS The provisions of this this Appendix are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims related to the Services performed under this Agreement. 1. Claim Definition. "Claim" means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City. (B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (c) Payment of an amount that is disputed by the City. 2. Claim Process. (A) Timing. Any Claim must be submitted to City in compliance with the requirements of this Appendix no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived. (B) Submission. The Claim must be submitted to City in writing, clearly identified as a "Claim" submitted pursuant to this Appendix, and must include reasonable documentation substantiating the Claim. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Agreement, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost. Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts. (C) Review. Upon receipt of a Claim in compliance with this Appendix, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2. (D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, City of Palo Alto General Services Agreement 19 Item 6: Staff Report Pg. 310 Rev. March 29, 2018 , Packet Pg. 366 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45 -day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply. 3. Disputed Claims (A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Appendix within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. (B) Mediation. Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the Claim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws. (i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. 4. City's Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Appendix or to otherwise meet the time requirements of this Appendix shall result in the Claim being deemed rejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Appendix, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. City of Palo Alto General Services Agreement 20 Item 6: Staff Report Pg. 311 Rev. March 29, 2018 Packet Pg. 367 of 638 DocuSign Envelope ID: 44C4F4AA-8269-469C-92E2-DA466FB5FEC8 Item 6 Attachment C - Contract C24186909C with Grassroots Ecology j 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. 6. Approved Subcontractor Claims. If an approved subcontractor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. 7. Waiver of Provisions. A waiver of the rights granted by Public Contract Code Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. City of Palo Alto General Services Agreement 21 Item 6: Staff Report Pg. 312 Rev. March 29, 2018 , Packet Pg. 368 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview AMENDMENT NO. 2 TO CONTRACT NO. C18170810AA-andscape Services, Inc. BETWEEN THE CITY OF PALO ALTO AND BRIGHTVIEW LANDSCAPE SERVICES, INC. This Amendment No. 2 (this "Amendment") to Contract No. C18170810A (the "Contract" as defined below) is entered into as of September 18, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and BRIGHTVIEW LANDSCAPE SERVICES, INC., a California corporation, located at 4055 Bohannon Drive, Menlo Park, CA 94025 ("CONTRACTOR"). CITY and [CONSULTANT or CONTRACTOR] are referred to collectively as the "Parties" in this Amendment. RECITALS A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing Landscape Maintenance Services, as detailed therein. B. The Parties entered into Amendment No. 1 to amend the Contract in order to extend the Contract term by three (3) months through September 30, 2023 and increase compensation accordingly by Three Hundred Five Thousand Six Hundred Six Dollars ($305,606) from Five Million Eight Hundred Twenty -One Thousand One Hundred Six Dollars ($5,821,106) to Six Million One Hundred Twenty -Six Thousand Seven Hundred Twelve Dollars ($6,126,712) as detailed therein. C. The Parties now wish to amend the Contract in order to add weekend services effective July 1, 2023 to the Scope of Services and increase compensation accordingly by Seventy Five Thousand One Hundred Fifty -Two Dollars ($75,152) from Six Million One Hundred Twenty -Six Thousand Seven Hundred Twelve Dollars ($6,126,712) to Six Million Two Hundred One Thousand Eight Hundred Sixty -Four Dollars ($6,201,864), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Contract. The term "Contract" shall mean Contract No. C18170810A between CONSULTANT and CITY, dated May 29, 2018, as amended by: Amendment No. 1, dated June 12, 2023 Page 1 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 313 Packet Pg. 369 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview a. Other Terms. Capitalized terms used and not definebLanascapesrvices: Inc. ent shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 5 "COMPENSATION FOR ORIGINAL TERM" of the Contract is hereby amended to read as follows: "COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: r The total maximum lump sum compensation of dollars ($ ); OR The sum of amount of dollars ($ dollars ($ ) per hour, not to exceed a total maximum compensation ); OR E A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Six Million Two Hundred One Thousand Eight Hundred Sixty -Four Dollars ($6,201,864). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Two Hundred Ninety -One Thousand Seven Hundred Forty - Nine Dollars ($291,749) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement." SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: Page 2 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 314 Packet Pg. 370 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview a. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE, ALandscapeservices,in j AMENDED, REPLACES PREVIOUS. b. Exhibit "C" entitled "SCHEDULE OF FEES, AMENDMENT NO. 2",AMENDED, REPLACES PREVIOUS. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Page 3 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 315 Packet Pg. 371 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC SIGNATURES OF THE PARTIES Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO BRIGHTVIEW LANDSCAPE SERVICES, INC. City Manager APPROVED AS TO FORM: City Attorney or Designee Officer 1 By: Name: Title: -DocuSigned by: Uri aaA,) (,kit f Fite au tiaL, 1 c r "-2F4C84FE72744C6_. Brett Urban, Chief Financial officer CFO Officer 2 DocuSigned by: SUSadn UGSatiiS By: C4EC5B5DFEBF45B Susan DeSantis Name: Title: Assistant Secretary Attachments: EXHIBIT "B" entitled "SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2" (AMENDED, REPLACES PREVIOUS) EXHIBIT "C" entitled "SCHEDULE OF FEES, AMENDMENT NO. 2" (AMENDED, REPLACES PREVIOUS) Page 4 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 316 Packet Pg. 372 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC EXHIBIT B SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. CONTRACTOR shall perform the Services according to the following schedule: The Contractor's hours of operation shall conform to the hours of 6:00 a.m. and 5:00 p.m. during the life of the Agreement unless specified otherwise in this Agreement. The Contractor's hours of operation shall conform to the hours of 9:00 a.m. and 3:00 p.m. for medians and roadside strips. Hours of operation in the University and California Avenue Business District are an exception. Cleaning equipment, when used in public streets in business districts shall be allowed during the hours of 10:00 pm and 7:00 am, Monday through Friday, providing no such piece of equipment shall produce a noise level that exceeds 70 dBA measured at a distance of 25 feet. SERVICE LEVELS -Service frequencies are listed below unless delineated otherwise in Section A, B, C, D, E, F, and H. I. DAILY SERVICE- (Monday through Friday). The following sites require daily service. City Facilities Mitchell Community Center Mitchell Library City Hall Parks Bol Park Boulware Park Bowden Park Briones Park Cameron Park Cogswell Park Eleanor Pardee Park Heritage Park Hoover Park Johnson Park Lytton Plaza Page 5 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 317 , Packet Pg. 373 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Mitchell Park Monroe Park Peers Park Ramos Park Rinconada Park Robles Park Scott Park Seale Park Terman Park Ventura School grounds Werry Park Median, Roadside Strips, & Bioretention Basins University Ave. California Ave. II. MONDAY, WEDNESDAY, FRIDAY SERVICE Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. The following sites require service on every Monday, Wednesday, and Friday: Parks Bowling Green El Palo Alto Park Mayfield Park Sarah Wallis Park Weisshaar Park City Facilities Art Center Children's Theatre Children's Library Cubberley Community Center Downtown Library Lucie Stern Community Center Rinconada Library Roth Building III. SEMI-WEEKLY SERVICE The following sites require service twice per week. Actual days to be determined by Field Service Inspectors and/or Project Manager. City Facilities Page 6 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 318 , Packet Pg. 374 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Sterling Canal Parking Lots University Ave Business District California Ave Business District Cowper/Webster Ted Thompson Garage Median, Roadside Strips, & Bioretention Basins San Antonio Rd. Embarcadero Islands/Underpass (Maintenance shall commence on January 1, 2019, for new landscaping) IV. WEEKLY SERVICE Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. The following sites require service once per week. Actual day to be determined by the Field Service Inspectors and/or Project Manager. Parks Hale Well Park Timothy Hopkins Creekside Parks Terman Park City Facilities Arastradero Fire Station Alma Fire Station Alma Tower Animal Shelter Embarcadero Fire Station (commence July 1, 2019) Flood Basin Hanover Fire Station Mitchell Fire Station Municipal Service Center Junior Museum Median, Roadside Strips, & Bioretention Basins Alma St Arastradero Islands Arcadia PI. California Ave/Birch Medians California Avenue Business District Tree Wells Page 7 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 319 , Packet Pg. 375 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Charleston Rd. Downtown Tree Wells EI Camino Real Islands Forest Lawn Parkway Oregon Expressway Page Mill Islands Southgate Bioretention Basins E. & W. Greenwich Cul de Sacs University Islands/Underpass Utility Sub -Stations & Well -Sites Colorado Substation V. MONTHLY City Facilities Bike Paths Parking Lots Midtown Parking Lots Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. Median, Roadside Strips, & Bioretention Basins Alma St. West @ EI Carmelo AMBLUR (Maintenance shall commence on October 1, 2018) Caltrans Underpass N. California Ave (across from Jordan Middle School) Arastradero Rd Charleston-Arastradero Corridor Medians, Roadside Strips, and Bioretention Basins (Maintenance shall commence on the following dates: Phase 1 and phase 2- June 1, 2019 and phase 3 June 1, 2021) Evergreen Park Closures/Park Blvd. Medians Quarry Islands Roundabouts Miranda Islands 101 Sound walls (north and south) Bryant/Addison Circle Lytton/Guinda Circle Eleanor Park Area Cul de Sacs Island Drive Melville Island Welch Rd Center Medians Page 8 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 320 , Packet Pg. 376 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Utility Sub -Stations & WeII-Sites Adobe Creek Substation and Pump Station Alma Electric Substation Arastradero Rd. Fluoride Station Gas Recovery Station 4 Geng Rd. Substation Hale WeII Site Hanover Substation Hansen Substation Matadero Substation Middlefield Substation Maybell Substation Mitchell Substation Page Mill Substation PG&E Substation Quarry Substation SCAADA Substation San Francisquito (SF) Creek and Substation Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. VI. WEEKEND SERVICE (SATURDAYS AND SUNDAYS) — EFFECTIVE JULY 1, 2023 Note: Exhibit A Scope of Services, Section IX, General Maintenance and Cleanup and Section X, Playground and Playground Equipment Maintenance shall be completed at the following sites during weekend service: Bol Park Eleanor Park Greer Park Hoover Park Johnson Park Mitchell Park Peers Park Rinconada Park Robles Park Seale Park VII. SITES THAT REQUIRE HOLIDAY SERVICE Bol Park Boulware Park Briones Park Page 9 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 321 , Packet Pg. 377 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Cameron Park Cogswell Park Eleanor Pardee Park Hoover Park Johnson Park Lytton Plaza Mitchell Park (includes Magical Bridge Playground) Monroe Park Peers Park Ramos Park Rinconada Park Robles Park Scott Park Seale Park Ventura School grounds Werry Park Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. Note: The contractor must provide all General Maintenance Clean-up and Playground Equipment Maintenance at the above sites on these following holidays and specific holiday weekend days: Memorial Day Weekend (Sunday and Monday) Fourth of July Weekend as follows: Wednesday July 4, 2018 Thursday July 4, 2019 Saturday July 4, 2020 and Sunday July 5, 2020) Sunday July 4, 2021 and Monday, July 5, 2021 Monday, July 4th, 2022 and Tuesday, July 4, 2023 Labor Day Weekend (Sunday and Monday) Section H, Byxbee Park Vegetation Management Project Byxbee Park, for purposes of this contract, is defined as having two areas: the slope that goes around the entirety of the old landfill that creates Byxbee Park, and the "top". The top area is shown on Byxbee Map 2 in final scope of work/services. Mowing of the top shall begin during the month of May or June to reduce annual weedy bio- mass, remove plants with root systems greater than a foot in depth (i.e., coyote brush, mustard, Russian thistle) and provide sunlight to emerging perennial natives. The slopes will be mowed from the levee road to the midpoint of the slope, according to this schedule. Please refer to the color -coded areas of Byxbee Map 3 in final scope of work/services. Orange: Years 1 and 4. Green: Years 2 and 5. Page 10 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 322 , Packet Pg. 378 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC Blue: Year 3. Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. The mowing shall be repeated as needed during the year to meet the height specifications. Page 11 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 323 , Packet Pg. 379 of 638 DocuSign Envelope ID: 1A814FB9-8A1 B-45C8-B9B7-4C3CF10597FC EXHIBIT C SCHEDULE OF FEES, AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) Item 6 Attachment D - Contract C18170810A Amendment No. 2 with Brightview Landscape Services, Inc. CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. The contracts yearly total for each section A, B, C, D, E, F, and H shall be divided by 12 months for a monthly billing cycle. Please see chart below for monthly totals. Bright View Landscape Services Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 (3 months) Section A, Medians, Roadside Planter Strips, and Bioretention Basins 5140,648 5144,298 5147,958 5151,612 5156,803 539,201 Montly cost $11,721 $12,025 $12,330 $12,651 $13,067 513,067 Section B, Parking Lots and Parking Garages 529,167 5.29,896 530,6;4 531,410 532,195 5$,049 Monthly cost 52,431 52,491 $2,554 $2,617 $2.683 $2,683 Section C:, Parks 5611,902 $631,417 5641,734 5656,543 5667,725 5242,084 Monthly cost $50,9'92 552,618 $53,478 $54,712 $55,644 $80,695 Section D, City Facilities 5204,095 $204.472 5215,333 5221,342 5227,501 556,87'5 Monthly cost 517,008 517,039 517,944 518,445 518,95E $18,958 Section E, UtiiitySub-stations and Well Sites 532,799 533,620 534,46C $95,321 $36,204 $9,051 Monthly cost 52,733 $2,802 $$,872 $2,943 53,017 53.,017 Section F, Tennis Court 515,721 $1E,115 516,517 516,990 517,35= 54,339 Monthly cost $1.310 $1,343 $1,376 51,416 $1,446 $1,446 Section H, Byxbee Park Vegetation h:lanagement $20,378 $21,263 $21,466 $22,389 $26,423 $6,606 Monthly cost 51,698 51.772 $1,788 $1,866 5L202 $2,202 TOTAL $1,054711 $1,081.090 $1.109,106 $1,135,809 $1,164,204 $366,205 Total monthly $87,993 $90,090 $92,342 $94,651 $97,017 $122,068 Page 12 of 12 Vers.: Aug. 5, 2019 Item 6: Staff Report Pg. 324 Packet Pg. 380 of 638 Item 7 Item 7 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: IT Department Meeting Date: October 2, 2023 Report #:2307-1759 TITLE Approval of a SaaS Agreement C23188925 with Accela for an Amount Not -to -Exceed $1,143,563 for Online Planning and Building Permitting and Enhanced Reporting System for a Period of Three -Years and Authorization of a 10% Contract Contingency in an Amount Not -to - Exceed $114,356; CEQA Status - Not a Project RECOMMENDATION Staff recommend the Council: 1) Approve and authorize the City Manager or designee to execute the attached SaaS contract with Accela, Contract No. C23188925, in the amount not to exceed $1,143,563 for the Licensing, Maintenance and Support of the City's Permitting system; and 2) Authorize the City Manager or their designee to approve a contract contingency for unforeseen licensing or additional services that might develop during the contract period, the total value of which shall not exceed $114,356. BACKGROUND The City of Palo Alto currently has a contract with Accela, Inc. for an online permitting system which allows the City, contractors, and citizens to apply for and check the status of planning entitlements and permits, including Building, Fire, Public Works, and Utilities. The system also allows field inspection staff to provide results of inspections from the work site, and tracks Code Enforcement cases. The City has been grandfathered into legacy costs for the duration of the current contract that is expiring on September 30, 2023 (Contract No. C19173550), which Council approved an exemption to competitive solicitation through that staff report on 10/17/2019. Within Accela, there are two portals: Accela Citizen Access and Accela Civic Platform. Accela Citizen Access is the outward -facing portal for citizens and contractors to submit applications, remit payments, and check the status of all permits online at any time regardless of the City's normal business hours. Accela Civic Platform is a staff -facing portal programmed with custom Item 7: Staff Report Pg. 1 Packet Pg. 381 of 638 Item 7 Item 7 Staff Report workflows to process various permit types. Accela is also the data source for the BuildingEye, allowing the public to easily view online permit applications through an interactive mapping interface. In addition to the permit process service, staff rely on Accela's database for record management and reporting functionalities to optimize internal operations and for data reporting. Accela has been the main technology utilized for the City's permitting process for more than a decade. Over the years, significant time and City resources have been invested in Accela software enhancements and training in order to fully utilize the system in the areas of Building, Code Enforcement, Fire, Planning, Public Works, and Utilities. Additionally, data capturing and reporting capabilities have also expanded over the years, making historic and information available to City staff, decision makers, and the community. The existing Accela, Inc. contract was extended for the five-year period of October 1, 2018 to September 30, 2023.1 An amendment to the contract was approved on March 21, 2022 to add Accela Mobile Office and Accela Electronic Reporting Database modules. For the contract extension, an exemption from competitive solicitation was granted due to staff's significant investment in the system; transitioning to a new system at the time was impractical and disadvantageous. With the COVID-19 pandemic beginning in 2020, staff quickly directed their attention toward improvements to provide online permitting services through Accela while City offices were closed to the public. Staff continued to focus on enhancing the online permitting functionalities during the years of the pandemic, leaving insufficient resources to address competitive solicitation. Additionally, the Data and Technology Applications (DATA) team which manages Accela, encountered impactful staffing changes, resulting in an impractical timeline for competitive solicitation and a proper transition to new permitting software. The proposed SaaS contract groups standard functionalities of Accela under one fee whereas the legacy contract piecemealed the basic functionalities of the software. This new contract allows more functionalities to be accessible to more users since they will now come as standard capabilities. It also includes new features such as an Accela and Granicus/Open Cities integration which could allow a more user-friendly permit application process, offering easy -to - use web portals and online forms, and an Accela assessment of our existing system to identify areas for efficiencies. ANALYSIS Staff began negotiation of fair rates for the level of services provided on the new SaaS contract in February 2023 and reached an agreed -upon rate in July 2023. The average per user cost during the three-year contract is $1,807.43 for 185 users which is approximately 22 percent less 1 Contract C19173550: https://www.cityofpaloalto.org/files/assets/ manager -re Sorts-cmrs/year-archive/2019/id-9489.pdf public/agendas-minutes-reports/reports/city- Item 7: Staff Report Pg. 2 , , Packet Pg. 382 of 638 Item 7 Item 7 Staff Report than the original quote. Comparatively, based on 2022 figures, neighboring jurisdictions pay slightly more on a per user basis: • City of Santa Clara: $2,012.40 • Menlo Park: $2,365.20 • Cupertino: $2,777.00 • County of Santa Clara: $2,883.23 The following services will be provided, and modules supported through this contract: • Modules o Building Inspection o Planning Entitlements o Code Enforcement o Fire o Public Works o Utilities • Features o Accela Citizen Access (Public -Facing) o GovXML o Hosting o Accela Mobile o Accela GIS o Free Open Cities and Accela Integration o Electronic Replicated Database • Services o Support and maintenance o Upgrades o Free assessment of Accela configurations Without this contract, crucial functions serving the public from the Planning & Development Services Department will cease. During the three-year term of this contract, a new competitive solicitation for permitting software will begin in 2024 to assess options, prepare for data transfer, and implement a transition plan to ensure there are no disruptions to services. With the City's long-term and extensive software development with Accela, transitioning to a new permitting system will be a monumental effort requiring careful and thorough planning. A rushed competitive solicitation and transition would cause detrimental interruptions to the public's access to Planning and Building permit processing and approvals. If a new system is chosen, staff will need sufficient time for execution of a contract, implementation and then testing and validation. Item 7: Staff Report Pg. 3 , Packet Pg. 383 of 638 Item 7 Item 7 Staff Report FISCAL/RESOURCE IMPACT The FY 2024 Adopted Operating Budget for the Information Technology Department has almost $0.2 million budgeted for Accela licensing, maintenance, and support. The remaining funding necessary for the first year will be coming from fees collected from the Development Center. The funds collected from these fees are placed in IT's operating budget annually and used by the Planning and Development Center for technology related projects. Funding for subsequent years of the contract will be noted as a base change and will be subject to approval through the annual budget process. The Information Technology Department is funded by an internal service fund. Approximately 40% of the department is General Fund funded with the remaining 60% funded by enterprise and special revenue funds. Year 1: October 1, 2023 - September 30, 2024, $362,748 Year 2: October 1, 2024 — September 30, 2025, $380,885 Year 3: October 1, 2025 — September 30, 2026, $399,930 STAKEHOLDER ENGAGEMENT The services were coordinated with internal stakeholders and the service provider. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by CEQA because the purchase of software licenses are a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2). ATTACHMENTS Attachment A: Accela-Palo Alto Agreement with Exhibits APPROVED BY: Darren Numoto, Chief Information Officer Item 7: Staff Report Pg. 4 Packet Pg. 384 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela 2633 Camino Ramon. Suite 500 San Ramon. CA, 94583 Proposed by: Brad Contact Phone: Contact Email: bja Quote ID: Q-30100 Valid Through: 10/1/2023 Currency: USD item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Address Information BiII To: City of Palo Alto 250 Hamilton Avenue Palo Alto. California 94301 United States Billing Name: Sarah McRee Billing Phone: (650) 329-2276 Billing Email: sarah.mcree@cityofpaloalto.org Order Form Ship To: City of Palo Alto 250 Hamilton Avenue Palo Alto. California 94301 United States Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 1 10/1/2023 9/30/2024 12 $1.782.50 185 $329,762.50 > Accela Building - SaaS Year 1 10/1/2023 9/30/2024 12 $0.00 185 $0.00 > Accela Planning - SaaS Year 1 10/1/2023 9/30/2024 12 $0.00 185 $0.00 Enhanced Reporting Database (ERD) Year 1 10/1/2023 9/30/2024 12 $32.976.25 1 $32,976.25 TOTAL: $362,738.75 Services Year Start Date End Date Term (Months) Price Qty Net Total Multi Solution User Year 2 10/1/2024 9/30/2025 12 $1.871.62 185 $346,250.62 > Accela Building - SaaS Year 2 10/1/2024 9/30/2025 12 $0.00 185 $0.00 > Accela Planning - SaaS Year 2 10/1/2024 9/30/2025 12 $0.00 185 $0.00 Enhanced Reporting Database (ERD) Year 2 10/1/2024 9/30/2025 12 $34,625.06 1 $34,625.06 TOTAL: $380,875.68 Services Year Start Date End Date Term (Months) Price i Qty Net Total Multi Solution User Year 3 10/1/2025 9/30/2026 12 $1.965.21 185 $363.563.16 > Accela Building - SaaS Year 3 10/1/2025 9/30/2026 12 $0.00 185 $0.00 > Accela Planning - SaaS Year 3 10/1/2025 9/30/2026 12 $0.00 I 185 $0.00 Paae Item 7: Staff Report Pg. 5 Packet Pg. 385 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Services Year Start Date End Date Term Price (Months) Enhanced Reporting Database Year 3 10/1/2025 9/30/2026 12 $36.356.32 (ERD) item 7 Attachment A - Accela Palo Alto Agreement Final 8.31.23 w exhibits Net Total Pricing Summary Period Year 1 Year 2 Year 3 Net Total S 362.738.74 S 380.875.69 S 399,919.48 Total $ 1,143,533.91 Additional Terms: S36.356.32 TOTAL: $399,919.48 1. No additional or conflicting terms or conditions stated in Customer's order documentation, including purchase orders, will be incorporated into or form any part of this Order Form or the governing agreement. and all such terms or conditions will be null. 2. This Order Form. including any OnPrem Licenses, Maintenance and Support, and Subscription Services will be governed by the applicable terms and conditions. If those terms and conditions are non-existent, have expired, do not apply or have otherNise been terminated, the following terms at httos://www.accela.com/terms/ will govern as applicable. based on the Customer's purchase. 3. All Software Licenses, Maintenance, and Subscription purchases are non -cancelable and non-refundable. 4. If Customer has a prior agreement with Accela, and this purchase is co -terming with that prior agreement, if the start date on this Order Form is before the actual delivery date of the purchase, Accela may pro -rate this purchase so that it can co -term with the prior agreement. 5. If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the products and provided that the total term length does not change. 6. Enhanced Reporting Database pricing is based on a percentage of SaaS Annual Contract Value. As SaaS Annual Contract Value increases/decreases based on seat count changes or annual uplift ERD pricing will be adjusted accordingly at contract renewal. 7. Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase Cards) for product and services in this Order Form will be subject to a service charge of 3%. There is no service charge for ACH or check payment. Paae 2 item 7: Staff Report Pg. 6 Packet Pg. 386 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Enhanced Reporting Database Policy item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits This Accela Enhanced Reporting Database policy is an agreement between you ('You" or "Your") and Accela,Inc. ("Accela"). The Accela Enhanced Reporting Database ("Reporting Database") license subscription gives You direct access to a database that is a replicated copy of the Accela Automation Tenant Transaction Database ("Transaction Database"). In addition to the terms and conditions of the applicable Master Agreement, Your use of the Reporting Database is governed by the terms and conditions as set forth below. Accela reserves the right to revoke Your license should You fail to comply with these rules. 1. .Reporting Database is SQL Server -based and will contain exact copy of data from the Transaction Database. 2. Accela will use commercially reasonable efforts to provide a near real-time sync between the Reporting Database and the Transaction database instances. Accela estimates the databases will be synced within seconds. however, in some circumstances this may take several minutes. 3. The Reporting database may only be accessed by authentication credentials provided to You by Accela from an IP address that is on your allow list. If You attempt to Access the Reporting Database from an IP addresses not on your allow list, your access will be denied. IP addresses can be added to or removed from your allow list by contacting Accela support. 4. The Reporting Database is read only and does not support updates. data synchronization or mirroring capabilities. 5. The Reporting Database is only supported in Accela's SaaS solution hosted in Accela's Azure environment. 6. Reporting database will be supported per Accela's standard SaaS Service Level Agreement ("SLA"). Accela is not responsible for maintenance, availability or uptime of any external services or databases that reside outside of Accela's SaaS environment even if they are interfacing with the Reporting Database. 7. You agree to work in good faith with Accela to mitigate any performance issues that might arise from overuse or abuse of the Reporting Database. 8. Accela reserves the right to interrupt any session that is running against the Reporting Database if, in Accela's sole discretion, the session is deemed to impact the availability or stability of the system as a result of long remote queue length or replication latency to the Reporting Database. Signatures Accela, Inc. Customer Signature: Print Name: Title: Date: DocuSigned by: "-A04499092B344D8... Aaron Haggarty Chief Legal Officer 9/5/2023 Signature: Print Name: Title: Date: Pace 3 Item 7: Staff Report Pg. 7 Packet Pg. 387 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela ACCELA SUBSCRIPTION SERVICES AGREEMENT Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits This Accela Subscription Services Agreement (this "Agreement") is entered into as of the date of the applicable Order, as defined below, that incorporates these terms (the "Effective Date") by and between Accela, Inc. and the entity identified in such Order ("Customer"). 1. DEFINITIONS. 1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in performing the Subscriptions Services, including all computers, software (including but not limited to Accela Software), hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Accela or its third party suppliers. 1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services, including anonymized analysis of all data processed in the Subscription Services, that is used by Accela in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services. 1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified by a unique email address) for whom Customer has purchased a subscription to the Subscription Services and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement. 1.4 "Consulting Services" means packaged or time and materials consulting, review, training or other services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an Order. The Consulting Services Policy is attached as Exhibit A. 1.5 "Customer Data" means the content, materials, and data that Customer, Authorized Users, and External Users enter into the Subscription Services. Customer Data does not include any component of the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data. 1.6 "Documentation" means the then -current technical and functional user documentation in any form made generally available by Accela for the Subscription Services. 1.7 "External Users" means third party users of the Subscription Services that access the public -facing interfaces of the Subscription Services to submit queries and requests to facilitate communications between such third party and Customer. 1.8 "Intellectual Property Rights" means any patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction in the world. 1.9 "Order" means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement. 20201023 Item 7: Staff Report Pg. 8 Packet Pg. 388 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 1.10 "Service Availability Policy" means the Service Availability and Security Policy located at Exhibit B of this Agreement. 1.11 "Subscription Services" means the civic administration services, comprised of the Accela System, Software, and Support Services, to which Customer may license access to in accordance with the terms herein. 1.12 "Software" means any licensed software (including client software for Authorized Users' devices) and Documentation that Accela uses or makes available as part of the Subscription Services. 1.13 "Support Services" means those technical and help services provided by Accela in accordance with the Software Support Services Policies (SaaS) located at Exhibit C of this Agreement. 1.14 "Subscription Period" means the duration of Customer's authorized use of the Subscription Services as designated in the Order. 2. USAGE AND ACCESS RIGHTS. 2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to Customer a limited, non-exclusive, non -transferable right and license during the Subscription Period, to permit: (i) Authorized Users to access and use the internal and administrative interfaces of the Subscription Services in accordance with the Documentation to support Customer's internal business purposes and (ii) its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. Each instance of the Subscription Service shall be provisioned with the amount of storage set forth in the Order and additional storage may be purchased at the then -current rates. 2.2 Support Services & Service Availability. During the Subscription Period, Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially reasonable efforts to attain the service levels specified in the applicable policies. The remedies set forth in the Support Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service levels. Customer grants Accela a royalty -free, worldwide, transferable, sub- licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users relating to the operation or features of the Subscription Services. 2.3 Purchasing Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will comply with the Consulting Services Policy or as otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to eight (8) hours. 2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub -license, sell, re -sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights 20201023 Item 7: Staff Report Pg. 9 Packet Pg. 389 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela's detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety -critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage. 2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate Data, any related work product of the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such materials are delivered to Customer as part of the Subscription Services, Consulting Services or Support Services then Customer shall receive a limited license consistent with the terms of Section 2 to use such materials during the Subscription Period. 2.6 Customer's Responsibilities. Customer will: (i) be responsible for meeting Accela's applicable minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized Users' compliance with this Agreement and for any other activity (whether or not authorized by Customer) occurring under Customer's account; (iii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the Subscription Services only in accordance with the applicable Documentation, laws and government regulations. 3. PAYMENT TERMS. 3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties, 20201023 Item 7: Staff Report Pg. 10 Packet Pg. 390 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid separately by Customer without set-off to the fees due Accela. 3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or services through a reseller, subject to these terms, any separate payment arrangements and terms shall be exclusively through such reseller and Accela is not a party to such transactions. Accela's sole obligations are set forth herein and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party. 4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in writing, that is designated as confidential by marking it as such; however, emails from a party that only contain a routine confidentiality statement in the signature block or elsewhere are not "Confidential Information". Further, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party priorto its disclosure without breach of any obligation owed to the disclosing party; (iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. Each party will use the same degree of care that it usesto protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information except as permitted herein, and willlimit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement. The receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted). 5. CUSTOMER DATA. 5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth explicitly in Section 5. 5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) to verify Customer's compliance with the restrictions set forth in Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer's non-compliance; and (iii) as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer's use of the Subscription Services (excluding any use of Customer's Confidential Information) to improve Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage patterns by customers using the Subscription Services. 5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived from the use of the Subscription Services for industry analysis, benchmarking, analytics, 20201023 Item 7: Staff Report Pg. 11 Packet Pg. 391 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the Subscription Services. 6. WARRANTIES AND DISCLAIMERS. 6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription Services shall perform materially in accordance with the applicable Documentation. As Customer's sole and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the Subscription Services in question with those of substantially similar functionality; or (c), after making all commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services and refund all unused, prepaid fees paid by Customer for such non -compliant Subscription Services. 6.2 Consulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants that Consulting Services shall be performed in a professional and workmanlike manner. As Customer's sole and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a) re -perform the Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees paid for the non -compliant Consulting Services. 6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 6.4. Cannabis -Related Activities. If Customer purchases any Subscription Services for use with any cannabis -related activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a cannabis related business or agent thereof. In addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its Customer for general software services, a state or local government agency, and does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant services, which may be coordinated and facilitated through the use of the Subscription Services. Accela makes no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding any third party provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such third parties. 7. INDEMNIFICATION. Accela will defend (or at Accela's option, settle) any third party claim, suit or action brought against Customer to the extent that it is based upon a claim that the Subscription Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, or violation of any data privacy laws, and will pay any costs, fines, penalties, or damages and reasonable attorneys' fees attributable to such claim that are finally awarded against Customer, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela's expense, in the defense and/or settlementof such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such claim. In the event that Accela reasonably believes, in its sole discretion, that such claim may 20201023 Item 7: Staff Report Pg. 12 Packet Pg. 392 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the Subscription Services such that it will be non -infringing (provided such modification does not materially reduce the functionality or performance of Customer's installed instance); (b) replace the Subscription Services with a service that is non -infringing and provides substantially similar functionality and performance; or, if the first two options are not commercially practicable, (c) terminate the remainder of the Subscription Period and refund any, pre -paid, unused fees received by Accela. Accela will have no liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription Services with products, services, methods of a third party; (ii) a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the Subscription Services other than the current, fully patched version, provided such updated version would have avoided the infringement; or (v) Customer's breach of this Agreement. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF ACCELA AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT. 7.5 INDEMNITY. Unless otherwise covered by Section 7 above, Accela shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person or tangible property damage , including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") to the extent they resulting from, arising out of or in any manner related to the negligent performance or nonperformance by Accela, its officers, employees, agents or contractors under this Agreement. Notwithstanding the previous sentence, nothing in this Section 7.5 shall be construed to require Accela to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, Accela, its officers, employees, agents or contractors under this Agreement. 8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER'S BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED 1.5 X (times)THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT; EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER'S BREACH OF SECTION 2 OR EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICEINTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ORSERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 20201023 Item 7: Staff Report Pg. 13 Packet Pg. 393 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela 9. SECURITY. Accela has implemented commercially viable and reasonable information security processes, policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi- governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, Accela will have no liability for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks. Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 10. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party that is not directly produced by Accela as a component of the Subscription Services ("Third Party Services") and this may include third party products resold by Accela. Accela assumes no responsibility for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service or the performance of the Subscription Services (including Accela's service level commitment) when the Subscription Services are used in combination with or integrated with Third Party Services. 11. TERM AND TERMINATION. 11.1 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the Agreement. 11.2 Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order and, unless terminated earlier in accordance with this Agreement, continue for the term specified therein. Except as otherwise specified in the applicable Order, Orders may only be cancelled or terminated early in accordance with Section 11.3. In the event of any non- renewal or other termination, Customer's right to use the Subscription Services will terminate at the endof the relevant Subscription Period. 11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license granted hereunder for cause upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela may, at its sole option, suspend Customer's or any Authorized User's access to the Subscription Services, or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to do so by law or court order or; (iv) Customer's payment obligations are more than ninety (90) days past due, provided that Accela has provided at least thirty (30) days' notice of such suspension for delinquent payment. Should Customer terminate this Agreement for cause, Accela will refund a pro -rata portion of unused, pre -paid fees. 11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty 20201023 Item 7: Staff Report Pg. 14 Packet Pg. 394 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits (30) calendar days following the end of Customer's final Subscription Period, upon Customer's request Accela provided Customer Data and associated documents in a database dump file; provided that Customer pays (a) all costs of and associated with such copying, as calculated at Accela's then -current time -and -materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights granted to Customer with respect to Subscription Services and intellectual property will immediately terminate; and (iii) Accela's obligation to provide any further services to Customer under this Agreementwill immediately terminate, except as mutually agreed between the parties. If the Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes,including the deletion of Customer Data from systems directly controlled by Accela. Accela's Data Storage Policy is attached as Exhibit D to this Agreement. 11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8 (Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of this Agreement. 12. GENERAL. 12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three days after sending registered, return receipt requested, post or; (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer's account for the Subscription Services. 12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. 12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Further, in connection with the services performed under this Agreement and Customer's use of the Subscription Services, the parties agree to comply with all applicable anti -corruption and anti -bribery laws, statutes and regulations. 12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld. Any attempted assignment or transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the existence of the business relationship between parties without disclosing the specific terms of the Agreement. 12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provisionof this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will bemodified by the court and interpreted so as best to accomplish the objectives of the 20201023 Item 7: Staff Report Pg. 15 Packet Pg. 395 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits original provision tothe fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.Accela will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. This Agreement, including any attachments hereto as mutually agreedupon by the parties, constitute the entire agreement between the parties concerning its subject matter and it supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary, no additional or conflicting terms or conditions stated in any of Customer's purchase order documentation or otherwise will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 13. City Requirements 13.1 The following Accela policies are attached as Exhibits to this Agreement and shall take precedence over the use of other versions of these policies cited to in any order form, purchase order, statement of work, clickthrough/clickwrap, or any other agreement that is governed by this Subscription Services Agreement: • • • • 13.2 Exhibit A — Accela Consulting Services Policy Exhibit B — Accela Service Availability and Security Policy Exhibit C — Accela Support Policy SaaS Exhibit D — Accela Data Storage Policy Insurance. Accela shall maintain the insurance coverage detailed in Exhibit E during the term of this Agreement. 13.3 Information Privacy Policy. Accela shall adhere to the Information Privacy Policy in Exhibit F during the term of this Agreement. 13.4 Cybersecurity Terms and Conditions. Accela shall adhere to the Cybersecurity Terms and Conditions in Exhibit G during the term of this Agreement. For Accela For City of Palo Alto DocuSigned by: QaYDIn tka yitt1 A04499 928344D8 AaronHaggarty City Manager Chief Legal Officer, Secretary, & Treasurer Date: Date: 9/5/2023 Approved as to form: City Attorney or designee 20201023 Item 7: Staff Report Pg. 16 Packet Pg. 396 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela, Inc. Consulting Services Policy Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Exhibit A This Consulting Services Policy (the "Policy") is binding upon execution of any order form, agreement, or statement of work (collectively and each an "Order") between Accela and the entity receiving services ("Customer") that incorporates the Policies by reference and are in addition to the terms and conditions for Consulting Services set forth in the License Agreement (as defined below). Accela on -premises software or subscription services for Accela software (SaaS) is governed by the license agreement between the Customer and Accela (the "License Agreement"). Consulting Services Covered Accela provides a variety of services covered by these policies, including but not limited to consulting, implementation, configuration, and custom training services. Performance of Services Accela shall provide the services in accordance with the following processes and policies: o Accela will use reasonable efforts to meet any performance dates specified in applicable Order, and any such dates are estimates only. o Accela will select persons and entities to perform the Consulting Services that meet industry standards for the Consulting Services' performance provided to the Customer. o Consulting Services provided by Accela on a "Time and Material" basis are not subject to acceptance criteria by the Customer, unless otherwise set forth in the applicable Order. o Consulting Services are provided eight hours a day, Monday through Friday (Accela recognized holidays excluded) during Accela regular business hours. Hours worked more than eight hours or holidays are generally subject to 2x the Consulting Services hourly or daily fee. o All Consulting Services must be scheduled. Accela will contact the Customer regarding the schedule and notify the Customer (email accepted) of the date for commencement of the Consulting Services. Unless otherwise set forth in the Customer Order, the Customer must contact Accela a minimum of five business days to reschedule the Consulting Services' start date. If the Customer does not contact Accela to reschedule the Consulting Service start date as set forth in the Customer Order or where no reschedule time is stated, a minimum of five (5) business days, the Customer is responsible for any expenses incurred by Accela due to the Customer failure to notify Accela properly. o Accela will observe all reasonable security requirements provided by the Customer to Accela in writing during access to Customer premises. o Any changes to the Consulting Services' scope may require a signed change order detailing the changes, additional time required, and necessary variations of fees. o Accela owns all intellectual property right in all documents, work product, and other materials prepared by Accela or delivered to the Customer during the course of performing the Consulting Services, including any items identified as such in the Order (collectively, the "Deliverables"). Excluding Accela Software, and subject to the Customer payment of all fees for the Consulting Services, Accela grants the Customer a license to use the Deliverables subject to the terms and restrictions applicable to the License Agreement, as such terms apply to Accela's software and SaaS services.. To efficiently provide the Customer with Accela Consulting Services, the Customer will: o Secure all necessary licenses, permits, and comply will all applicable law concerning the Consulting Services before the Consulting Services start date. Consulting Services Policy Rev. 20210315 Item 7: Staff Report Pg. 17 Packet Pg. 397 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits o Provide access to the Customer premises and provide safe office accommodation and other facilities as reasonably requested by Accela to perform the Consulting Services. o Have all equipment ready and available for Accela's access to perform the Consulting Services. o Provide such materials or information as Accela may reasonably request to carry out the Consulting Services in a timely manner and ensure that such Customer materials or information are complete and accurate. o Respond to Accela request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Accela to perform the Consulting Services in accordance with the requirements of the Order. o Unless otherwise set forth in the Order, the Customer agrees to reimburse Accela for all actual, documented, and reasonable travel and out-of-pocket expense incurred by Accela in the Consulting Services' performance. Unless otherwise agreed in advance, Accela's consultants shall travel using economy class flights, reasonable business appropriate accommodations, and standard size car rentals. Privacy Any personal information (PII) that the Customer provides to Accela or Accela accesses during the provisioning of the Consulting Services is subject to Accela's Privacy Policy at https://www.accela.com/privacy-policy/.The Customer represents and warrants that the Customer has received all applicable consents from persons whose personal information the Customer provides to Accela or may be accessed by Accela during Accela performance of the Consulting Services. Supplemental Terms For any Customer receiving Consulting Services from Accela that has not yet entered into a License Agreement, Customer, commencing on the first day Consulting Services are provided, Customer is granted a thirty (30) day license to use Deliverables (and any other Accela materials provided during such engagement, subject to the applicable License Agreement set forth at accela.com/terms/. At the end of the thirty (30) day license, if Customer has not entered into a new License Agreement referencing Consulting Services, Customer's license to the Deliverables granted under "Supplemental Terms" of this Policy is terminated. Consulting Services Policy Rev. 20210315 Item 7: Staff Report Pg. 18 Packet Pg. 398 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits xhibit B Accela Availability and Security Policy Service Availability: Accela will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer's use of the Subscription Services provided hereunder and in an applicable Order Form and (b) operate and manage the Subscription Services with a ninety-nine and nine percent (99.9%) uptiine goal (the "Availability SLA"), excluding situations identified as "Excluded" below. "Excluded" means any outage that results from any of the following: a. Any maintenance performed by Accela during Accela's standard maintenance windows. Accela will notify Customer within forty-eight (48) hours of any standard maintenance and within twenty-four (24) hours for other non-standard emergency maintenance (collectively referred to herein as "Scheduled Maintenance"). Scheduled maintenance includes off -business -hours (agency time) deployments of major releases & service packs. Major releases are deployed into an agency's non -production environments well in advance, typically 4 weeks ahead of production, to allow for adequate user acceptance testing. b. Customer's information content or application programming, or the acts or omissions of Customer or its agents, including, without limitation, the following: 1. Any mis-configuration by Customer (as determined in Accela's sole discretion), including, without limitation, configuration errors and bad or unintended usage of the Subscription Services. 2. Force majeure or other circumstances beyond Accela's reasonable control that could not be avoided by its exercise of due care. c. Failures of the carrier networks itself and the network by which Customer connects to the carrier networks any other network unavailability. d. Any window of time when Customer agrees that Subscription Services availability/unavailability will not be monitored or counted. e. Interruptions or delays in providing the Subscription Services resulting from telecommunication or Internet service provider failures. f. Customer's or any third party's use of the Subscription Services in an unauthorized or unlawful manner. Remedies for Excessive Downtime: In the event the Availability of the Subscription Services falls below the Availability SLA in a given calendar month, Accela will pay Customer a service credit ("Service Credit") equal to the percentage of the fees set forth in the table below corresponding to the actual Availability of the Subscription Services during the applicable calendar month. Such Service Credit will be issued as a credit against any fees owed by Customer for the next calendar month of the Subscription Period or, if Customer does not owe any additional fees, then Accela will pay Customer the amount of the applicable Service Credit within thirty (30) days after the end of the calendar month in which such credit accrued. Such Service Credit will be in addition to any other remedies available to Customer at law, in equity or under this Agreement. System availability is measured by the following formula: x = (n - y) *100 / n 20210212 Item 7: Staff Report Pg. 19 Packet Pg. 399 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Notes: (1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar n downtime; and "y" is the total number of downtime hours in the given calendar month. (2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows. Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits ed Service Availability Percentage Fees of Monthly Service Credited >99.9% 0% 95.0%- < 99.9% 5% (max of $280) 90.0%- < 95.0% 10% (max of $560) 80.0%- < 90.0% 20% (max $840) 70.0%- < 80.0% 30% (max of $1,120) 60.0% - < 70.0% 40% (max of $1,400) < < 60% 50% (max of $2,800) Customer Account Login: For Accela user interface access, Accela uses TLS 1.2 with AES 256 bit or similar encryption for protection of data in transit, which is supported by most modern browsers. Accela will also restrict applicable administrative user interface access to Customer corporate networks for additional security on written request by Customer. Accela SaaS Service Delivery: Accela manages its apps and infrastructures within the industry -leading Microsoft Azure hosting environment, specifically designed and constructed to deliver world- class physical security, power availability, infrastructure flexibility and growth capacity. Accela's audit and compliance foundation includes SSAE 18 SOC 2 Type II, HIPAA, California Consumer Privacy Act (CCPA), and PCI-DSS (payment adapters). Accela's partnership with Microsoft delivers multi -layered security in physical datacenters, infrastructure and operations, with adherence to its numerous security certifications. More information can be found at https://azure.microsoft.com/en- us/overview/security/. 20210212 Item 7: Staff Report Pg. 20 , Packet Pg. 400 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela Accela, Inc. Consolidated SaaS Support Policies item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits This document contains two policies, the Standard Support SaaS Services and the Preferred Support SaaS Services Policies. Please refer to the appropriate section, depending on the level of Support Services you have purchased from Accela. In the event you are unsure or wish to upgrade your Support Services Level, please contact your account manager. 2633 Camino Ramon, Suite 500, San Ramon, CA 94583 (925) 659.3200 accela.com Exhibit C Item 7: Staff Report Pg. 21 Packet Pg. 401 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Policy 1 Accela, Inc. Standard SaaS Support Services Policy Dated: April 21, 2021 This Accela Standard SaaS Support Services Policy ("Support Policy") governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement ("Agreement") entered into between Accela and the recipient of such services ("Customer"). This Support Policy may be updated from time to time by Accela in its sole discretion. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support: Accela's Customer Support Department, a live technical support facility, will be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan, You may designate up to two (2) Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity, developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs. Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. (2) Submitting a Case Agency Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at Item 7: Staff Report Pg. 22 Packet Pg. 402 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela Palo Alto Agreement Final 8.31.23 w exhibits https://success.accela.com and selecting Get Support > Submit a case or b. a telephone call to Customer Support as described below (For Severity Level 1 and Severity Level 2 issues, Agency must call Customer Support) (3) Updates Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service. Where practical, Accela will schedule Updates during non -business hours and will provide Customers with advance notice of all Updates. (4) Upgrade/Downgrade of Severity Level If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (5) Customer Cooperation Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with Accela to reproduce errors, including, without limitation, conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate. Also, Accela may access Agency Contacts account and/or an admin account and/or Agency's personnel may be asked to provide remote access to their internal system for, without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela. (6) Third Party Product Support If any third -party software is supplied by Accela, Accela disclaims all support obligations for such third -party software, unless expressly specified by Accela in Customer's Agreement. (7) Exclusions The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer's or any End User's or third party's misuse of the Services; b. Support during times outside of Accela's regular business hours stated above; c. Support necessitated by external factors outside of Accela's reasonable control, including any force majeure event or Internet access or related problems beyond the Ser vice demarcation point; Item 7: Staff Report Pg. 23 Packet Pg. 403 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela Palo Alto Agreement Final 8.31.23 w exhibits d. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer's or any End User's or third party's equipment, software or other technology (other than third party equipment within Accela's direct control); f. Support to resolve or work -around conditions which cannot be reproduced in Accela's support environment and g. Support of any software add-ons supplied together with the Service (except where specified in the customer's Agreement). Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (8) Error Classification Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features, SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available (e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists (e.g. non -critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect). Item 7: Staff Report Pg. 24 Packet Pg. 404 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits (9) Target Initial Response Time Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: Target Initial Response Time by Case Severity Severity Level Target Initial Response Time 1 1 days I 2 3 daysa 3 5 daysa 4 7 days' a Initial response times are including M -F, 4 am to 6 pm PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do notapply to cases submitted via email or electronically via the Accela Success Community. Item 7: Staff Report Pg. 25 Packet Pg. 405 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela Palo Alto Agreement Final 8.31.23 w exhibits Policy 2 Accela, Inc. Preferred SaaS Support Policy Dated: April 21, 2021 This Accela Preferred SaaS Support Services Policy ("Support Policy") governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement ("Agreement") entered into between Accela and the recipient of such services ("Customer"). This Support Policy may be updated from time to time by Accela in its sole discretion. This policy only applies to Customers that have purchased Preferred Level Support. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support: Accela Customer Support Department, a live technical support facility, will be available in English to your identified Agency Contacts twenty-four hours a day, seven days a week (including weekends and holidays). Telephone support will be handled via a dedicated Preferred Support line. Access to Accela self-service resources is available 24x7 through the Accela Success Community site. Cases may be handled by a triage agent, who will document the case and route it to the appropriate Accela support engineer for resolution. Accela support engineers will follow through on the case for the Agency Contacts. Actual resolution time will vary. Resolutions can take many forms — a workaround, code update, user training, or other solution. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan. You may designate up to ten (10) Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity, developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs. Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. Item 7: Staff Report Pg. 26 Packet Pg. 406 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits (2) Submitting a Case: Agency Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at https://success.accela,com and selecting Get Support > Submit a case or b. a telephone call to Customer Support as described below (For Severity Level 1 and Severity Level 2 issues, Agency must call Customer Support) (3) Updates: Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service. Where practical, Accela will schedule Updates during non -business hours and will provide Customers with advance notice of all Updates. (4) Upgrade/Downgrade of Severity Level: If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (5) Customer Cooperation: Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate. Also, Accela may access Agency Contacts account and/or an admin account and/or Agency's personnel may be asked to provide remote access to their internal system for, without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela, (6) Third Party Product Support: If any third -party software is supplied by Accela, Accela disclaims all support obligations for such third -party software, unless expressly specified by Accela in Customer's Agreement. (7) Named Technical Support Advisor: Accela will provide a named technical support advisor for any Preferred support plan holders. The technical support advisor will have knowledge of the customers system and provide oversite for any support cases created with Accela. They will also facilitate the following: 1. Scheduled calls to review open support tickets with Accela and 2. a monthly service review to review overall support performance. Item 7: Staff Report Pg. 27 Packet Pg. 407 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits (8) Monthly APO Data Loads: Included with the Preferred support plan is a monthly upload of APO data to your hosted environment. This must be requested following the methods outlined in the case submission process in this document. All APO load cases will be addressed as a Sev3 severity level case. (9) Exclusions: The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer's or any End User's or third party's misuse of the Services; b. Support during times outside of Accela's regular business hours stated above; c. Support necessitated by external factors outside of Accela's reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; d. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer's or any End User's or third party's equipment, software or other technology (other than third party equipment within Accela's direct control); f. Support to resolve or work -around conditions which cannot be reproduced in Accela's support environment and g. Support of any software add-ons supplied together with the Service (except where specified in the Agreement). Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (10) Error Classification: Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features, SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available (e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists (e.g. non -critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect). Item 7: Staff Report Pg. 28 Packet Pg. 408 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F item 7 Attachment A - Accela Palo Alto Agreement Final 8.31.23 w exhibits (11) Target Initial Response Time: Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: Target Initial Response Time by Case Severity Severity Level Target Initial Response Time 1 1 hours 2 4 hoursa 3 8 hours' 4 24 hoursa a Initial response times are 24x7, including weekends and holidays. Severity Level 1 and 2 cases must be submittedvia telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted electronically. Item 7: Staff Report Pg. 29 Packet Pg. 409 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits j ACCELA, INC. DATA STORAGE POLICY The Licensee's subscription comes with a limit of 2.5TB data storage for all cloud environments. Data storage includes: • Transaction data; • Reference data; • Configuration data; • Documents and Report Files; • Backup copies; and • Other data stored by Accela on behalf of the customer. exhibit D Additional storage can be purchased from Accela in blocks of 500GB, with a price of one thousand dollars ($1,000) per year. When Licensee approaches the 2.5TB limit, it will begin receiving monthly notifications highlighting data usage levels across its environment. Once the 2.5TB limit is reached, a charge of one thousand dollars ($1,000) for an additional 500GB will be automatically added to the Licensee's subscription renewal. Data Retention If the Licensee's Software as a Service ("SaaS") subscription expires or is otherwise terminated, Contractor will initiate its data retention processes, including the deletion of licensee data from systems directly controlled by Contractor. • If a Licensee's SaaS subscription expires or is otherwise terminated, Contractor will store its customer data, as defined in the master agreement between Licensee and Contractor, for ninety (90) days (the "Retention Period"). During the Retention Period, provide Licensee with a notice indicating its intention to delete its Customer Data. • After the Retention Period, Contractor will, within a commercially reasonable amount of time, disable the account and delete the customer data, including any cached or backup copies. History and log data will be available to customers in real-time for up to 2 years in production and 1 year in non -production, unless otherwise specified. After 2 years, the history data will be archived and retained for up to 7 years. This data will be provided to the customer upon request. Frequently Asked Questions Can Licensee track its storage usage on the Accela Cloud? It's not currently possible to track storage usage in the Civic Platform application. However, Licensee will receive a report detailing its data usage annually, at the time of renewal. Licensee can request this information at any time outside of the renewal period by submitting a support case through Accela Customer Support. When Licensee approaches the storage limit, it will receive monthly notifications particularizing its storage usage. What will happen if Licensee exceeds its storage limit? If Licensee's Accela Cloud instance exceeds the storage limit, it will receive notification and a charge of one thousand ($1,000) per 500GB of usage will be billed at the time of subscription 20210723 Item 7: Staff Report Pg. 30 Packet Pg. 410 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F E Accela renewal. Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Can I increase my storage limit? Yes. Storage limits can be increased by purchasing additional storage in blocks of 500GB at one thousand dollars ($1,000) per year. 20210723 Item 7: Staff Report Pg. 31 Packet Pg. 411 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F EXHIBIT "E" INSURANCE REQUIREMENTS Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 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, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $2,000,000 $2,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET PROPERTY DAMAGE $2,000,000 $2,000,000 CONTRACTUAL, PRODUCTS/COMPLETED OPERATIONS AND FIRE LEGAL LIABILITY BODILY INJURY & PROPERTY $2,000,000* $2,000,000 DAMAGE COMBINED. YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY ALL DAMAGES $2,000,000 $2,000,000 COVERAGE. THE POLICY SHALL AT A MINIMUM per claim* COVER PROFESSIONAL MISCONDUCT FOR THE PERFORMANCE OF SERVICES DEFINED IN THE CONTRACT AND SHALL ALSO PROVIDE COVERAGE FOR THE FOLLOWING RISKS: (i) NETWORK SECURITY LIABILITYARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii) LIABILITY ARISING FROM INTRODUCTION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY'S OR THIRD PERSON'S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING THE FULL LIFE OF THE CONTRACT. THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS CREDIT MONITORING EXPENSES WITH LIMITS SUFFICIENT TO RESPOND TO THESE OBLIGATIONS. Item 7: Staff Report Pg. 32 Packet Pg. 412 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits YES CYBER AND PRIVACY INSURANCE. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, "PROPERTY" OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR, INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC FORM. ALL DAMAGES $2,000,000 $2,000,000 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, AS APPLICABLE. PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $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 CYBER LIABILITY/TECHNOLOGY ERRORS & OMISSIONS, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. * These limits can be satisfied with a combination of primary General Liability and Umbrella/Excess policies. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION Item 7: Staff Report Pg. 33 Packet Pg. 413 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits J 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://W W W.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Item 7: Staff Report Pg. 34 Packet Pg. 414 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND ReN, CITY OF PALO ALTC INFORMATION PRIVACY POLICY POLICY STATEMENT Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 4/IT 017 The City of Palo Alta (the "City") strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consiste it with the provisions of the California Public Records Act, California Government Code §§ 6250 - 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course an I scope of conducting the City's business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City's rules and regulations, and industry best practices, includin ;, without limitation, the provisions of Calif Irnia Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), ].798.80(e), 1798.81.5, 1798.82(e), 1798„83(e)(7), and 1798.92(c). Though some of these provisions to not apply to local government a encies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal ind California laws. The objective of this Policy is to des :ribe the City's data security goals an i objectives, to ensure the ongoing protection of the Per onal Information, Personally Identifiable Informa:ion, Protected Critical Infrastructure Information and Personally Identifying Informa ion of persons doing business with the City and receiving services from the City or a third pa ty under contract to the City to provide services. The terms "Personal Information," "Protected Critical Infrastructure Information", "Personally Identifiable Information" and "Personally Identif ing Information" (collectively, the "Inform Ition") are defined in the California Civil Code sections, referred to above, and are incorporated in this Policy by reference. PURPOS E The Cit ', acting in its governmental and proprietary capacities, collects the Information pertaini ig to persons who do business with or receive ervices fro i the City. The Information is collecte I by a variety of means, including, without limitation, fro l persons applying to receive services provided bi the City, persons accessing the 2ity's website, and persons who access other i iformation portals maintained by the City's staff an i/or authorized third -party contractars. The City is committed to protecting the privacy and security of the Information collecte I by the Clty. The City acknowledges federal and California laws, policies, rules, regulati Ins and pracedures, and industry best practices are dedicated to ensuring the Informa ion is collected, stored and utilized in compliance with applicable laws. Page 1 of 8 F Item 7: Staff Report Pg. 35 Packet Pg. 415 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 4/IT 017 The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City's applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City's staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. SCOPE The Policy will guide the City's staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. CONSEQUENCES The City's employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences. EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request. The exception request will be reviewed and administered by the City's Information Security Manager (the "ISM"). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City's Chief Information Officer ("CIO") and approved as to form by the City Attorney. The Policy's guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. RESPONSIBILITIES OF CITY STAFF Page 2 of 8 Item 7: Staff Report Pg. 36 Packet Pg. 416 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev A. RESPONSIBILITY OF CIO AND ISM Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits /IT 017 The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City's government. The City's employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City's IT environments; (d) assisting the City's staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department -specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non - Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or 'cloud -based' software services to the City. B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the "ISSC"), which is comprised of the City's employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. C. RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City's IT Managers, who are responsible for internal, external, direct and indirect connections to the City's networks, will be responsible for configuring, maintaining and securing the City's IT networks in compliance with the City's information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. Page 3 of 8 Item 7: Staff Report Pg. 37 Packet Pg. 417 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev E. RESPONSIBILITY OF AUTHORIZATION COORDINATION Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits /IT 017 The ISM will ensure that the City's employees secure the execution of Non -Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City's approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. GENERAL PROCEDURE FOR INFORMATION PRIVACY A. OVERVIEW The Policy applies to activities that involve the use of the City's information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City's employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City's intranet or other networks, systems, or devices. The term "information assets" also includes the personal information of the City's employees and any other related organizations while those assets are under the City's control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City's staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City's employees and authorized third parties. B. PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City's sharing of such information during the conduct of the City's business as a local government agency with third parties under contract to the City to provide services. Page 4 of 8 Item 7: Staff Report Pg. 38 , Packet Pg. 418 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev C. METHODS OF COLLECTION OF PERSONAL INFORMATION Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 1/IT 017 The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City's services. The City's staff will inform the persons whose Information are covered by this Policy that the City's web site may use "cookies" to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City's web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City's web sites. Cookies created on the user's computer by using the City's web site do not contain the Information, and thus do not compromise the user's privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City's sites. D. UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department ("CPAU") will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non -metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non -City electronic portals at different intervals than with the standard monthly billing. Page 5 of 8 Item 7: Staff Report Pg. 39 Packet Pg. 419 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 4/IT 017 Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E. PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F. ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person's identity before the City will grant anyone online access to that person's Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. G. SECURITY, CONFIDENTIALITY AND NON -DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City's employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City's employee and/or the third party contractors to agree to use such Information only in furtherance of City -related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H. DATA RETENTION / INFORMATION RETENTION Page 6 of 8 Item 7: Staff Report Pg. 40 Packet Pg. 420 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 4/IT 017 The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software -as -a -Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider's operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City's staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a "covered financial institution or creditor" which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers' Information. Page 7 of 8 Item 7: Staff Report Pg. 41 , Packet Pg. 421 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F POLICY AND I Rev Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits 4/IT 017 CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate. Recommended: Approved: L0cun ot,.atG.atti. rt.idwAid, 7914D9897578424... 12/5/2017 Director Information Technology/CIO Date D(ocuSigned by: 39E72 8F 44D. 12/13/2017 City Manager Date Page 8 of 8 Item 7: Staff Report Pg. 42 Packet Pg. 422 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F CITY OF PALO ALTO Item 7 Attachment A - Accela- Palo Alto Agreement Finalalo Alto 8.31.23 w exhibits J≥ecurity ocument Version: V3.0 Doc: InfoSec 110 EXHIBIT "G" CYBERSECURITY TERMS AND CONDITIONS In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below. A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM"). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 — Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.orq/iso/home/store/cataloque tc/cataloque detail.htm?csnumber=42103 http://www.iso.orq/iso/iso cataloque/cataloque tc/cataloque detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no Page 1 of 3 Item 7: Staff Report Pg. 43 Packet Pg. 423 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F CITY OF PALO ALTO Item 7 Attachment A - Accela- Palo Alto Agreement Finalalo Alto 8.31.23 w exhibits J≥ecurity ocument Version: V3.0 Doc: InfoSec 110 longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role -based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (I) Provide for the timely detection of, response to, and the reporting of security incidents, including on -going incident monitoring with logging. (m) Notify the City within twenty-four (24) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self -audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self -audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Reserved. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third -party service provider's personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment). (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City. (x) Provide and support Single Sign -on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the City to have superuser and super-admin access to the Vendor's IT environment, and a cloud -hosted IT environment belongs to the City. Page 2 of 3 Item 7: Staff Report Pg. 44 Packet Pg. 424 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F CITY OF PALO ALTO Item 7 Attachment A - Accela- Palo Alto Agreement Finalalo Alto 8.31.23 w exhibits iiecurity ocument Version: V3.0 Doc: InfoSec 110 (y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. (z) The Vendor must provide evidence of valid cyber liability insurance policy per the City's EXHIBIT "E" INSURANCE REQUIREMENTS. Part B. Alternate Requirements: Item 7: Staff Report Pg. 45 Page 3 of 3 Packet Pg. 425 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela Statement of Work City of Palo Alto, CA Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Accela Premium Citizen Experience (PCE) Connector Configuration July 25, 2023 Version 1 Accela, Inc. 2633 Camino Ramon Suite 120 San Ramon, CA 94583 Tel: 925-659-3200 SOW expires on 10/31/2023 Time and Materials Statement of Work Page 1 of 9 Item 7: Staff Report Pg. 46 Packet Pg. 426 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela TABLE OF CONTENTS Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits DOCUMENT CONTROL 3 INTRODUCTION 4 SUMMARY 4 V1bRK DETAILS 4 ADMNISTRAIION 5 PROJECTTIMELINE ERROR! BOOKMARK NOT DEFINED. PROJ EC I s PUT CAN HOLD AND AGENCY DELAYS ERROR! BOOM/LARK NOT DEFINED. PAYNFNfTERMS 5 ExpENsEs 6 CONTRACT SUM 6 CHANGE ORDERS 6 ExPIRA11ON 6 DIgn AlM❑ 7 ASSUIVP I1ONS 7 GENERAL SCOPE Assulvv 1ONS 7 ACCELA TECHNICAL ASSUNFTICNS 8 SIGNATURES 9 Time and Materials Statement of Work Page 2 of 9 Item 7: Staff Report Pg. 47 Packet Pg. 427 of 638 1/4 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela DOCUMENT CONTROL Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Date Author Version Change Reference 07/25/2023 MParthum 1.0 SOW Updates Time and Materials Statement of Work Page 3 of 9 Item 7: Staff Report Pg. 48 Packet Pg. 428 of 638 1/4 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela INTRODUCTION item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits This Statement of Work ("SOW") dated 07/25/2023 sets forth the scope and definition of the project -based professional services (collectively, the "Services") to be provided by Accela, Inc., its affiliates and/or agents ("Accela") to City of Palo Alto, CA. ("Agency" or "Customer"). This SOW is governed by the Accela Consulting Services Policy found at www.accela.com/terms. Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to Customer under this SOW. SUMMARY This document outlines the configuration for the Accela Premium Citizen Experience (PCE) powered by OpenCities which provides a standard look and feel for all areas of your branded department website including specific workflows for services. We are intent on delivering a webpage that lives within the constructs of the current Agency website to serve as a Departmental Portal and delivers a unique, seamless integration between government websites, forms, and transactional online services (i.e. Accela Civic Platform) to unify and simplify the user experience for citizens. WORK DETAILS This section details the deliverables that will be performed by Accela Professional Services. Project management will be required for scheduling, planning, coordination and communication. Project management hours will be deducted from the total hours contracted. Description Tasks Design, Configuration, & • Branding and Data Premium Citizen Experience integration Training consulting • Accela Integration training and consultation DESIGN, CONFIGURATION, & TRAINING - ACCELA Accela Premium Citizen Experience Branding and Data Integration Configuration — Configuration will be done in global settings in ACA. Specifically, the global settings will include configuration of the "Site Brand Builder" section. Standard choices will be configured as part of the branding integration. Up to two service workflow integrations will be made by the Accela team as a training exercise for both the branding and data integration. The API keys and URLs will be made in the ACA global settings section, "Third Party Data Integrations" and OpenForms settings to allow the data integration. Login/Logout settings will be made with copies of the necessary scripts. Integration Training —Training the core components of the Accela Citizen Access integrations features. Time and Materials Statement of Work Item 7: Staff Report Pg. 49 Page 4 of 9 Packet Pg. 429 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Accela Data and Branding Integration Training — Accela will provide one (1) hour remote training session to the Agency Accela administration team on how to administer the integration features of the Premium Citizen Experience powered by OpenCities. This will empower the Agency to create their migration checklist to move their Accela non -production configuration to Accela production when they are ready to publish the OpenCities platform content. • Enabling the Branding integration • Service page workflow integrations • Import of sample Landing, General/Embed, and Service Pages o One Landing page for 3 Accela Solutions — Building, Planning, Fire o General/Embed pages for Manage my Records and Search Records o Two services pages for 3 Accela Solutions for two Civic Application record types — Building, Planning, Fire o Creation of any additional pages and design of those pages are the responsibility of the agency. • Sharing of sample forms for Accela Civic Applications related to the data integration for two record types to be copied into Agency OpenForms instance o Creation of any additional forms and design of those forms are the responsibility of the agency. • Enabling the data integration • Logon/logout setup ADM NISTRATI ON PROJECT TIMELINE The project is estimated to take 3 months. The project will start after the client's SaaS upgrade is complete. PROJECT COMPLETION Upon completion of the work defined above, this contract will be closed. Accela will not (i) exceed the total estimate amount without the prior approval of Customer and/or (ii) continue to provide Services, after the total estimate has been reached, without the prior authorization of Customer. Should there be changes to the scope, timeline or resources that increases the hours or costs needed to complete the Project, a Change Order may be required prior to project continuation. PROJECTS PUT ON HOLD It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela implementation on hold. The Agency must send a formal written request sent to Accela to put the project Time and Materials Statement of Work Page 5 of 9 Item 7: Staff Report Pg. 50 Packet Pg. 430 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits on hold. Delays of 2 weeks or more that have a tangible impact to Accela's resource plan are subject to change order. If an Agency -based delay puts the project on hold for more than 90 days, Accela reserves the right to terminate the contract and negotiate new terms. If an Agency -based delay puts the project on hold past the termination period, Accela reserves the right to terminate the contract at the time of the delay. After that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require a new Statement of Work at new pricing. PAYMENT TERMS Accela will perform the Services on a T&M payment basis. Payments will be based on: (i) the nature and scope of the Services outlined, (ii) the expected staffing requirements, (iii) the Project Schedule, (iv) Accela's and Customer's roles and responsibilities, and (v) the other assumptions as set forth in this SOW. The price is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW. Description Detail Hours Rate Cost Discounted Price Design, Configuration, & Training • • Branding and Data Premium Citizen Experience configuration Accela Integration training and consultation 80 $250.00 $20,000.00 $0.00 Total $0.00 EXPENSES There is no provision for travel expenses or travel time in this SOW because Agency does not need any onsite resources. Travel to the Agency will not be conducted unless a Change Order, inclusive of travel expense terms and conditions, is signed prior to travel commencing to cover the cost of the travel. CONTRACT SUM The total amount payable under this SOW, as calculated for the above -mentioned fees is $0.00 The project is expected to take 80 hours. The Hourly Rate is $250 per hour discounted to $0. The total estimated amount payable under this SOW, as calculated from the above -mentioned fees, is $0. This estimated price is based on the information available at time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW. CHANGE ORDERS In order to make a change to the scope of Professional Services in this SOW, and subject to the Disclaimers below, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela will submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Professional Services Change Order. Accela will continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the Time and Materials Statement of Work Page 6 of 9 Item 7: Staff Report Pg. 51 Packet Pg. 431 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits change in scope of work, scheduling, and fees therefore. Any Change Order will be agreed to by the parties in writing prior to implementation of the Change Order. If Accela's effort changes due to changes in timing, roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order will be created that details these changes, and impact to project and cost (if any). Any change order will be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard blended rate for Accela resources is $250 per hour. EXPIRATION The scope and terms of this SOW must be executed as part of the Order executed between Accela and Agency on or before 10/31/2023. If the SOW is not executed within that timeframe, the current scope and terms can be renegotiated. DISCLAIMERS Accela makes no warranties in respect of its Services described in this SOW except as set out in the Consulting Services Policy. Any configuration of or modification to the Product that can be consistently supported by Accela via APIs, does not require direct database changes and is capable of being tested and maintained by Accela will be considered a "Supported Modification". Accela's obligations and warranties in respect of its Services, Products, and maintenance and support, as set out the agreement between Accela and Agency, does not extend outside the Supported Modifications or to any Agency manipulation of implemented scripts, reports, interfaces and adaptors. In the event Agency requires significant work beyond the scope of the included configuration and onboarding services, Accela may request that Agency separately engages Accela's Professional Services organization to complete the out -of -scope services. In such instance, a separate proposal and statement of work for the additional services will be drawn up and agreed between the parties. ASSUIPTIONS GENERAL SCOPE ASSUMPTIONS • Any coding or integrations not specifically described in this document are not in scope. • Development of test scripts are not in scope of Accela Services. • Development of custom training materials are not in scope of Accela Services. NOT IN SCOPE • Scripting — EMSE, batch, or pageflow • Configuration of custom fields and custom lists • Configuration of document groups/types • Configuration of pageflows • Reporting • Online payments • Support ticket or Case Management • Data Conversions • Custom Application Development Time and Materials Statement of Work Page 7 of 9 Item 7: Staff Report Pg. 52 • Packet Pg. 432 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela • Interface Development to other 3rd party applications • Content migration • Information Architecture of website structure Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits ACCELA TECHNICAL ASSUMPTIONS • The Customer will have to be deployed to Accela SaaS before the Premium Citizen Experience can be applied to their solution. • The Customer will have to have their OpenCities theme published before the Premium Citizen Experience can be applied to their solution. • Agency will select/purchase/acquire the appropriate third -party software prior to the Project Start Date. In the event third party software is not available and provisioned by Project Start Date, a change order may be needed to cover delays in project work. • Agency is live with Accela Citizen Access and is taking application submittals. • If an Agency has a custom wrapper or is using Brand Builder that those will be replaced with the Accela Premium Citizen Experience powered by OpenCities. • The implementation is done remotely. • There is no content migration from the previous website, CMS, or forms product(s). Time and Materials Statement of Work Page 8 of 9 Item 7: Staff Report Pg. 53 Packet Pg. 433 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela SIGNATURES Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits This Statement of Work is agreed to by Accela and Agency and made effective upon the date of last signature. If undated by Agency, the effective date will be as of the Accela signature hereto. ACCELA, INC. City of Palo Alto, CA DocuSigned by: aavol� t -k -A ""'1 AU44U9UUL8S44Utl... Authorized Signature Aaron Haggarty Authorized Signature Name - Type or Print Name - Type or Print Chief Legal officer Title Title 9/5/2023 Date Date Time and Materials Statement of Work Page 9 of 9 Item 7: Staff Report Pg. 54 Packet Pg. 434 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela Statement of Work Palo Alto, CA Strategic Assessment 8/2/2023 Version 1.0 Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Accela, Inc. 2633 Camino Ramon Suite 120 San Ramon, CA 94583 Tel: 925-659-3200 Fixed Price Statement of Work Page 1 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 55 Packet Pg. 435 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits TABLE OF CONTENTS TABLE OF CONTENTS 2 DOCUMENT CONTROL 3 I NTRCDUCII ON 4 OVERVIEW 4 SCOPE OF SERVICES 4 WORK DESCRIPIICN 4 OUT OF SCOPE 6 FROJECTASSUMPTICNS 6 GENERAL PROJECT ASSUNvncNS 6 PROJECTIIIVELINE 6 PROJECT CONPLEITON PROJECTS PUT ON HOLD ERROR BOOKMARK NOT DEFINED. ERROR BOONS NOT DEFINED. PAYMENT TERMS ERROR! BOOKMARK NOT DEFI NED. PAYMENT SCHEDULE ERROR BOOKMARK NOT DEFINED. EXPENSES ERROR BOOKMARK NOT DEFINED. CONTRACT SUM ERROR BOO{ Jvl4RK NOT DEFINED. ADMINISTRATION ERROR! BOOKMARK NOT DEFINED. DID AIMERS SIGNATURES 8 APPENDIX A: CHANGE ORDER FORM 9 SIGNATURE AND ACCEPTANCE 9 CHANGE ORDERS ERROR! BOOKMARK NOT DEFINED. EXPIRATION ERROR! BOOKMARK NOT DEFINED. ERROR! BootoAARK NOT DEFINED. Fixed Price Statement of Work Page 2 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 56 Packet Pg. 436 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela DOCUMENT CONTROL Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Date Author Version Change Reference e 08/02/2023 B Jacobs 1.0 SOW Created Fixed Price Statement of Work Page 3 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 57 Packet Pg. 437 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F M Accela INTRODUCTION OVERVIEW Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits This Statement of Work ("SOW") dated as of the last date of signature below sets forth the scope and definition of the project -based professional services (collectively, the "Services") to be provided by Accela, Inc. and Palo Alto, CA ("Agency" or "Customer"). This SOW is governed by the Accela Consulting Services Policy found at www.accela.com/terms. Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to Customer under this SOW. SCOPE OF SERVICES This document captures the configuration analysis Palo Alto, CA has and and provides visibility into how Accela will perform an assessment of your solution. • Intake (including Citizen Access portal) • Plan Review • Fees and Permit Issuance • Inspections • Automation Scripting Optimization • Standardization of Process and Workflow • Data Cleansing • Back -Office User Personalization • Data Standardization • Integration Optimization • Reports • Mobile Usage WORK DESCRIPTION The Success team would start by requesting a quick 30 -minute call with the customer that is leading the Success Visit to make sure we all understand the process, needs, and agency background. While we are getting this meeting in place below is a brief outline of the types of meetings we normally have with agencies. These are generalized and we can add more time or reduce the number of meetings based on your feedback. Please use the below as a guide to help me understand who and how many meetings we should have. When thinking about how to break up the teams, it is best to break up inspectors and back -office SME's since they normally interact with different parts of the product. The Success Team will then deliver a findings and recommendations document that can be leveraged to develop a plan to address the issues identified. Business Stakeholders (Division Heads this can be one or multiple meetings) 1-1 % hour meeting Goals — Stakeholders Fixed Price Statement of Work Page 4 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 58 Packet Pg. 438 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Introduce the Assessment Program initiative concept to the business leadership. Gain the business' perspective on the system's history, performance, and health. Focusing specifically on: Existing business challenges, causes, and impacts. 5 -year future vision and needs for the system. Discover and document key concerns and business drivers that may need to be considered in the SaaS business case, proposal, and high-level project plan. It is critical these sessions are attended by leadership who can speak to the tangible business impacts in terms of revenue capture, citizen optics, executive optics, etc. *** **these are not technical meetings. Often this will require Director -level or above. *** Accela Deliverables Lead meetings with each business leadership stakeholder; virtual or in person° Provide experienced Accela leadership to attend to ensure customary business card matching. Agency Responsibilities Identify and schedule key business leadership stakeholders. Identify agency representative(s) to attend meetings and participate as desired. IT Department 1 - 2 -hour meeting Technical Discovery Goals Technical Q and A and additional knowledge transfer with agency and Accela Analyze the key technical areas of the existing system, including but not limited to: Interfaces Reports Custom Scripts Batch jobs Technical Discovery activities may be modified based upon lessons learned and agency priorities Accela Deliverables Lead the requests -for -information and technical breakout sessions Summary of remediation that would be required Agency Responsibilities Identify and schedule attendees SME's / users (Permitting, Zoning, Code Enforcement, etc). 2 hour meeting Subject Matter Expert Discovery Goals Recap pain points that were discovered during the business leadership sessions. Gain SME deeper dive perspective. Discover any additional SME pain points and perspectives to inform business case. Focusing on both infrastructure and application -level perspectives for the back office, citizen facing, and mobile applications. Fixed Price Statement of Work Page 5 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 59 Packet Pg. 439 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Accela Deliverables Accela lead meeting with each SME or group; onsite Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits Agency Responsibilities Identify SMEs who possess knowledge of critical workflows and processes and can provide software demonstrations of functionality as needed Accela will come onsite for up to 2 days to execute this project. OUT OF SCOPE • Upgrades • Configuration • Development PROJECT ASSUMPTIONS GENERAL PROJECT ASSUMPTIONS • When the project team works onsite at an Agency facility, suitable workspace will be provided and equipped with appropriately functional and network access to and connectivity with all systems, networks, and data as necessary to perform the project. Agency will also provide necessary security badges, parking passes as required. • Agency will provide the necessary tools, accounts, and permissions that will enable Accela to access the Agency's internal network for remote installation and testing. This access must be provided through industry standard tools such as Virtual Private Network (VPN). • Make available the appropriate key Agency users for the review. • Provide timely and appropriate responses to Accela's requests for information PROJECT TIMELINE The project is estimated to take 4 weeks. The projected start date for the Project is forty-five (45) calendar days after mutual acceptance and signature of this SOW. PROJECTS PUT ON HOLD AND AGENCY DELAYS It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela implementation on hold. The Agency must send a formal written request to Accela to put the project on hold. Delays of two (2) weeks or more that have a tangible impact to Accela's resource plan are subject to change order. If an Agency -based delay puts the project on hold for more than 90 days, Accela reserves the right to terminate the contract and negotiate new terms. If an Agency -based delay puts the project on hold past the termination period, Accela reserves the right to terminate the contract at the time of the delay. After that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require a new Statement of Work at new pricing at the standard rates. Fixed Price Statement of Work Page 6 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 60 Packet Pg. 440 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits When a Project is put on hold, at minimum, Accela will need to draft a Change Order to keep some of the Accela project manager's time engaged to monitor progress and to resource the project once it comes off hold. Other Change Order items may be needed as a result of the delay. When a project goes on hold, project resources will be re -deployed and Accela will need a forty-five (45) calendar day notice to re -staff the project. Accela cannot guarantee a Project Start Date until Accela resources are confirmed. Should the Agency become non -responsive to Accela communications for a term of 30 calendar days regarding continuance of the project work, Accela can choose to cancel the remainder of the Statement of Work. To finish the project will require a new Statement of Work at new pricing at the standard rates. PAYMENT TERMS Accela will perform the Services on a monthly progress payment basis. The Fixed -Fee price is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW. Invoices will be sent out monthly. Monthly Progress Payments Price Contract Signing Month 1 $0 $0 TOTAL SERVICES COST $0 Payments are due net 30 of the invoice date. EXPENSES The overall fee listed in the Payment Terms section is inclusive of expenses. The Agency will not be billed for travel expenses or travel time. The Agency will not receive expense reports or receipts. CONTRACT SUM The total amount payable under this SOW, is $0, including expenses. The estimated fees for this SOW are predicated on the timely completion of Project milestones. However, should completion of milestones slip due to actions or inactions of Agency, and should this slippage result in material effort to Accela in excess of the hours provided for in this document, Accela will produce a Change Order for additional hours in support of the scope and deliverables contained herein. Any change order will need to be approved by both Agency and Accela. Change orders will need to be approved within three (3) business days of delivery to avoid a halt of work on the Project. CHANGE ORDERS In order to make a change to the scope of the Services in this SOW, and subject to the Disclaimers below, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela will submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Change Order, based on the standard rate for Accela resources of $250 per hour. Accela will continue performing the Services in accordance with the SOW until the parties agree in writing on the change in scope of work, scheduling, and fees. If Accela's effort changes, such as Fixed Price Statement of Work Proprietary and Confidential Item 7: Staff Report Pg. 61 Packet Pg. 441 of 638 DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela Item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits changes to the baseline schedule, roles, responsibilities, assumptions, or scope, or if additional support hours are required, a change order will be created that details these changes and impact to project and cost (if any). Any change order must be agreed to by Accela and Agency prior to commencing any activities defined in the change order. EXPIRATION The scope and terms of this SOW must be executed by 9/30/2023. If the SOW is not executed within that timeframe, the current scope and terms can be renegotiated. DISCLAIMERS Accela makes no warranties in respect of its Services described in this SOW except as set out in the Agreement. Any configuration of or modification to the Product that can be consistently supported by Accela via APIs, does not require direct database changes and is capable of being tested and maintained by Accela will be considered a "Supported Modification". Accela's obligations and warranties in respect of its Services, Products, and maintenance and support, as set out the agreement between Accela and Agency, does not extend outside the Supported Modifications or to any Agency manipulation of implemented scripts, reports, integrations and adaptors. In the event Agency requires significant work beyond the scope of the included configuration and onboarding services, Accela may request that Agency separately engages Accela's Services organization to complete the out -of -scope services. In such instance, a separate proposal and statement of work for the additional services will be drawn up and agreed between the parties. SIGNATURES This Statement of Work is agreed to by the parties and made effective upon the date of last signature. If undated by Agency, the effective date will be as of the Accela signature hereto. ACCELA, INC. Palo Alto, CA DocuSigned by: 61)(6k. tkayfittl A04499D928344D8... Authorized Signature Aaron Haggarty Authorized Signature Name - Type or Print Name - Type or Print Chief Legal officer Title Title 9/5/2023 Date Date Fixed Price Statement of Work Page 8 of 9 Proprietary and Confidential Item 7: Staff Report Pg. 62 Packet Pg. 442 of 638 • DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F Accela APPENDIX A: CHANGE ORDER FORM Agency: Project Code: Contract ID: Initiating Department: Initiated By: item 7 Attachment A - Accela- Palo Alto Agreement Final 8.31.23 w exhibits CO #: Date: A. PROJECT CHANGE DESCRIPTION/TASK SUMMARY: 1. [Description of Change #1 — Issue details/scope impact. add as many as needed] • Schedule impact: • Resource impact: • Cost impact: 2. Etc. Total Project Schedule Impact: [Enter] Total Project Resource Impact: [Enter] Total Project Cost Impact: [Enter] B. BILLING TERMS: Please describe the method by which Accela may bill the customer. Typically for CO's this is T&M. C. EXPIRATION: If this is a CO for a bucket of T&M hours there needs to be an expiration date SIGNATURE AND ACCEPTANCE The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Accela systems. The approval of this Change Order will act as a Work Authorization for Accela and/or Agency to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and supersedes all other documents and discussions regarding this subject matter. Accepted By: Accepted By: Accela, Inc. By: By: Print Name: Print Name: Title: Title: Date: Date: Fixed Price Statement of Work Proprietary and Confidential Item 7: Staff Report Pg. 63 Packet Pg. 443 of 638 Item 8 Item 8 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: October 2, 2023 Report #:2309-2020 TITLE SECOND READING: Adoption of Ordinances Rezoning the Properties Located at 340-404 Portage Avenue, 200-404 Portage Avenue/3040-3200 Park Boulevard, 3201-3225 Ash Street, 3250 Park Boulevard, and 278 Lambert Avenue from RM-30 to Planned Community (PC); and Adoption of an Ordinance Approving a Development Agreement with SI 45, LLC for the 14.65 -Acre Property Located at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue. CEQA Status — EIR certified by Council Resolution 10123 (SCH #2021120444) RECOMMENDATION Staff recommends that the City Council adopt the attached Ordinances on second reading. EXECUTIVE SUMMARY Introduced on September 5, 2023 and continued to September 12, 2023, the City Council reviewed and adopted the subject draft ordinances on first reading. One of the ordinances amends the zoning of a 14.65 -acre site within the North Ventura Neighborhood. The site, comprised of 3040-3250 Park, 200-404 Portage, 3201-3225 Ash Street, and 278 Lambert, is to be redeveloped in accordance with the five (5) new Planned Community Zone Districts the ordinance establishes. The City Council's motion also included the adoption of a draft Ordinance amending a Development Agreement between the City of Palo Alto and Sobrato Organization for the entirety of the 14.65 -site; further details are provided in the September 5, 2023 staff report' (CMR 2301-0807). The motion below passed with a 7-0 vote. Motion: Mayor Kou moved, seconded by Councilmember Burt to: 1. Adopt the Environmental Impact Report and the Resolution in Attachment B making findings of overriding consideration and adopting the Mitigation Monitoring and Reporting Plan in Attachment G; and 1 Link to staff report to Council of September 5, 2023: https://cityofpaloalto.primegov.com/Portal/viewer?id=2537&type=0 Item 8: Staff Report Pg. 1 Packet Pg. 444 of 638 Item 8 Item 8 Staff Report 2. Adopt the Resolution Amending the Comprehensive Plan and Comprehensive Plan Land Use Map: and 3. Adopt the five Planned Community Ordinances for each of the resulting parcels, amending the zone district across the project site; and 4. Adopt the Record of Land use Action, including Architectural Review findings for approval of the Development Plan, findings for a Vesting Tentative Map with exceptions and Conditions of Approval of the proposed project; and 5. Adopt the Ordinance approving the Development Agreement; and 6. In -lieu art funds generated under this agreement would be directed to art located on the former Cannery site, subject to consistency with the code; and 7. Direct staff to initiate a process to rename Portage Avenue to Thomas Foon Chew Avenue and refer to the Parks and Recreation Commission naming of the new park. This report conveys the ordinances that were presented to Council in the first reading without modifications, consistent with the motion. In accordance with Palo Alto Municipal Code 2.26.060, the matter of future in -lieu art funds associated with the townhome portion set forth in the proposed Development Agreement will be placed on a future City Council meeting agenda to discuss the expenditure of those funds. In accordance with Palo Alto Municipal Code 21.20.140, the City Council must approve street names. For subdivisions, street names must be approved by Council prior to the recordation of a final map. The process for the naming of streets is set forth in Council Resolution No. 5739, approved on October 1, 1979. The City Manager or his designee refers the naming to the Palo Alto Historical Association, who submits street name(s) to the Communications staff for review to ensure there are no conflicts. Due to Council's direction, staff will initiate the public process for the renaming of Portage Avenue. FISCAL/RESOURCE IMPACT This action to approve these legislative documents previously reviewed on second reading has no fiscal impact. ENVIRONMENTAL REVIEW The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City, acting as the lead agency, circulated a Draft Environmental Impact Report (EIR) for the 200 Portage Avenue Townhome project on September 16, 2022. The 45 -day comment period was extended to 60 -days in response to public comment and ended on November 15, 2022. The Development Agreement and associated actions is analyzed as Alternative 3 in the EIR. The City released a Revised Final EIR on June 2, 2023. The Council in its approval of the proposed Development Agreement on September 12, 2023 adopted Resolution 10123 certifying the EIR, making findings of overriding Item 8: Staff Report Pg. 2 , Packet Pg. 445 of 638 Item 8 Item 8 Staff Report consideration for the proposed project, and adopting the Mitigation Monitoring and Reporting Program. ATTACHMENTS Attachment A: Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340-404 Portage Avenue from Multiple Family Residential (RM-30) to PC Planned Community Zone Attachment B: Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 200-404 Portage Avenue/3040- 3200 Park Boulevard from Multiple Family Residential (RM-30) to PC Planned Community Zone Attachment C: Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201-3225 Ash Street from Multiple Family Residential (RM-30) to PC Planned Community Zone Attachment D: Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential (RM-30) to PC Planned Community Zone Attachment E: Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential (RM-30) to PC Planned Community Zone Attachment F: Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 - acre Property Located at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 8: Staff Report Pg. 3 Packet Pg. 446 of 638 CANNERY *NOT YET APPROVED* Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Section the Palo Alto Municipal Code (The Zoning Map) to Change the Cla Property Located at 340-404 Portage Avenue from Multiple Famil (RM-30) to PC Planned Community Zone (PC- ) for the Partin and Historic Restoration/Rehabilitation of the Cannery Building for Development Use The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC ,ZIanned Community Zone, (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. include information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits applicable solely and exclusively for 340-404 Portage Avenue (the "Subject Property") as depicted and legally described on Exhibit A. 0]60112 20230920_ay16 1 Item 8: Staff Report Pg. 4 Packet Pg. 447 of 638 CANNERY *NOT YET APPROVED* (g) After study sessions on October 12, 2022 and October 26, 2 Transportation Commission ("PTC"), at its meeting of November 30, 2022, a Owner's request for initiation of the Planned Community Zone process for Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission (' 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on Februar 2023. Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC ‘ZIanned Community Zone, and the t of 19, e 6, (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0]60112 20230920_ay16 2 Item 8: Staff Report Pg. 5 Packet Pg. 448 of 638 CANNERY *NOT YET APPROVED* SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map by changing the zoning of Subject Property from Multiple Family Reside Planned Community Zone ". SECTION 3. Project Description. Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC ,eIanned Community Zon5.r ded "PC The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Construction of a one -level parking garage; (b) Demolition of approximately 84,000 square feet of the existing cannery building restoration, rehabilitation and maintenance of the remaining cannery building in accordance with the Development Agreement and Architectural Review. (c) Construction of an approximately 2,600 square foot retail/interpretive display space within the remaining cannery building and an adjacent outdoor seating area ("Retail Area") in accordance with the Development Agreement and Architectural Review. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(c): (1) Research and Development as defined in Palo Alto Municipal Code section 18.04.030(a)(123) as of the Effective Date of this Ordinance and set forth in full below: "Research and development" means a use engaged in the study, testing, engineering, product design, analysis and development of devices, products, processes, or services related to current or new technologies. Research and development may include limited manufacturing, fabricating, processing, assembling or storage of prototypes, devices, compounds, products or materials, or similar related activities, where such activities are incidental to research, development or evaluation. Examples of "research and development" uses include, but are not limited to, computer software and hardware firms, computer peripherals and related products, electronic research firms, biotechnical and biomedical firms, instrument analysis, genomics, robotics and pharmaceutical research laboratories, and related educational development. Research and development may include the storage or use of hazardous materials in excess of the exempt quantities listed in Title 15 of the Municipal Code, or etiological (biological) agents up to and including Risk Group 3 or Bio Safety Level 3 classifications as defined by the National Institute of Health (NIH) 0]60112 20230920_ay16 3 , Item 8: Staff Report Pg. 6 , Packet Pg. 449 of 638 CANNERY *NOT YET APPROVED* or the Center for Disease Control (CDC). Higher classificatior (biological) agents are not allowed without express permissi Manager, Fire Chief, and Police Chief. Related administrative uses such as finance, legal, human re management, marketing, sales, accounting, purchasing, or c provisions of services to others on or off -site; and related ec 3y also be included provided they remain primarily supportive p y s of "research and development" and are part of the same research and development firm. :al Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC fanned CommunityZone9 o the rlmar use (2) Retail service or Retail -like uses, except Hotels, Theaters, Commercial nurseries, Auto dealerships, and liquor stores. (3) Multiple -family residential. (4) Public facilities, including display of interpretive materials regarding the history of the historic cannery building and use. (b) The following land uses shall be conditionally permitted, subject to the limitations stated in Section 4(c): (1) Retail service or Retail -like uses excluded in Section 4(a)(2). (c) Special limitations on land uses include the following: (1) A maximum of 140,174 square feet may be devoted to Research and Development (excluding an approximately 10,000 square foot exterior, covered area on the southwest corner of the building ("Covered Area"), which is currently used as an entry and outdoor seating area, parking, and screened storage, as depicted in Exhibit B. The Covered Area may remain in such use by the existing tenant as of the date of this Ordinance. Following termination of tenancy by the existing tenant, the Covered Area shall be converted such that it no longer meets the City's then -existing definition of "Floor Area."). (2) The Retail Area may be occupied by Retail or Retail -like uses per Section 4 (a) and (b), above, or Public Facility uses only and shall be subject to a recordable covenant governing public access to the historic interpretive materials provided onsite pursuant to the terms of the Development Agreement. // // 0]60112 20230920_ay16 4 Item 8: Staff Report Pg. 7 , Packet Pg. 450 of 638 CANNERY *NOT YET APPROVED* Plans. SECTION 5. Site Development Regulations and Development (a) Development Standards: Development standards for the Subject Property shall be those as s (b) Historic Maintenance Covenant: Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC ,elanned Community Zone ject As provided in the Development Agreement, the Owner shall record a historic maintenance covenant, in a form acceptable to the City Attorney, to ensure maintenance of the Remaining Cannery in accordance with the Project Plans. (c) Parking and Loading Requirements: The Owner shall provide parking and loading as set forth in the Project Plans. The parking requirements are adopted in consideration of a Transportation Demand Management (TDM) Plan, which is attached hereto and incorporated herein by reference. (d) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) — (c) above shall require an amendment to this Planned Community zone, except as provided in the recorded Historic Maintenance Covenant and/or Project Plans. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (e) Develo ament Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits. (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for 0]60112 20230920_ay16 5 Item 8: Staff Report Pg. 8 Packet Pg. 451 of 638 CANNERY *NOT YET APPROVED* compliance with the PC district regulations and the conditions of the ordin the district was created, as applicable only to the Subject Property. The apt adequate funding to reimburse the City for these costs. If conditions or ber deficient by staff, the applicant shall correct such conditions in not more tl notice by the City. If correction is not made within the prescribed timefran- Planning and Community Environment will schedule review of the project I and Transportation Commission and Council to determine appropriate rear actions. SECTION 7. Environmental Review Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC klanned Community Zone, le Ig ler An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. SECTION 8. Effective Date This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0]60112 20230920_ay16 6 Item 8: Staff Report Pg. 9 Packet Pg. 452 of 638 CANNERY *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Exhibit B: Covered Area Item 8 Attachment A - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340- 404 Portage Avenue from Multiple Family Residential (RM-30) to PC ,ZIanned Community Zone, 0]60112 20230920_ay16 7 Item 8: Staff Report Pg. 10 , Packet Pg. 453 of 638 TOWNHOMES *NOT YET APPROVED* Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Section the Palo Alto Municipal Code (The Zoning Map) to Change the Clay Property Located at 200-404 Portage/3040-3200 Park Boulevard fi Family Residential (RM-30) to PC Planned Community Zone (PC - Partial Demolition of the Cannery Building and Construction of I\ Residential Units. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. Item 8 Attachment B - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code The Zoning Map to Change the Classification of Property Located at 200- 404 Portage Avenue 3040-3200 Park Boulevard from Multiple Family Residential RM-30 to PC Planned Community Zone (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. include information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and are incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and 0160113 20230920 ay16 1 Item 8: Staff Report Pg. 11 Packet Pg. 454 of 638 TOWNHOMES *NOT YET APPROVED* required public benefits applicable solely and exclusively for 200-404 Por Boulevard (the "Subject Property") as depicted and legally described on Exl (g) After study sessions on October 12, 2022 and October 26, 2( Transportation Commission ("PTC"), at its meeting of November 30, 2022, a Owner's request for initiation of the Planned Community Zone process for Planned Community Zone District No. PC - Item 8 Attachment B - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code The Zoning Map to Change the Classification of Property Located at 200- 404 Portage Avenue 3040-3200 Park Boulevard from Multiple Family Residential RM-30 to PC Planned Community (h) The Project was considered by the Public Art Commission ('' 19, zone 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February /, zuzi ana June 6, 2023. 'ark and the t of (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the 0160113 20230920 ay16 2 Item 8: Staff Report Pg. 12 Packet Pg. 455 of 638 TOWNHOMES *NOT YET APPROVED* Subject Property) as set forth in Record of Land Use Action No. , and existing and potential uses on adjoining sites or within the general vicinity. SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map by changing the zoning of Subject Property from Multiple Family Reside Planned Community Zone SECTION 3. Project Description. Item 8 Attachment B - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code The Zoning Map to Change the Classification of Property Located at 200- 404 Portage Avenue 3040-3200 Park Boulevard from Multiple Family Residential RM-30 to PC Planned Community Zone vith ded "PC The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Demolition of a portion of the existing cannery building, as described in more detail in the Development Agreement, to facilitate the construction of 74 market -rate townhome units. SECTION 4. Land Uses (a) The following land uses shall be permitted: (1) Multiple family residential. (2) Accessory Facilities and uses customarily incidental to permitted uses (3) Home Occupations, when accessory to permitted residential uses. (4) Horticulture, Gardening, and Growing of food products for consumption by occupants of a site SECTION 5. Site Development Regulations and Development Schedule (a) Develo 3ment Standards: Development standards for the Subject Property shall be those conforming to the Townhome Buildings set forth in the Project Plans. (b) Parking and Loading Requirements: The Owner shall provide parking and loading as set forth in the Project Plans. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: 0160113 20230920 ay16 3 Item 8: Staff Report Pg. 13 Packet Pg. 456 of 638 TOWNHOMES *NOT YET APPROVED* Once the project has been constructed consistent with the approvE any modifications to the exterior design of the Development Plan or any I specifically permitted by the Development Plan or the site development re Section 5 (a) — (b) above shall require an amendment to this Planned Comr not specifically permitted by this ordinance shall require an amendment to (d) Development Schedule: The project is required to include a Development Schedule pursuant Item 8 Attachment B - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code The Zoning Map to Change the Classification of Property Located at 200- 404 Portage Avenue 3040-3200 Park Boulevard from Multiple Family Residential RM-30 to PC Planned Community Zone The approved Development Schedule is set forth in the Development Agreement. _ SECTION 6. Public Benefits. (a) Public Benefits Ian, not d in use LOO. Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. // // // 0160113 20230920 ay16 4 Item 8: Staff Report Pg. 14 Packet Pg. 457 of 638 TOWNHOMES *NOT YET APPROVED* SECTION 8. Effective Date This ordinance shall be effective on the thirty-first day after the (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Item 8 Attachment B - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code The Zoning Map to Change the Classification of Property Located at 200- 404 Portage Avenue 3040-3200 Park Boulevard from Multiple Family Residential RM-30 to PC Planned Community Zone Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services Lion 0160113 20230920 ay16 5 Item 8: Staff Report Pg. 15 Packet Pg. 458 of 638 TOWNHOMES *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Item 8 Attachment B - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code The Zoning Map to Change the Classification of Property Located at 200- 404 Portage Avenue 3040-3200 Park Boulevard from Multiple Family Residential RM-30 to PC Planned Community Zone 0160113 20230920 ay16 6 Item 8: Staff Report Pg. 16 Packet Pg. 459 of 638 ASH BUILDING *NOT YET APPROVED* Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Section the Palo Alto Municipal Code (The Zoning Map) to Change the Clay Property Located at 3201-3225 Ash Street from Multiple Family Re! 30) to PC Planned Community Zone (PC- ) for the Mainter Existing Office Building in Association with a Development Agr The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. Item 8 Attachment C - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential RM-30 to PC tlanned Community Zone, (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. includes information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and are incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits applicable solely and exclusively for 3201-3225 Ash Street (the "Subject Property") as depicted and legally described on Exhibit A. 0160114 20230920 ay16 1 Item 8: Staff Report Pg. 17 Packet Pg. 460 of 638 ASH BUILDING *NOT YET APPROVED* (g) After study sessions on October 12, 2022 and October 26, 21 Transportation Commission ("PTC"), at its meeting of November 30, 2022, a Owner's request for initiation of the Planned Community Zone process for Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ('' 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on Februar 2023. Item 8 Attachment C - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential RM-30 to PC tlanned Community Zone, and the t of 19, e 6, (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0160114 20230920 ay16 2 Item 8: Staff Report Pg. 18 Packet Pg. 461 of 638 ASH BUILDING *NOT YET APPROVED* SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map by changing the zoning of Subject Property from Multiple Family Reside Planned Community Zone ". SECTION 3. Project Description. Item 8 Attachment C - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential RM-30 to PC ,elanned Community Zone9 ded "PC The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Retention of the existing building at 3201-3225 Ash Street. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(c): (1) Those uses permitted in the Research, Office and Limited Manufacturing (ROLM) District on the effective date of this ordinance, except manufacturing uses, subject to the regulations contained in Title 18 of the Palo Alto Municipal Code. (2) Multiple -family residential. (b) The following land uses shall be conditionally permitted: (1) Those uses conditionally permitted in ROLM District on the effective date of this ordinance. (c) Special limitations on land uses include the following: (1) A maximum of 4,707 square feet of the existing building may be devoted to uses permitted or conditionally permitted in the ROLM District, expressly including general office uses. SECTION 5. Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the 4,707 square foot building 3201-3225 Ash Street existing as of the effective date of this ordinance, except that the development standards for a multiple -family residential use shall be those applicable to the RM-30 zone district. 0160114 20230920 ay16 3 Item 8: Staff Report Pg. 19 Packet Pg. 462 of 638 ASH BUILDING *NOT YET APPROVED* (b) Parking and Loading Requirements: The Owner shall provide parking and loading as required by the Proj requirements are adopted in consideration of a Transportation Demand Plan, which is incorporated herein by reference and a recorded off -site par required with the City as a third -party beneficiary. (c) Modifications to the Development Plan, Land Uses and Site Regulations: Item 8 Attachment C - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential RM-30 to PC 1planned Community Zone � V V1V1J111�11L sing )M) I be The Development Plan does not contemplate any new construction on the Subject Property except as provided the Project Plans. Any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) — (b) above shall require an amendment to this Planned Community zone. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (d) Development Schedule: The Project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits and Monitoring (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. // // 0160114 20230920 ay16 4 Item 8: Staff Report Pg. 20 Packet Pg. 463 of 638 ASH BUILDING SECTION 7. *NOT YET APPROVED* Environmental Review An EIR for the Project was prepared in accordance with the Cali Quality Act. The City Council adopted Resolution No. certifying the ad SECTION 8. Effective Date This ordinance shall be effective on the thirty-first day after the (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Item 8 Attachment C - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential RM-30 to PC tanned Community Zone, Mayor APPROVED: City Manager Director of Planning and Development Services nta I ion 0160114 20230920 ay16 5 Item 8: Staff Report Pg. 21 Packet Pg. 464 of 638 ASH BUILDING *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Item 8 Attachment C - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential RM-30 to PC ,elanned Community Zone, 0160114 20230920 ay16 6 Item 8: Staff Report Pg. 22 Packet Pg. 465 of 638 Item 8 PARK BUILDING *NOT YET APPROVED* Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Section the Palo Alto Municipal Code (The Zoning Map) to Change the Clay Property Located at 3250 Park Boulevard from Multiple Family Res 30) to PC Planned Community Zone (PC- ) for the Mainter Existing Commercial Building in Association with a Development 4 The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. Attachment D - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential RM-30 to PC tlanned Community Zone, (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. includes information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits applicable solely and exclusively for 3250 Park Boulevard (the "Subject Property") as depicted and legally described on Exhibit A. 0160115 20230920 ay16 1 Item 8: Staff Report Pg. 23 Packet Pg. 466 of 638 Item 8 PARK BUILDING *NOT YET APPROVED* (g) After study sessions on October 12, 2022 and October 26, 21 Transportation Commission ("PTC"), at its meeting of November 30, 2022, a Owner's request for initiation of the Planned Community Zone process for Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ('' 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on Februar 2023. Attachment D - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential RM-30 to PC tlanned Community Zone, and the t of 19, e 6, (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0160115 20230920 ay16 2 Item 8: Staff Report Pg. 24 Packet Pg. 467 of 638 PARK BUILDING *NOT YET APPROVED* SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map by changing the zoning of Subject Property from Multiple Family Reside Planned Community Zone ". SECTION 3. Project Description. Item 8 Attachment D - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential RM-30 to PC tlanned Community Zone9 ded "PC The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Conversion of approximately 11,762 square feet of an existing building at 3250 Park Boulevard to Research and Development uses. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(b): (1) Automotive Services. (2) Research and Development. (3) Multiple -Family Residential. (4) Accessory facilities and activities customarily associated with or essential to permitted uses, and operated incidental to the principal use. (b) Special limitations on land uses include the following: (1) A maximum of 11,762 square feet within the existing building may be devoted to uses Automotive Services or Research and Development uses, including any accessory uses. SECTION 5. Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the 11,762 square foot building at 3250 Park Boulevard existing as of the effective date of this ordinance. (b) Parking and Loading Requirements: The Owner shall provide off-street parking and loading as set forth in the Project Plans. The parking requirements are adopted in consideration of a Transportation Demand Management (TDM) Plan, which is attached hereto and incorporated herein by reference. 0160115 20230920 ay16 3 Item 8: Staff Report Pg. 25 Packet Pg. 468 of 638 PARK BUILDING *NOT YET APPROVED* (c) Modifications to the Development Plan, Land Uses and Site Regulations: Item 8 Attachment D - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of The Development Plan does not contemplate any new construl Property Located at 3250 )ect Property. Any modifications to the exterior design of the Developme Park Boulevard from iew construction not specifically permitted by the Development Plan or ti Multiple Family ent regulations contained in Section 5 (a) — (b) above shall require an amend Residential RM-3o to PC ned kp fanned Community Zon Community zone. Any use not specifically permitted by this ordinance srrdll require an amendment to the PC ordinance. (d) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits. (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. // // 0160115 20230920 ay16 4 Item 8: Staff Report Pg. 26 Packet Pg. 469 of 638 PARK BUILDING *NOT YET APPROVED* SECTION 8. Effective Date This ordinance shall be effective on the thirty-first day after the (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Item 8 Attachment D - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential RM-30 to PC tlanned Community Zone Lion Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0160115 20230920 ay16 5 Item 8: Staff Report Pg. 27 Packet Pg. 470 of 638 PARK BUILDING *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Item 8 Attachment D - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential RM-30 to PC tlanned Community Zone, 0160115 20230920 ay16 6 Item 8: Staff Report Pg. 28 Packet Pg. 471 of 638 BMR/PARK DEDICATION *NOT YET Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Section the Palo Alto Municipal Code (The Zoning Map) to Change the Cla Property Located at 278 Lambert from Multiple Family Residential Planned Community Zone (PC- ) for the Provision of a Construction of Affordable Housing in Association with a Deve Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. Item 8 Attachment E - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential RM-30 to PC ,ZIanned Community Zone, (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. includes information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and are incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and 0]60116 20230920_ay16 1 Item 8: Staff Report Pg. 29 Packet Pg. 472 of 638 BMR/PARK DEDICATION *NOT YET required public benefits applicable solely and exclusively for 278 La Property"), depicted and legally described on Exhibit A. (g) After study sessions on October 12, 2022 and October 26, 2 Transportation Commission ("PTC"), at its meeting of November 30, 2022, a Owner's request for initiation of the Planned Community Zone process for Planned Community Zone District No. PC - Item 8 Attachment E - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential RM-30 to PC ,ZIanned Community Zone9 ject and the t of (h) The Project was considered by the Public Art Commission ("PAC") on January 19, 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February 7, 2023 and June 6, 2023. (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth the Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0]60116 20230920_ay16 2 Item 8: Staff Report Pg. 30 Packet Pg. 473 of 638 BMR/PARK DEDICATION *NOT YET SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map by changing the zoning of Subject Property from Multiple Family Reside Planned Community Zone ". SECTION 3. Project Description. Item 8 Attachment E - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential RM-30 to PC ,elanned Community Zone9 ded "PC The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Dedication of approximately 3.25 acres of land to the City for use as public park and for the development of affordable housing. SECTION 4. Land Uses (a) The following land uses shall be permitted (1) Public Facilities (2) Multiple -Family Residential SECTION 5. Site Development Regulations and Development Schedule (a) Develo oment Standards: Approximately one acre of the Subject Property shall be utilized as the site for an affordable housing project; approximately 2.25 acres of the Subject Property shall be utilized as the site for a public park. The development standards for these uses shall be in conformance with such plans that are approved by the City Council for the Subject Property. (b) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan shall require an amendment to this Planned Community zone in accordance with Palo Alto Municipal Code Chapter 18.38. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (c) Development Schedule: The development schedule for the Subject Property shall be in accordance with future approvals for specific development plans. 0]60116 20230920_ay16 3 Item 8: Staff Report Pg. 31 Packet Pg. 474 of 638 BMR/PARK DEDICATION *NOT YET SECTION 6. Public Benefits. (a) Public Benefits Development of the Project Site under the provisions of the Develo and PC Planned Community District will result in public benefits not othery application of the regulations of general districts or combining districts. Th provided by the Project as a whole and set forth in the Development Agreed (b) Monitoring of Conditions and Public Benefits: Item 8 Attachment E - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential RM-30 to PC Ire itilanned CommunityZon5e, ICI IL. t Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. // // // // // // // // // 0]60116 20230920_ay16 4 Item 8: Staff Report Pg. 32 Packet Pg. 475 of 638 BMR/PARK DEDICATION SECTION 8. Effective Date *NOT YET This ordinance shall be effective on the thirty-first day after the (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Item 8 Attachment E - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential RM-30 to PC ,elanned Community Zone9 Mayor APPROVED: City Manager Director of Planning and Development Services tion 0]60116 20230920_ay16 5 Item 8: Staff Report Pg. 33 Packet Pg. 476 of 638 BMR/PARK DEDICATION *NOT YET Exhibit A: Subject Property Plat and Legal Description Item 8 Attachment E - Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 278 Lambert Avenue from Multiple Family Residential RM-30 to PC ,elanned Community ZonP5, 0]60116 20230920_ay16 6 Item 8: Staff Report Pg. 34 Packet Pg. 477 of 638 Not yet adopted Ordinance No. Ordinance of the Council of the City of Palo Alto Approvir Development Agreement with SI 45, LLC, for the 14.65 -acre Pr 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3; Street, and 278 Lambert Avenue The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Determinations Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development, the Legislature of the State of California enacted Sections 65864 et seq. of the Government Code, which authorizes the City and any person holding a legal or equitable interest in the subject real property to enter into a development agreement, establishing certain development rights in the property, which is the subject of the development project application. B. SI 45, LLC ("Applicant" or "Owner") has a legal interest in certain real property located in the City consisting of approximately 14.65 acres and commonly known as 200-404 Portage Avenue, 3201-3225 Ash Street, 3040-3250 Park Boulevard and 278 Lambert Street in Palo Alto, California (collectively, the "Property"). C. At the conclusion of a City Council ad hoc committee process, Owner applied in the Fall of 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for Property. D. The Project proposes to redevelop the Property by: (i) Removing approximately 84,000 sf of the cannery building located at 200-404 Portage Avenue to accommodate development of 74 townhomes. (ii) Restoring and rehabilitating the remaining portion of the cannery, retaining the same area of existing R&D uses in the cannery, and including the Retail/Display and Outdoor Seating Area; (iii) Constructing a two -level parking garage to facilitate dedication of an approximately 3.25 -acre parcel to the City; (iv) Merging and resubdividing the Property into five parcels to facilitate the Project and dedication of the approximately 3.25 -acre parcel; (v) Retaining the existing office uses of the existing 3201-3225 Ash Street building; (vi) Retaining and converting the existing 3250 Park Boulevard building from the current automotive uses to R&D use; and (vii) Developing 74 Townhomes. 0160111_20230920_ay16 1 Item 8: Staff Report Pg. 35 Packet Pg. 478 of 638 Not yet adopted E. The purpose of Government Code Sections 65864 to 6586 municipalities, in their discretion, to establish certain development rights period of years regardless of intervening changes in land use regulatio Government Code Section 65865(c), the City has adopted Resolution N procedures and requirements for consideration of development agreeme Development Agreement has been processed, considered, and executed in procedures and requirements. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue rize Dr a by ling This uch F. Notice of intention to consider this Development Agreement has been given pursuant to Government Code section 65867. G. The City's Planning and Transportation Commission and City Council have given notice of intention to consider this Development Agreement, have conducted public hearings thereon pursuant to Government Code section 65867 and City's Resolution No. 7104, and the City Council has found that the provisions of this Development Agreement are consistent with City's Comprehensive Plan, as amended. H. The City has prepared an EIR for the Project and, through Resolution No. certified the EIR, adopted a mitigation monitoring and reporting program, and made a statement of overriding considerations prior to the execution of this Agreement. SECTION 2. The City Council hereby approves the Development Agreement between the City of Palo Alto and SI 45, LLC, a copy of which is attached hereto in substantially final form as Exhibit "A," and authorizes the Mayor to execute the Agreement on behalf of the City. SECTION 3. The City Clerk is directed to cause a copy of the development agreement to be recorded with the County Recorder not later than ten (10) days after it becomes effective. SECTION 4. The City Council adopts this ordinance in accordance with the California Environmental Quality Act ("CEQA") findings adopted by Resolution No // // // // // // // 0160111_20230920_ay16 2 Item 8: Staff Report Pg. 36 Packet Pg. 479 of 638 Not yet adopted SECTION 5. This ordinance shall be effective upon the thirty -fir adoption. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: NOT PARTICIPATING: ABSENT: ATTEST: APPROVED: Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue City Clerk Mayor Assistant City Attorney City Manager Director of Planning and Development Services r its 0160111_20230920_ay16 3 Item 8: Staff Report Pg. 37 Packet Pg. 480 of 638 EXHIBIT A HK 8 18 23 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 City of Palo Alto 250 Hamilton Avenue P.O. Box 10250 Palo Alto, Ca 94303 Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue J SPACE ABOVE THIS LINE FOR RECORDER'S USE DEVELOPMENT AGREEMENT By and Between CITY OF PALO ALTO, A Chartered City and SI 45, LLC, A Delaware Limited Liability Company 3200 Portage Avenue Effective Date: Item 8: Staff Report Pg. 38 Packet Pg. 481 of 638 Table of Contents ARTICLE I - DEFINITIONS 1.1 Defmitions Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue age . .3 ...3 ARTICLE II - PROPERTY SUBJECT TO THE DEVELOPMENT AGREEMENT: BINDING EFFECT; NEGATION OF AGENCY 8 2.1 Property Subject to the Development Agreement 8 2.2 Binding Effect 8 2.3 Negation of Agency 8 ARTICLE III — TERM; FORCE MAJEURE; CANCELLATION 8 3.1 Basic Term 8 3.2 Force Majeure 8 3.3 Extension of Tenn Due to Moratoria 8 3.4 Cancellation by Mutual Consent 9 ARTICLE IV — DEVELOPMENT OF THE PROPERTY 9 4.1 Vested Development Rights 9 4.2 Subsequent Approvals 9 4.3 Sequence of Development 10 4.4 Permitted Uses 11 ARTICLE V — OWNER PROMISES 11 5.1 Construction of the Parking Garage and R&D Relocation 11 5.2 Demolition of Portion of Cannery and Completion of Retail/Display and Outdoor Seating Area 11 5.3 Recordation of Final Map and Dedication of BMR/Parkland Dedication Parcel 13 5.4 Environmental Conditions 14 5.5 Switch Building 14 5.6 Development of Townhomes and Park Building 14 5.7 Transportation Demand Management Program 15 5.8 Payment of Fees 15 ARTICLE VI — CITY PROMISES 16 6.1 Processing of Subsequent Approvals 16 6.2 Acceptance of BMR/Parkland Dedication Parcel 16 ARTICLE VII - EXCEPTIONS AND EXCLUSIONS 17 7.1 Subsequent Applicable Rules 17 7.2 Supervening Rules of Other Governmental Agencies 17 7.3 Building Codes 18 7.4 Utility Services 18 7.5 No General Limitation of Future Exercise of Power 18 7.6 Altemative Approvals 18 -1- Item 8: Staff Report Pg. 39 Packet Pg. 482 of 638 Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue ARTICLE VIII - ANNUAL REVIEW ..18 8.1 Annual Review ..18 ARTICLE IX - DEFAULT, REMEDIES, TERMINATION ..19 9.1 Remedies for Breach ..19 9.2 Notice of Breach ..19 9.3 Applicable Law 20 ARTICLE X - AMENDMENTS 20 10.1 Modification Because of Conflict with State or Federal Laws 20 10.2 Amendment by Mutual Consent 20 10.3 City Costs for Review 20 10.4 Minor Amendments 20 10.5 Amendment of Approvals 21 ARTICLE XI — COOPERATION AND IMPLEMENTATION 22 11.1 Cooperation 22 11.2 City Processing 22 11.3 Other Governmental Permits 22 ARTICLE XII - TRANSFERS AND ASSIGNMENTS 22 12.1 Transfers and Assignments 22 12.2 Covenants Run with the Land 23 ARTICLE XIII - MORTGAGE PROTECTION: CERTAIN RIGHTS OF CURE 23 13.1 Mortgage Protection 23 13.2 Mortgagee Not Obligated 23 13.3 Notice of Default to Mortgagee 24 ARTICLE XIV — GENERAL PROVISIONS 24 14.1 Project is a Private Undertaking 24 14.2 Notices, Demands, and Communications between the Parties 24 14.3 Severability 25 14.4 Section Headings 25 14.5 Entire Agreement 25 14.6 Estoppel Certificate 25 14.7 Statement of Intention 25 14.8 Indemnification and Hold Harmless 26 14.9 Recordation 26 14.10 No Waiver of Police Powers or Rights 26 14.11 City Representations and Warranties 26 14.12 Owner Representations and Warranties 27 14.13 Counterparts 27 14.14 Waivers 27 14.15 Time is of the Essence 28 14.16 Venue 28 14.17 Surviving Provisions 28 Item 8: Staff Report Pg. 40 Packet Pg. 483 of 638 14.18 Constriction of Agreement EXHIBIT A — EXHIBIT B - EXHIBIT C - EXHIBIT D — Legal Description Plat Schedule and Parties' Remedies for Default or Breach [Form of] Assignment and Assumption Agreement Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue 28 -111- Item 8: Staff Report Pg. 41 Packet Pg. 484 of 638 HK 8 18 23 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY AND SI 45, LLC THIS DEVELOPMENT AGREEMENT (hereinafter "Agreement [date], by and between the CITY OF PALO ALTO, a chartered city of tl ("City"), and SI 45, LLC, a Delaware limited liability company ("Owner") each a "Party" and collectively, the "Parties." RECITALS Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue s of rnia are THIS DEVELOPMENT AGREEMENT is entered into on the basis of the following facts, understandings and intentions of the parties: A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development, the Legislature of the State of California enacted Sections 65864 et seq. of the Government Code, which authorizes the City and any person holding a legal or equitable interest in the subject real property to enter into a development agreement, establishing certain development rights in the property, which is the subject of the development project application. B. Pursuant to Government Code Section 65865, the City has adopted Resolution No. 7104, establishing procedures and requirements for consideration of development agreements in Palo Alto. This Development Agreement has been processed, considered, and executed in accordance with such procedures and requirements. C. Owner has a legal interest in certain real property located in the City consisting of approximately 14.65 acres and commonly known as 200-404 Portage Avenue, 3201-3225 Ash Street, 3040-3250 Park Boulevard and 278 Lambert Street in Palo Alto, California (collectively, the "Property"), which Property is described in the attached Exhibit A, and shown on the map attached as Exhibit B. D. City and Owner through a City Council -appointed ad hoc subcommittee conducted good faith and collaborative negotiations regarding the current and future uses of the Property, including a dispute regarding legal non -conforming uses of the property ("LNCU Dispute") and Owner's pending application for a 91 -unit residential project, including 15% moderate for sale affordable units, on a portion of the Property pursuant to certain state housing laws, including SB 330 ("SB 330 Residential Project"). As a means of resolving the LNCU Dispute and as a more holistic alternative to the SB 330 Residential Project, City and Owner entered into a Tolling and Process Agreement ("TPA Agreement"), dated July 31, 2022, for consideration of this Agreement and related Approvals by City officials. The recitals of the TPA Agreement contain a more full contextual chronology. E. City desires to grant Owner vested development rights to construct and operate the Project in a manner consistent with this Agreement. In exchange for these development rights, Owner agrees the LNCU Dispute is resolved, to proceed with the Project in lieu of the SB 330 Residential Project and to provide certain public benefits, including, but not limited to, (i) transfer of approximately 3.25 acres of land to the City for affordable housing and park uses, (ii) construct a one level over grade structured parking garage to allow relocation of the existing surface parking Item 8: Staff Report Pg. 42 Packet Pg. 485 of 638 on the dedication property, (iii) renovate/rehabilitate the remaining portion building, including an approximately 2,600 square foot retail space to facilita of the interior historic elements of the cannery building and an adjacent outdc area, (iv) implement a Transportation Demand Management ("TDM") pro R&D and office uses to reduce single occupant trips by 15%, (v) payment o City to support affordable housing and open space at the City's discretion, a other applicable fees per the City's municipal code as specified herein. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 304O-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue eery Lion Ling ting the f all F. Concurrently with approval of this Development Agreement, the City has taken several actions to review and plan for the future development of the Project, including all required noticing and review and recommendation by the Architectural Review Board, Historic Review Board and Transportation and Planning Commission, and duly noticed public hearings by the City Council. These actions include the following, collectively the "Existing Approvals": a. Environmental Impact Report: The environmental impacts of the Project, including associated Approvals, have properly been reviewed and evaluated by the City pursuant to the California Environmental Quality Act, Public Resources Code Sections 21000 et seq. ("CEQA"). Pursuant to CEQA, the City Council certified the Environmental Impact Report ("EIR") for housing development at 200 Portage, which includes analysis of the Project as a project alternative, and adopted a Statement of Overriding Considerations by Resolution No. XXXX, adopted on [date]. As required by CEQA, the City adopted written findings and a mitigation monitoring and reporting program ("MMRP"). b. Comprehensive Plan Amendment: Resolution No. )000( on [date], making a text amendment to the "Mixed Use" designation and amending the land use designations for the Property to "Mixed Use," in a manner consistent with the Project ("Comp Plan Amendment") c. Rezoning Ordinances: Ordinance Nos. XXXX [Cannery Parcel], XXXX [Park Building Parcel], XXXX [Townhome Parcel], XXXX [Ash Building Parcel], and XXXX [Dedication Parcel] on [date], rezoning the future parcels on the Property to individual Planned Community zones in a manner consistent with the Project ("Rezoning Ordinances"). d. Architectural Review/Development Plan: Ordinance Nos. XXXX [Cannery Parcel] and XXXX [Townhome Parcel] and Record of Land Use Action No XXXX on [date] approving of the Parking Garage and Historic Restoration and Rehabilitation of the Remaining Cannery ("Cannery Architectural Review Approval") and Townhomes ("Townhomes Architectural Review Approval"). e. Tentative Map: Record of Land Use Action No. XXXX on [date] to merge and resubdivide the Property into five parcels for the Remaining Cannery, the Townhomes, including a 74 -unit condominium subdivision, the Ash Building, the Park Building, and the BMR/Parkland Dedication Parcel ("Tentative Map"). Item 8: Staff Report Pg. 43 Packet Pg. 486 of 638 f. TDM Program: Record of Land Use Action No. X on [ of a TDM Program for the Project, consistent with Sectio ("TDM Plan"). Item 8 Attachment F - Ordinance ing a Development Agreement with SI 45, LLC, for the 14.65 -acre )val Property Located at 200- lent 404 Portage Avenue, 3040-3250 Park g. The City is desirous of encouraging the creation of quality h Boulevard, 3201-3225 mic levels, thereby advancing the interests of its citizens, taken Ash Street and 278 vity has determined that the Project, with the associated approv LembertAvenue 1 the plans and policies set forth in the City's Comprehensive Plan and zoning regulations, as amended. h. A primary purpose of this Development Agreement is to assure that the Project can proceed without disruption caused by a change in the City's planning policies and requirements following the Approvals and to ensure that the community benefits Owner committing to provide in connection with development of the Project are timely delivered. Owner also desires the flexibility to develop the Project in response to the market, which remains uncertain due to the COVID-19 pandemic, and to ensure that the Approvals remain valid over the projected development period. i. These Recitals use certain terms with initial capital letters that are defined in Section 1 of this Agreement. City and Owner intend to refer to those definitions when the capitalized terms are used in these Recitals. J - These recitals are intended in part to paraphrase and summarize this Agreement; however, the Agreement is expressed below with particularity and the Parties intend that their rights and obligations be determined by those provisions and not by the Recitals. k. Following duly noticed public hearings, this Development Agreement was reviewed by the Planning Commission and recommended for approval by City Council on July 26, 2023 and, thereafter, approved by the City Council of the City by Ordinance No. [ which was introduced on September 5, 2023, and finally adopted on [ -, and became effective thirty (30) days thereafter, and was duly executed by the parties as of [ - (the "Effective Date"). NOW. THEREFORE. the parties agree as follows: AGREEMENT ARTICLE I - DEFINITIONS 1.1 Definitions In this Agreement, unless the context otherwise requires: "Agreement" is defined in the Preamble. Item 8: Staff Report Pg. 44 Packet Pg. 487 of 638 "Annual Review" is defined in Section 8.1. "Applicable Rules" means the City ordinances, resolutions, rules, it policies in effect on the Effective Date, as amended by the Existing Approv "Approvals" means all Existing Approvals and Subsequent Approv defined herein. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue cial are "Architectural Review Approval" means the approval of an application for architectural review or approval of a development plan in connection with a Planned Community Zone application under the Applicable Rules. "Ash Building" means the existing 4,707 sf building located at 3201-3225 Ash Street. "BMR/Park Dedication Parcel" means the approximately 3.25 acres of land to be offered for dedication and dedicated to the City pursuant to applicable provisions of this Agreement, currently expected to be developed, at City's sole cost and discretion, as affordable housing (on an approximately one (1) acre portion thereof) and parkland (on an approximately 2.25 acre portion thereof) in the approximate location shown on the Tentative Map. "Cannery" means the existing historic cannery building at 200-380 Portage Avenue/3200 Park Boulevard. "Cannery Architectural Review Approval" is defined in Recital F. "CEQA" is defmed in Recital F. "City" means the City of Palo Alto, a chartered city of the State of California. "City Party" is defined in Section 14.8. "Claims" is defined in Section 14.8. "Commencement of Townhome Construction" means the issuance of building permits to construct the Townhomes. This does not include permits that are exclusively for site preparation. "Comp Plan Amendment" is defined in Recital F. "Compliance Notice" is defmed in Section 9.2(c) "Comprehensive Plan" means the 2030 Palo Alto Comprehensive Plan, adopted in November 2017 and in effect as of the Effective Date, as amended by the Existing Approvals. "Days" means calendar days. "Development Agreement" shall mean this Agreement. "Development Impact Fees" means all fees now or in the future collected by the City from applicants for new development (including all forms of approvals and permits necessary for -a- Item 8: Staff Report Pg. 45 Packet Pg. 4138 of 638 Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, development) for the funding of public services, infrastructure, improvemen LLC, for the 14.65 -acre not including taxes or assessments, regulatory in -lieu fees such as the public art Property Located at 200- for processing applications or permits or for design review. The fees inclu 404 Portage Avenue, Lion include, but are not limited to those fees set forth in Chapters 16.58 and 1 I 3040-3250 Park ipal Code, fees for traffic improvements and mitigation, and fees for other ca Boulevard, 3201-3225 s or related purposes (but not including any school fees imposed by a school disti Ash Street, and 278 11ng herein shall preclude City from collecting fees lawfully imposed by aw`uambert Avenue nuking jurisdiction which City is required or authorized to collect pursuant to State law. "Discretionary Action" includes a "Discretionary Approval" and is an action or decision which requires the exercise of judgment, deliberation, and which contemplates the imposition of revisions or conditions, by City, including the City Council or any board, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires City, including the City Council or any board, commission or department and any officer or employee thereof, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or Conditions of Approval. "Effective Date" is defined in Recital K. "EIR" is defined in Recital F. "Existing Approvals" is defined in Recital F. "Expiration Date" means the 10th anniversary of the Effective Date, except as extended pursuant to Section 3.3. "Historic Covenant" is defined in Section 5.2. "Final Map" is defined in Section 5.3. "LNCU Dispute" is defined in Recital D. "MhIRP" is defined in Recital F. "Mortgage" means and refers, singly and collectively, to any mortgages, deeds of trust, security agreements, assignments and other like security instruments encumbering all or any portion of the Property or any of Owner's rights under this Agreement. "Mortgagee" means and refers to the holder of any Mortgage encumbering all or any portion of the Property or any of the Owner's rights under this Agreement, and any successor, assignee or transferee of any such Mortgage holder. "Notice of Breach" is defined in Section 9.2(a). "Operating Memorandum" is defined in Section 10.4(a). "Owner" means SI 45, LLC, a Delaware limited liability company. -5- Item 8: Staff Report Pg. 46 l Packet Pg. 489 of 638 "Park Building" means the existing approximately 11,762 sf buildin! Boulevard (and formerly referred to as the "Audi" Building). "Parking Garage" means the new structured (one level above grade) on the Cannery Architectural Review Approval that will allow relocation o surface parking for the Cannery as required by the Approvals. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue 'ark )\vn ting "Party" means a signatory to this Agreement, or a successor or assign of a signatory to this Agreement. "Permitted Delay" is defined in Section 3.2. "Planning Director" means the Director of the City's Department of Planning and Development Services. "Public Benefit Fee" means the monetary payment by Owner to the City for City's use towards parkland improvement and/or provision of affordable housing, in the City's sole discretion as set forth in Section 5.8(b). "Prevailing Wage Laws" is defined in Section 14.8. "Project" means proposed redevelopment of the Property in accordance with the Applicable Rules, Approvals, and this Agreement, which is generally described as follows: (i) Construction of the Parking Garage to facilitate dedication of the BMR/Parkland Dedication Parcel (including relocation of an existing above ground powerline); (ii) Restoration/rehabilitation of the Remaining Cannery, retaining the same area of existing R&D uses in the Cannery but relocated into the Remaining Cannery and including the Retail/Display and Outdoor Seating Area; (iii) Removal of approximately 84,000 sf of the Cannery to acconunodate development of the Townhomes; (iv) Merger and resubdivision of the Property into five parcels (Remaining Cannery (Lot 3), Townhomes (Lot 1) including subdivision for condominium purposes, Ash Building (Lot 4), Park Building (Lot 5) and BMR/Park Dedication Parcel (Lot 2) to facilitate the Project and dedication of the BMR/Park Dedication Parcel to the City for affordable housing and park purposes; (v) Retention of the existing office uses of the Ash Building; (vi) Retention and conversion of the existing Park Building from the current automotive uses to R&D use; and (vii) Development of the Townhomes. "Property" is defined in Recital C. -6- Item 8: Staff Report Pg. 47 Packet Pg. 490 of 638 "Retail/Display and Outdoor Seating Area" shall mean approxim ground floor retail in the Remaining Cannery with: (1) public view opport roof portion/intemal truss system of the Remaining Cannery, (2) an exhibit i about the Cannery, and (3) outdoor landscaped seating area, all as further d Architectural Review Approval and pursuant to Section 5.2. "Remaining Cannery" shall mean that portion of the Cann Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Lew itor ion ery tier approximately 84,000 square feet are demolished on the northeast end of the building, as shown on the Cannery Architectural Review Approval. "Research and Development" or "R&D" shall mean the land use defined in Palo Alto Municipal Code section 18.04.030(a)(123) as that section read on the Effective Date. "R&D Relocation" is defmed in Section 4.3(a) "Rezoning Ordinances" is defmed in Recital F. "SB 330 Residential Project" is defined in Recital D. "Subsequent Applicable Rules" means the ordinances, resolutions, rules, regulations and official policies of City, as they may be adopted and effective after the Effective Date that do not conflict with the Applicable Rules, or that are expressly made applicable to the Project by this Agreement. "Subsequent Approvals" is defmed in Section 4.2. "Switch Building" means those certain premises consisting of approximately 1,650 square feet of building space located at the end of the driveway adjacent to 270 Lambert Street, also known as 278 Lambert Street, currently leased to Comcast of California IX, Inc. "TDM" is defmed in Recital E. "TDM Plan" is defined in Recital F. "Tentative Map" is defined in Recital F. "Tenn" is defined in Section 3.1. "Townhomes" means the 74 -market rate, for -sale townhome-style 3- and 4 -bedroom residential units and related infrastructure, landscaping and circulation proposed as part of the Project as shown on the Townhomes Architectural Review Approval. "Townhomes Architectural Review Approval" is defined in Recital F. "TPA Agreement" is defined in Recital D. Item 8: Staff Report Pg. 48 Packet Pg. 491 of 638 ARTICLE II - PROPERTY SUBJECT TO 1'Hr; DEVELOPMENT BINDING EFFECT; NEGATION OF AGENCY 2.1 Property Subject to the Development Agreement. All of subject to this Development Agreement. Owner agrees that all persons holcc title in the Property shall be bound by this Development Agreement. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue 1 be �b1e 2.2 Binding Effect. Except as otherwise expressly provided herein, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, the Parties and their respective assigns, heirs, or successors in interest. 2.3 Negation of Agency. The Parties acknowledge that, in entering into and performing this Agreement, each Party is acting as an independent entity and not as an agent of the other in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as making City and Owner joint -venturers or partners. ARTICLE III - TERM; FORCE MAJEURE; CANCELLATION 3.1 Basic Term. The term of this Agreement (the "Term") shall commence as of the Effective Date and, unless earlier terminated in accordance with the terms hereof, shall continue in full force and effect until the Expiration Date. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any outstanding obligation which was required to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations or rights that are specifically set forth as surviving this Agreement. 3.2 Force Maieure. Performance by either Party of an obligation hereunder shall be excused during any period of "Permitted Delay." Permitted Delay shall mean delay beyond the reasonable control of a Party including, without limitation, war; insurrection; strikes and labor disputes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; pandemics; epidemics; quarantine and public health restrictions; freight embargoes; legal challenges to this Agreement, legal challenges to the Project Approvals, or legal challenges to any other approval required from any public agency other than the City for the Project, or any initiatives or referenda regarding the same; environmental conditions, pre-existing or discovered, delaying the construction or development of the Property or any portion thereof; and moratorium as set forth in Section 3.3, so long as the Party claiming a Permitted Delay is acting diligently and in good faith. A Party's financial inability to perform shall not be a ground for claiming a Permitted Delay. The Party claiming the Permitted Delay shall notify the other Party of its intent to claim a Permitted Delay, the specific grounds of the same and the anticipated period of the Permitted Delay within 10 business days after (i) the occurrence of the conditions which establish the grounds for the claim and (ii) the affected Party's actual knowledge of such occurrence. The period of Permitted Delay shall last no longer than the conditions preventing performance. 3.3 Extension of Term Due to Moratoria. In the event of any publicly declared moratorium that applies to the Project under the terms of this Agreement or other interruption in the issuance of permits, approvals, agreements to provide utilities or services or other rights or -S- Item 8: Staff Report Pg. 49 Packet Pg. 492 of 638 entitlements by any State, or Federal governmental agency, or public utility the construction of improvements at the Project, the term of this Developme extended without further act of the parties by a period equal to the duration of or interruption; provided, however, the total term extension under this Sectic a total of two (2) years. Nothing in this Section is intended, however, to I related agency any right to impose any such moratorium or interruption. Nam 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert Avenue one 1 be ium ;eed any 3.4 Cancellation by Mutual Consent. Except as otherwise permitted herein, this Development Agreement may be canceled in whole or in part only by the mutual consent of the City and Owner or their successors in interest, in accordance with the provisions of the City Code. Any fees paid pursuant to this Development Agreement prior to the date of cancellation shall be retained by the City, and any sums then due and owing to the City shall be paid as part of the cancellation. ARTICLE IV — DEVELOPMENT OF THE PROPERTY 4.1 Vested Development Rights. City hereby grants Owner the vested right to develop the Project for the Term of this Agreement in accordance with and subject to: (a) the terms and conditions of this Agreement and the Approvals and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement; and (b) the Applicable Rules (as defined in Section 1). Nothing contained herein shall restrict the City's discretion to approve, conditionally approve, or deny amendments or changes to the Approvals proposed by Owner. Except as is expressly provided otherwise in this Agreement, no future modifications of the following shall apply to the Project: (a) (b) the City Comprehensive Plan or a Coordinated Area Plan, the Palo Alto Municipal Code, (c) applicable laws and standards adopted by the City which puiport to: (i) limit the use, subdivision, development density, design, parking ratio or plan, schedule of development of the Property or the Project in a manner inconsistent with this Agreement and the Approvals; or (ii) impose new dedications, improvements, other exactions, design features, or moratoria upon development, occupancy, or use of the Property or the Project; or (d) any other Applicable Rules. Notwithstanding Section 18.77.090, and to the extent permitted by state law, including the Subdivision Map Act (Gov. Code §§ 66410 et seq.), the Existing Approvals and Subsequent Approvals shall be extended and shall not expire during the Term of this Agreement. In the event any Approval expires by operation of law during the term of this Agreement, City agrees that it will accept, process, and review in good faith and in a timely manner a new application that is consistent with the expired Approval, which application shall be governed by the Applicable Rules. 4.2 Subsequent Approvals. -9- Item 8: Staff Report Pg. 50 Packet Pg. 493 of 638 Certain subsequent land use approvals, entitlements, and permits o Approvals, will be necessary or desirable for implementation of the Approvals"). The Subsequent Approvals may include, without limit, amendments of the Approvals, fmal map(s), demolition permits, grading pen sewer and water connection permits, certificates of occupancy, and an repealing of, any of the foregoing. The conditions, terms, restrictions, and Subsequent Approvals shall be in accordance with the Applicable Rules V A1e��.. se provided in Article VII) and shall not prevent development of the Property for the uses provided under the Approvals, the Applicable Rules, and this Agreement ("Permitted Uses"), or reduce the density and intensity of development, or limit the rate or timing of development set forth in this Agreement, as long as Owner is not in default under this Agreement. Item 8 Attachment F - Ordinance Approving a Developm Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 mg ent g: ts, or uch Any subsequent discretionary action or discretionary approval initiated by Owner that is not otherwise permitted by or contemplated in the Approvals or which changes the uses, intensity, density, or building height or decreases the lot area, setbacks, parking or other entitlements permitted on the Property shall be subject to the rules, regulations, ordinances and official policies of the City then in effect and City reserves full and complete discretion with respect to any findings to be made in connection therewith. 4.3 Sequence of Development. The Parties acknowledge and agree that, given the existing uses and leases of the Property, certain elements of the Project will need to be approved, developed and implemented in the following certain order: (a) Construction of the Parking Garage (including the necessary relocation of an existing City of Palo Alto Utilities above -ground powerline) to allow the relocation of the existing surface parking serving the Cannery Building, Ash Building and Switch Building and (b) relocation of R&D space (for the relocation of existing R&D tenants or new R&D tenants) to the Remaining Cannery, including all necessary associated interior historic restoration and tenant improvements (to warm shell condition) to prepare for the demolition of a portion of the Cannery to accommodate the Townhomes ("R&D Relocation"). It is noted that the construction of the Parking Garage will cause vibration so in the event the Parking Garage construction commences before or during the work on the Remaining Cannery, the Owner will comply with Mitigation Measure N-1, as provided in the MMRP. (b) Demolition of the portion of the Cannery Building necessary to accommodate the Townhomes and ensure no buildings located on the future new property line and completion of the exterior and any remaining interior historic restoration, Retail/Display and Outside Seating Area. (c) Recordation of final map(s) including dedication of the BMR/Park Dedication to the City, pursuant to Sections 5.3 and 6.2, and then; (d) Construction of the Townhomes (as dictated by the market); (e) Conversion of the Park Building to R&D uses may occur at any time, as dictated by the market, subject to the City's remedies in Exhibit C and Section 9.1. -10- Item 8: Staff Report Pg. 51 Packet Pg. 494 of 638 4.4 Permitted Uses. The permitted uses of the Property during the Term of this Agreemf and as may be further defined in the applicable Rezoning Ordinances: (a) Research and Development uses shall be permitted ICI 140,174 square feet of the Cannery on Lot 3, within the existing Cannery un within the Remaining Cannery after redevelopment consistent with the Approvals. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue D\VS tely and (b) Approximately 2,600 square feet of the Remaining Cannery on Lot 3 shall be dedicated to the Retail Use/Display and Outdoor Seating Area consistent with Section 5.2. (c) Most uses permitted within the ROLM District (including office uses) shall be permitted for up to 4,707 square feet in the Ash Office Building on Lot 4. (d) Multiple family residential uses shall be permitted on Lot 1 in a manner consistent with the proposed Townhomes. (e) Research and Development uses shall be permitted for up to 11,762 square feet at the Park Building on Lot 5 pursuant to Section 5.6. ARTICLE V - OWNER PROMISES 5.1 Construction of the Parkin Garage and R&D Relocation. Within the deadlines set forth on Exhibit C, Owner will have submitted a good faith application and all applicable processing fees for the necessary ministerial permits (e.g., demolition, grading, building) to (a) relocate the existing City of Palo Alto Utilities above -ground powerline, (b) construct the Parking Garage and (c) complete the R&D Tenant Relocations within the Remaining Cannery consistent with the Approvals, including all applicable compliance with the Secretary of the Interior's Standards for the Treatment of Historic Properties, and (d) demolish the applicable portion of the Cannery, all consistent with the Approvals. After all necessary permits are issued, and within the deadlines set forth on Exhibit C, Owner will have commenced and diligently complete, as concurrently as possible, (a) relocation of the existing City of Palo Alto Utilities above -ground powerline, (b) construction of the Parking Garage and (c) the R&D Relocation within the Remaining Cannery consistent with the Approvals, including all requirements of the Cannery Architectural Review Approval. Until such time as the BMR/Park Dedication Parcel has been created and offered to the City pursuant to this Agreement, Owner will not voluntarily enter any new R&D Lease or additional extension of an Existing R&D Lease without including a clear acknowledgement and acceptance by such tenant of this Development Agreement, including the City's remedies hereunder set forth in Section 9.1 and Exhibit C. 5? Demolition of Portion of Cannery and Completion of Retail/Displav and Outdoor Seating Area. -11- Item 8: Staff Report Pg. 52 Packet Pg. 495 of 638 hem 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, After the R&D Relocations and Parking Garage are complete, within LLC• for the 14.65 -arse Drth in Exhibit C, Owner will have commenced and diligently completed demol: Pr°�`�'t° �at200 able portion of the Cannery and completed all related internal an 404 Portage Avenue oric restoration/rehabilitation and the RetaiUDisplay and Outdoor Seating Are 3o4a32so Park the Approvals, including issuance by the City of all necessary final inspections Boulevard, 3201-3225 this section, "complete and operational" shall mean that the City has issuec Ash Street. and 278 ; or certificates of occupancy for the Parking Garage and fmal inspections and tt Lambert Avenue „.e sates P Y g P � ��-•-�� of occupancy for the R&D Relocation. Final certificates of occupancy for the R&D Relocation shall be issued after demolition and all related work under this Section 5.2 are complete. Prior to final certificates of occupancy for the R&D Relocation, City and Owner will develop a recordable restrictive covenant ("Historic Covenant") on the Remaining Cannery Building, including the Retail/Display and Outdoor Seating Area, for the benefit of the City, which will run with the land and be binding on successors and assigns of the Owner, in a form approved by the City Attomey, to ensure that the Remaining Cannery Building will be held, pledged, mortgaged and leased subject to and all of the following: • Rehabilitation and maintenance of the essential elements of the Remaining Cannery as provided in the Cannery Architectural Review Approval and MMRP. • The use of the Retail/Display and Outdoor Seating Area as provided in Ordinance No. XXXX for the Remaining Cannery Parcel. • Terms related to reasonable public opportunities to view the interior roof trusses during any tenant's business hours (to be set by the tenant) in a manner that supports the tenant's operations, including but not limited to reasonable accommodation for the hours appropriate for the nature of the tenant's business, staffing, maintenance closures, reasonable number of private events, normal business requirements and events of force majeure typical to a commercial lease. The covenant will not contain any affirmative obligation to operate, provided, however, that while occupied by a tenant, the space shall be open to the public for a minimum of 100 hours per month averaged over a calendar year. • A reasonable process for the development, installation, modification and replacement of an interpretive historic display(s) both in the interior and/or exterior of the Retail/Display and Outdoor Seating Area consistent with the Cannery Architectural Review Approval to support and accommodate a commercial tenant's operations, including reasonable times for review and response to support the tenant's operations. • Reasonable review and approval of minor modifications of the covenant by the Planning Director and identification of material modifications that require City Council approval. • In the event the interior portion of the Retail/Display and Outdoor Seating Area is not subject to a lease and closed to public access for a period of six consecutive months following the initial certificate of occupancy, or sixty consecutive days -12- Item 8: Staff Report Pg. 53 Packet Pg. 496 of 638 from the last day of occupancy by a tenant, and there are no ac nor reasonable expectation of entering a lease, the Owner IA non-exclusive, revocable license to provide, at the City's s opportunities for members of the public to enter the interi terms will include obligations for the City to staff and sec damage, loss, and third -party claims. The license will also pi with 30 days' notice in the event the Owner engages in negoti'a, umbert Avenue a tenant. The license will not provide the City with any right to make any changes or improvements to the space (AS IS/WHERE IS condition). Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 • Owner notice to the City following the termination of any tenancy. 1,1 1, ons a se, nse inst ion ith • In the event the interior portion of the Retail/Display and Outdoor Seating Area is not subject to a lease and closed to public access for a period of over two consecutive years (from either the initial certificate of occupancy or from the last day of occupancy by a tenant) and there is no active lease negotiations and no reasonable expectation of entering a lease, the Owner will offer to the City the option (at the City's sole discretion) to enter a $1 dollar per year lease, on otherwise standard triple net lease terms with the City, for a period to be set by the City and Owner for the City to provide, at its sole cost and expense, opportunities for members of the public to enter the interior space. The lease terms will include obligations to staff and secure the space against damage, loss and third -party claims. The lease will not provide any right for the City to make any changes to the space without the prior written consent of the Owner, in Owner's sole and absolute discretion. The lease will include the length of the initial term and potential extension(s). To ensure the Owner's ability to meet any lease obligations, the City will not withhold temporary certificates of occupancy for the R&D Relocation so long as the Owner is cooperating in good faith to complete and record the Historic Covenant. 5.3 Recordation of Final Map and Dedication of BMR/Parkland Dedication Parcel. Promptly after the Parking Garage and demolition are both complete (removing the structure from the proposed new property line and relocating the surface parking) and within the deadlines set forth in Exhibit C, Owner will promptly submit and process for recordation one or more final maps (each a "Final Map") that creates, at a minimum: (a) the Townhome Parcel; (b) the BMR/Parkland Dedication Parcel for acceptance by the City pursuant to the terms of this Agreement; and (c) all necessary easements for a multimodal connection from Portage Avenue to Park Boulevard, consistent with the City's Bicycle and Pedestrian Master Plan or the Approvals. Conveyance to the City of the BMR/Parkland Dedication Parcel will be accomplished solely by means of City's acceptance, as shown on the Final Map or subsequently thereto, of Owner's offer of dedication as shown on the Final Map of the BMR/Parkland Dedication Parcel. In no event shall City require of Owner, nor be entitled to receive from Owner, dedication of the BMR/Parkland Dedication Parcel by means of a separate grant deed or other separate instrument of conveyance. r -13- Item 8: Staff Report Pg. 54 Packet Pg. 497 of 638 5.4 Environmental Conditions. Northgate Environmental's Phase I report prepared for th limited Phase II testing on the BMR/Dedication Parcel. PES Environmen the City's review of their scope of work, completed the recommended lir entitled "Results of 2023 Additional Subsurface Investigation City Dedicatio Center Adjacent to 200 - 320 Portage Avenue and 278 Lambert Avenue Nam 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert Avenue ded with ting lino Palo Alto, California dated August _, 2023 ("PES Limited Phase II Report"), which was also reviewed by the City's consultant. The PES Limited Phase II Report identified a single location (SB-39) with an isolated detection of total lead (390 mg/kg) at a depth of one foot below ground surface (bgs) as shown on Plate 3 (the "Lead Outlier"). To remediate this Lead Outlier, upon the City's development of the park, Owner and the City shall share equally in the cost of any soil removal on APN 132-38-043 to remove the Lead Outlier to a maximum depth of three feet and its replacement with clean soil. Upon the request of either Party, the Parties will meet and confer in good faith on other options to address this Lead Outlier at an earlier time to achieve a similar results. In addition, Owner shall provide an updated Phase I report, prepared by a consultant selected by the City, within 6 months prior to the offer of dedication of the BMR/Park Dedication parcel to the City. Owner shall only be responsible for removing any new Hazardous Materials deposited on the BMR/Dedication Parcel to the residential environmental screening thresholds of the agency responsible for oversight of this Property to the City's reasonable satisfaction. Owner shall not be responsible for any environmental conditions already identified and known (or that should have been known) to the Parties prior to the Effective Date of this Agreement, or any changes in regulatory screening levels related to those already known conditions. 5.5 Switch Building. To the extent feasible and desirable to the City, Owner shall facilitate assignment to the City of any existing lease of the Switch Building concurrent with acceptance of the BMR/Parkland Dedication Parcel by the City and a full release of Owner upon transfer. Owner shall have no obligation to modify any existing lease (other than to document an assignment to the City as the new fee owner) or incur any additional costs or liability related to the Switch Building for conveyance. Prior to conveyance to the City of the BMR/Parkland Dedication Parcel, Owner shall not voluntarily enter into or extend a lease of the Switch Building without first consulting the City. 5.6 Development of To ho wnmes and Park Buildin. Following demolition of the portion of the Cannery, recordation of the final map that includes the Townhomes and offer of dedication of the BMR/Parkland Dedication Parcel to the City, and issuance of all applicable ministerial permits, and as otherwise dictated by the market, Owner (or Owner's assignee) may begin construction and complete the Townhomes consistent with the Approvals. Owner shall make good faith efforts to effectuate development of the Townhomes as soon as commercially practical. For each year, as part of Article VIII (Annual Review), following creation of the Townhome parcel in which construction of the townhomes has -14- Item 8: Staff Report Pg. 55 Packet Pg. 498 of 638 not commenced, Owner shall provide the City with a summary of its Townhomes and an analysis of market conditions related to the Townhome Owner shall incorporate or cause to be incorporated into the Cover Restrictions for the Townhomes a condition prohibiting members of the hon from participating in any Residential Preferential Parking District that inc parcel. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue the and tion nme Subject to the City's remedies in Exhibit C and Section 9.1, Owner may complete, at any time dictated by the market, the conversion of use of the Park Building from automotive to R&D. At all times following demolition of the portion of the Cannery and before the Commencement of Townhome Construction, Owner shall secure the Townhome Parcel, and ensure that it is free of public nuisances. If any issues arise with maintenance, the City and Owner shall meet and confer regarding the appearance and maintenance of the site. 5.7 Transportation Demand Management Program. New non-residential uses on the Property (applicable to new tenants after the termination of the existing leases as of the Effective Date) shall be subject to the TDM Program that achieves a 15% reduction in single -vehicle -occupancy trips consistent with the Approvals. In addition, Owner shall implement, for tenants under existing leases as of the Effective Date, those elements of the TDM Program that that may be implemented by Owner without a lease amendment. The TDM Program contains contingency provisions to ensure the program can be modified as appropriate over time and the City's approval of requested modifications to the TDM Program will not be unreasonably withheld or delayed. 5.8 Payment of Fees. (a) Development Fees, Assessments, Exactions, and Dedications. Except as provided herein, Owner shall pay all applicable City fees, including processing fees, Development Impact Fees, in -lieu fees, water and sewer connection and capacity charges and fees; assessments; dedication formulae; and taxes payable in connection with the development, build -out, occupancy, and use of the Project that apply uniformly to all similar developments in the City at the rates in effect at the time Owner applies for a building permit approval in connection with the Project (regardless of whether such fees, assessments, dedication formulae or taxes became effective before, on or after the Effective Date). Provided, however, Owner shall not be required to pay any new or increased Development Impact Fees adopted after the Effective Date, with the exception of increases to adjust for inflation. Additionally, Owner may elect to defer payment of Development Impact Fees for the Townhomes until construction of the Townhomes, in which case the Development Impact Fees shall be paid on a pro -rata basis (1/74th) at final inspection for each residential unit. City shall accept the dedication of the BMR/Parkland Dedication Parcel pursuant to Sections 5.3 and 6.2 and payment of the Public Benefit Fee as set forth in Section 5.8(b) in full and complete satisfaction of any and all parkland dedication requirements under Palo Alto Municipal Code Chapter 21.50 and inclusionary housing requirements under Chapter 16.65. The City acknowledges and understands that the Owner intends to market the Townhomes to third party -15- Item 8: Staff Report Pg. 56 Packet Pg. 499 of 638 homebuilders and that the necessary credits and documentation will b builder(s). (b) Public Benefit Fee. Owner shall also pay a $5 ni Public Benefit Fee to the City for its use toward affordable housing or par the City's sole discretion. Owner may elect to defer payment of the Put construction of the Townhomes, in which case it shall be paid on a pro -rata inspection for each residential unit. However, if Commencement of Townhome Construction has not occurred within 5 (five) years of the City's acceptance of the BMR/ Parkland Dedication Parcel, the Public Benefit Fee shall be increased in accordance with the increase in the Constriction Cost Index for the San Francisco Bay Area from the Effective Date to the date of payment or partial payment, until payment in full. If final inspections for the Townhomes have not been approved by the Expiration Date, Owner shall pay the full Public Benefit Fee to the City on or before the Expiration Date. The City acknowledges and understands that the Owner intends to market the Townhomes to third party homebuilders and that the obligation to pay the Public Benefit Fee will be assignable to such builder(s) pursuant to Article XII. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue uch .00) it in until final ARTICLE VI - CITY PROMISES 6.1 Processing of Subsequent Approvals Provided Owner is not in default of this Agreement, City shall promptly accept, review and shall not deny or unreasonably delay any Subsequent Approval, including all ministerial permits and inspections, necessary to the exercise of the rights vested in the Owner by this Agreement and all permits and approvals necessary to relocate the existing above -ground powerline necessary for construction of the Parking Garage. The Parties acknowledge and agree that the City's compliance with this obligation directly and materially relates to the Owner's ability to timely perform its obligations under this Agreement. 6.2 Acceptance of BMR/Parkland Dedication Parcel Provided Owner is not in default under this Agreement, and subject to Section 5.3, City shall expeditiously and in good faith review and accept Owner's offer of dedication for the BMR/Parkland Dedication Parcel as such offer is set forth on the Final Map. Following such offer of dedication, City shall promptly review and act upon any Subsequent Approvals for the Townhomes, whether or not the City has completed its review and acceptance of the BMR/Parkland Dedication Parcel. The Parties further acknowledge and agree that: (a) subject only to, and without limiting, the provisions of Section 5.4 and this Section 6.2, Owner makes no representation or warranty, express or implied, regarding the title, physical, environmental, or legal condition of BMR/Parkland Dedication Parcel or its fitness or suitability for any particular purpose or use and City accepts dedication, title, and ownership of the BMR/Parkland Dedication Parcel in its "AS IS" and 'WITH ALL FAULTS" condition; (b) City shall not be required to accept title to the BMR/Parkland Dedication Parcel subject to any deeds of trust or other monetary liens or encumbrances; (c) without limiting the foregoing, City accepts dedication, title, and ownership of the BMR/Parkland Dedication Parcel subject to (i) all matters of record, including easements, encumbrances, covenants, conditions, restrictions, reservations, and rights -of -way; (ii) installments of general and special real property taxes and assessments not then delinquent; (iii) -16- Item 8: Staff Report Pg. 57 Packet Pg. 500 of 638 any encumbrance or possessory interest arising from the acts of City; and (i have been disclosed by an inspection or a survey; and (d) except as otherw: in this Agreement, City shall be solely responsible for all costs and expens transfer of title to the BMR/Parkland Dedication Parcel from Owner to City ARTICLE VII - EXCEPTIONS AND EXCLUSION 7.1 Subsequent Applicable Rules Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 304O-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Auld Drth the Notwithstanding anything to the contrary in this Agreement, the following Subsequent Rules that are adopted on a general, City-wide or North Ventura Area -wide basis shall apply to development of the Property ("Subsequent Applicable Rules"): (a) Subsequent Rules that relate to hearing bodies, petitions, applications, notices, fmdings, records, hearings, reports, recommendations, appeals and any other matter of procedure imposed at any time, provided such Subsequent Rules are uniformly applied throughout the City or the North Ventura Coordinated Area Plan area to all substantially similar types of development projects and properties, and such procedures are not inconsistent with procedures set forth in the Approvals or this Agreement. (b) Subsequent Rules that are determined by City to be reasonably required in order to protect occupants of the Project, and/or residents of the City, from a condition dangerous to their health or safety, or both. This Section 7.1 is not intended to be used for purposes of general welfare or to limit the intensity of development or use of the Property but to protect and recognize the authority of the City to deal with material endangerments to persons on the Property not adequately addressed in the Approvals. (c) Subsequent Rules that do not conflict with the Applicable Rules, this Agreement or the Approvals, provided such Subsequent Rules are uniformly applied throughout the City or the North Ventura Coordinated Area Plan area to all substantially similar types of development projects and properties; and (d) Other Subsequent Rules that do not apply to the Property and/or the Project due to the limitations set forth above, but only to the extent that such Subsequent Rules are accepted in writing by Owner in its sole discretion. 7.2 Supervening Rules of Other Governmental Agencies If any governmental entity or agency other than the City passes a law or regulation after the Effective Date which prevents or precludes compliance with one (1) or more provisions of this Agreement or requires changes in plans, maps, or permits approved by the City notwithstanding the existence of this Agreement, then the provisions of this Agreement shall, to the extent feasible, be modified or suspended as may be necessary to comply with such new law or regulation. Immediately after enactment of any such new law or regulation, the parties shall meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. In addition, Owner shall have the right to challenge the new law or regulation preventing compliance with the terms of this Agreement, and, to the extent such challenge is successful, this Agreement -17- Item 8: Staff Report Pg. 58 Packet Pg. 501 of 638 shall remain unmodified and in full force and effect; provided, however, develop the Project in a manner clearly inconsistent with a new law or regul, Project and adopted by any governmental entity or agency other than the Cit that enforcement of such law or regulation is stayed or such law or regi declared unenforceable or such law or regulation is not applicable to pi development agreement has been executed. 7.3 Building Codes. keen 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert Avenue not the tent i or :h a The Project shall be constructed in accordance with the provisions of the California Building Code, Green Building Code, Mechanical, Plumbing, Electrical, and Fire Codes as adopted and amended by the City, City standard construction specifications and Title 24 of the California Code of Regulations, relating to building standards, in effect at the time of approval of the appropriate building, grading or other construction permits for the Project. Those codes, as modified from time to time, are Subsequent Applicable Rules. 7.4 Utility Services. This Agreement does not limit the power and right of the City to adopt and amend from time to time rules and procedures governing the provision and use of utility services provided by the City. These rules, as modified from time to time, are Subsequent Applicable Rules. 7.5 No General Limitation of Future Exercise of Power This Agreement does not limit the power and right of the City to adopt and amend from time to time rules and procedures governing the provision and use of utility services provided by the City. 7.6 Alternative Approvals. Notwithstanding any provisions in this Development Agreement, Owner may apply for, and the City may thereafter review and grant, in accordance with applicable law: (i) amendments or modifications to the Approvals; or (ii) other approvals ("Alternative Approvals") for the development of the Property in a manner other than that described in the Approvals. The issuance of any Alternative Approval which approves a change in the Permitted Uses, density or intensity of use, height or size of buildings, provisions for reservation and dedication of land, conditions, terms, restrictions, and requirements relating to subsequent discretionary actions, monetary contributions by the Owner, or in any other matter set forth in this Development Agreement, shall not require or constitute an amendment to this Development Agreement, unless Owner and the City desire that such Alternative Approvals also be vested pursuant to this Development Agreement. If this Development Agreement is not so amended, it shall continue in effect unamended, although Owner shall also be entitled to develop the Property in accordance With the Alternative Approvals granted by the City, without such permits and approvals being vested hereby. ARTICLE VIII - ANNUAL REVIEW 8.1 Annual Review. -1s- Item 8: Staff Report Pg. 59 Packet Pg. 502 of 638 The annual review required by California Government Code, Sec [ be conducted pursuant to Resolution No. 7104 by the City's Planning Direc ;12) months from the Effective Date for compliance with the provisions hereof (t] v"). The Planning Director shall notify Owner in writing of any evidence which ctor deems reasonably required from Owner in order to demonstrate good-faitl: the terms of this Development Agreement. Such annual review provision supp not replace, the provisions of Article IX below whereby either the City or Ow y y rime, assert matters which either party believes have not been undertaken in accordance with this Development Agreement by delivering a written Notice of Breach and following the procedures set forth in said Section 9.2. Owner shall pay the City's actual costs for its performance of the Annual Review, including staff time if and to the extent that more than two (2) hours of staff time is required to perform the annual review. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 fl Lambert Avenue ��„ 'l _,•L, C.. CILI ARTICLE IX - DEFAULT, REMEDIES, TERMINATION 9.1 Remedies for Breach. City and Owner acknowledge that the purpose of this Development Agreement is to carry out the parties' objectives and local, regional, and Statewide objectives by developing the Project. The parties acknowledge that City would not have entered into this Development Agreement had it been exposed to damage claims from Owner for any breach thereof. As such, the parties agree that in no event shall Owner be entitled to recover any actual, consequential, punitive, or other monetary damages against City for breach of this Development Agreement. Therefore, City and Owner agree that, in the event of a breach of this Development Agreement, each of the parties hereto may pursue the following: (a) specific performance; (b) suits for declaratory or injunctive relief; (c) suits for mandamus or special writs; or (d) cancellation of this Development Agreement and Approvals, as set forth in Exhibit C. In addition to the foregoing remedies, City shall be entitled to recover monetary damages with respect to actual monetary amounts payable by Owner under this Development Agreement. In no event will the City be entitled to consequential or punitive damages from Owner. All of the above remedies shall be cumulative and not exclusive of one another, and the exercise of any one (1) or more of these remedies shall not constitute a waiver or election with respect to any other available remedy. 9.2 Notice of Breach. (a) Prior to the initiation of any action for relief specified in Section 9.1 above because of an alleged breach of this Development Agreement, the party claiming breach shall deliver to the other party a written notice of breach (a "Notice of Breach"). The Notice of Breach shall specify with reasonable particularity the reasons for the allegation of breach and the manner in which the alleged breach may be satisfactorily cured. (b) The breaching party shall cure the breach within thirty (30) days following receipt of the Notice of Breach; provided, however, if the nature of the alleged breach is nonmonetary and such that it cannot reasonably be cured within such thirty (30) day period, then the commencement of the cure within such time period and the diligent prosecution to completion of the cure thereafter at the earliest practicable date shall be deemed to be a cure, provided that if the cure is not so diligently prosecuted to completion, then no additional cure period shall be required to be provided. If the alleged failure is cured within the time provided above, then no -19- Item 8: Staff Report Pg. 60 Packet Pg. 503 of 638 default shall exist, and the noticing party shall take no further action to available hereunder. If the alleged failure is not cured, then a default Development Agreement and the non -defaulting party may exercise any of under this Development Agreement. (c) If, in the determination of the alleged breaching part≤ constitute a breach of this Development Agreement, the party to which th directed, within thirty (30) days of receipt of the Notice of Breach, shall deliver to the party giving the Notice of Breach a notice (a "Compliance Notice") which sets forth with reasonable particularity the reasons that a breach has not occurred. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue lies this able not 1 is 9.3 Applicable Law. This Development Agreement shall be construed and enforced in accordance with the laws of the State of California without reference to its choice of laws rules. ARTICLE X - AMENDMENTS 10.1 Modification Because of Conflict with State or Federal Laws. (a) In the event that State or Federal laws or regulations enacted after the Effective Date of this Development Agreement prevent or preclude compliance with one (1) or more provisions of this Development Agreement or require changes in plans, maps, or permits approved by City, such modifications shall be govemed by the provisions of Section 4.2 and Article VII. Any such amendment or suspension of this Development Agreement shall be approved by the City Council in accordance with the City Code and this Development Agreement and by Owner. (b) In the event changes in State or Federal laws or regulations substantially interfere with Owner's ability to carry out the Project, as the Project has been approved, or with the ability of either party to perform its obligations under this Development Agreement, the parties agree to negotiate in good faith to consider mutually acceptable modifications to such obligations to allow the Project to proceed as planned to the extent practicable. 10.2 Amendment by Mutual Consent. This Development Agreement may be amended in writing from time to time by mutual consent of City and Owner, subject to approval by the City Council (except as otherwise provided herein), and in accordance with the procedures of State law and the City Code. 10.3 City Costs for Review. During the Term of this Development Agreement, Owner shall promptly reimburse City for costs incurred by City to have its staff, consultant, or outside counsel review, approve, or issue assignments, estoppel certificates, transfers, amendments to this Development Agreement, and the like. Owner's obligations under this Section 10.3 shall survive expiration or earlier termination of this Development Agreement. 10.4 Minor Amendments. (a) The parties acknowledge that the provisions of this Development Agreement require a close degree of cooperation between City and Owner, and, during the course of implementing this Development Agreement and developing the Project, refinements and -20- Item 8: Staff Report Pg. 61 Packet Pg. 504 of 638 clarifications of this Development Agreement may become appropriate an( to the details of performance of City and Owner. If, and when, from time to of this Development Agreement, City and Owner agree that such a refire( appropriate, City and Owner shall effectuate such refinement through a operating memorandum (the "Operating Memorandum") approved in writin which, after execution, shall be attached hereto as an addendum and becor Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 be Operating Memorandum may be further refined from time to time as "; Avenue -dture approval by City and Owner. No Operating Memorandum shall constitute an amendment to this Development Agreement requiring public notice or hearing. Sect erm ✓ or t or per, '1y (b) Notwithstanding the provisions of Section 10.5, and by way of illustration but not limitation of the above criteria for an Operating Memorandum, any refinement of this Development Agreement which does not affect: (a) the Tenn of the Development Agreement as provided in Section 3.1; (b) the right to develop, and Permitted Uses of, the Property as provided in this Development Agreement; (c) the general location of on -site and off -site improvements; (d) the density or intensity of use of the Project; (e) the maximum height or size of proposed buildings; (f) monetary contributions by Owner as provided in this Development Agreement; or (g) material modifications to public view opportunities of the monitor roofs/interior trusses of the Cannery Building or material modifications to essential historic elements of the Cannery Building as defined in Section 5.2, shall be deemed suitable for an Operating Memorandum and shall not, except to the extent otherwise required by law, require notice or public hearing before either the Planning Director or the City Council before the parties may execute the Operating Memorandum; provided, that such amendment shall first be approved by Owner and the Community Development Director (or if the City does not then have a Planning Director, then by the holder of the position which includes the majority of the planning responsibilities held, as of the date of this Development Agreement, by the Planning Director); and provided further, that the Planning Director (or substitute) in consultation with the City Attorney shall make the determination on behalf of City whether a requested refinement may be effectuated pursuant to this Section 10.4 or whether the requested refinement is of such a character to constitute an major modification hereof pursuant to Section 10.5. The Planning Director (or substitute) shall be authorized to execute any Operating Memoranda hereunder on behalf of City. Minor modifications to the Project as to the location, operational design, or requirements for maintenance of improvements shall be suitable for treatment through Operating Memoranda subject to the provisions of this Section 10.4, and not "major modifications" subject to the provisions of Section 10.5. 10.5 Amendment of Approvals. Approval of any major modifications to the Project or Approvals requires City Council approval and the approval of Owner. Any of the following amendments to Approvals shall be deemed a "major modification" and shall require an amendment of this Development Agreement: (a) the term of the Development Agreement as provided in Section 3.1; (b) the right to develop, and Permitted Uses of, the Property as provided in this Development Agreement; (c) the general location of on -site and off -site improvements; (d) the density or intensity of use of the Project; (e) the maximum height or size of proposed buildings; (f) monetary contributions by Owner as provided in this Development Agreement; or (g) material modifications to the public view opportunities of the monitor roof/interior trusses of the Cannery Building or material modifications to essential historic elements of the Cannery Building as defined in Section 5.2. Such amendment shall be limited to those provisions of this Development Agreement, which are implicated by the amendment of the Approvals. Any other amendment of -21- Item 8: Staff Report Pg. 62 Packet Pg. 505 of 638 the Approvals shall not require amendment of this Development Agreement of the Approvals relates specifically to some provision of this Development ARTICLE XI - COOPERATION AND IMPLEMENTA 11.1 Cooperation. It is the parties' express intent to cooperate w diligently work to implement this Agreement in a manner that ensures that intended benefits of the Agreement. 11.2 Citv Processing. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue lent d to the (a) By City. City will not use its discretionary authority in considering any application for a Subsequent Approval to change the policy decisions reflected by this Development Agreement or otherwise to prevent or delay development of the Project. The City shall cooperate with Owner in a reasonable and expeditious manner, in compliance with the deadlines mandated by applicable statutes or ordinances, to complete, at Owner's expense, all steps necessaiy for implementation of this Development Agreement and development of the Project in accordance herewith, including, without limitation, in performing the following functions to process the Project: (i) Scheduling all required public hearings by the City Council, Planning Commission, Architectural Review Board, or other City bodies in accordance with the City's regularly established meeting schedule for these bodies; and (ii) Processing and checking all maps, plans, land use permits, building plans and specifications, and other plans relating to development of the Project filed by Owner or its nominees. (b) By Owner. When Owner elects to proceed with construction of the Project or any part thereof, Owner, in a timely manner, shall provide City with all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder, and Owner shall cause its planners, engineers, and all other consultants to submit in a timely manner all necessaiy materials and documents. 11.3 Other Governmental Permits. Owner shall apply prior to the expiration of the Term of this Development Agreement for approvals which may be required from other governmental or quasi -governmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to, the Project. City shall cooperate reasonably with Owner in its endeavors to obtain such permits and approvals at no cost to City. If such cooperation by City requires the approval of the City Council, such approval cannot be predetermined because decisions are made by a majority vote of the City Council. ARTICLE XII - TRANSFERS AND ASSIGNMENTS 12.1 Transfers and Assignments. Owner may assign this Development Agreement with the express written consent of City, which consent shall not be unreasonably withheld, conditioned, or delayed. Owner may assign this Development Agreement in whole or in part as to the Property, in connection with any sale, transfer, or conveyance thereof, and upon the express -22- Item 8: Staff Report Pg. 63 Packet Pg. 506 of 638 written assignment by Owner and assumption by the assignee by an assig agreement in substantially the form of Exhibit D, subject to prior approva and City Attorney, which approval shall not be unreasonably withheld conveyance of Owner's interest in the Property related thereto. Upon execs and assumption agreement, Owner shall be released from any further hereunder related to the portion of the Property so conveyed and the assi be the "Owner," with all rights and obligations related thereto, with resp property. Item 8 Attachment F - Ordinance pproving a Developmen Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue ion ger the ent ion to Yed 12.2 Covenants Run with the Land. All of the provisions, agreements, rights, powers, standards, terms, covenants, and obligations contained in this Development Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise), and assigns, devisees, administrators, representatives, lessees, and all of the persons or entities acquiring the Property or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, including foreclosure or deed in lieu of foreclosure, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation, or otherwise), and assigns. All of the provisions of this Development Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Property hereunder, or with respect to any City -owned property: (a) is for the benefit of such properties and is a burden upon such property; (b) runs with such properties; (c) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof; and (d) shall benefit each property hereunder, and each other person or entity succeeding to an interest in such properties. ARTICLE XIII - 1IORTGAGE PROTECTION; CERTAIN RIGHTS OF CURE 13.1 Mortgage Protection. This Development Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording this Development Agreement, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Development Agreement shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 13.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 13.1 above, no Mortgagee shall have any obligation or duty under this Development Agreement to construct or complete the construction of improvements or to guarantee such construction or completion; provided, however, a Mortgagee shall not be entitled pursuant to this Development Agreement to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by this Development Agreement or otherwise under the Approvals. Nothing in this Section 13.2 shall prevent or impair the right of any Mortgagee to apply to City for the approval of entitlements to construct other or different improvements than the item 8: Staff Report Pg. 64 Packet Pg. 507 of 638 Item 8 Project, although this Development Agreement shall not be construed to oh such applications, and City retains full and complete discretion with respe any such applications for approval. Attachment F - Ordinance Approving a Developmen Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200 404 Portage Avenue, 3040-3250 Park ove of 13.3 Notice of Default to Mortgagee. If City receives a notii Boulevard, 3201-3225 gee requesting a copy of any notice of default given Owner hereunder and spec Ash Street, and 278 for service thereof, then City shall deliver to such Mortgagee, concurrently w4- Lambert Avenue to Owner, any Notice of Breach given to Owner with respect to any claim by City that Owner has committed an event of default, and, if City makes a determination of noncompliance hereunder, City shall likewise serve notice of such noncompliance on such Mortgagee concurrently with service thereon on Owner. Each Mortgagee shall have the right during the same period available to Owner to cure or remedy, or to commence to cure or remedy, the event of default claimed, or the areas of noncompliance set forth in City's Notice of Breach. ARTICLE XIV - GENERAL PROVISIONS 14.1 Project is a Private Undertaking. It is specifically understood and agreed by the parties that the development contemplated by this Development Agreement is a private development, that City has no interest in or responsibility for or duty to third persons concerning any of said improvements, and that Owner shall have full power over the exclusive control of the Property herein described subject only to the limitations and obligations of Owner under this Development Agreement. 14.2 Notices, Demands, and Communications between the Parties. Formal written notices, demands, correspondence, and communications between City and Owner will be sufficiently given if dispatched by first-class mail, postage prepaid, or overnight courier, to the offices of the City and Owner indicated below. Such written notices, demands, correspondence, and communications may be sent in the same manner to such persons and addresses as either party may from time to time designate by mail as provided in this Section: City: with copies to: Owner: City Manager City of Palo Alto 250 Hamilton Avenue Palo Alto, California 94301 City Attorney City of Palo Alto, 8th Floor 250 Hamilton Avenue Palo Alto, California 94301 Director of Planning and Development Services City of Palo Alto, 5th Floor 250 Hamilton Avenue Palo Alto, California 94301 SI 45, LLC Attn: Tim Steele and Robert Tersini c/o The Sobrato Organization -24- item 8: Staff Report Pg. 65 Packet Pg. 508 of 638 With a copy to: 599 Castro Street, Suite 400 Mountain View, CA 94041 Holland & Knight Attn: Tamsen Plume 560 Mission Street, 19th Floor San Francisco, CA 941051 Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served forty-eight (48) hours after the date of deposit or if sent via overnight courier on the next business day. 14.3 Severability. Except as otherwise provided herein, if any provision of this Development Agreement is held invalid, the remainder of this Development Agreement shall not be affected and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 14.4 Section Headings. Article and Section headings in this Development Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Development Agreement. 14.5 Entire Agreement. This Development Agreement, including the Recitals and the Attachments to this Development Agreement which are each incorporated herein by reference, constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. The Attachments are as follows: Exhibit A Legal Description Exhibit B Plat Exhibit C Schedule and Parties Obligations and Remedies for Default or Breach Exhibit D [Form of] Assignment and Assumption Agreement 14.6 Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such parry to certify in writing that, to the knowledge of the certifying party: (a) this Development Agreement is in full force and effect and a binding obligation of the parties; (b) this Development Agreement has not been amended or modified orally or in writing, and, if so amended, identifying the amendments; (c) the requesting party is not in default in the performance of its obligations under this Development Agreement, or if in default, to describe therein the nature and amount of any such defaults; and (d) any other matter reasonably requested by the requesting party. The party receiving a request hereunder shall execute and return such certificate or give a written, detailed response explaining why it is not obligated to do so within twenty (20) business days following the receipt thereof. Either the City Manager or the Planning Director of City shall have the right to execute any certificate requested by Owner hereunder. City acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees. 14.7 Statement of Intention. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Ca1.3d 465 (1984), that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing -25- Item 8: Staff Report Pg. 66 Packet Pg. 509 of 638 of development and controlling the parties' agreement, it is the intent of City acknowledge and provide for the right of Owner to develop the Project in s rate and times as Owner deems appropriate within the exercise of its sole ai judgment, subject to the terms of this Development Agreement. City ackr right is consistent with the intent, purpose, and understanding of the parties Agreement, and that without such a right, Owner's development of the Prc to the uncertainties sought to be avoided by the Development Agreemen Development Agreement. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue eby uch less ;h a lent ject this 14.8 Indemnification and Hold Harmless. Owner shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmless City and its elected and appointed officials, officers, employees, contractors, agents, and representatives (individually, a "City Party," and, collectively, "City Parties") from and against any and all liabilities, obligations, orders, claims, damages, fines, penalties and expenses, including reasonable attorneys' fees and costs (collectively, "Claims"), including Claims for any bodily injury, death, or property damage, resulting directly or indirectly from the development, construction, or operation of the Project and, if applicable, from failure to comply with the terms of this Development Agreement, and/or from any other acts or omissions of Owner under this Development Agreement, whether such acts or omissions are by Owner or any of Owner's contractors, subcontractors, agents, or employees; provided that Owner's obligation to indemnify and hold harmless (but not Owner's duty to defend) shall be limited (and shall not apply) to the extent such Claims are found to arise from the gross negligence or willful misconduct of a City Party. This Section 14.8 includes any and all present and future Claims arising out of or in any way connected with Owner's or its contractors' obligations to comply with any applicable State Labor Code requirements and implementing regulations of the Department of Industrial Relations pertaining to "public works" (collectively, "Prevailing Wage Laws"), including all claims that may be made by contractors, subcontractors, or other third -party claimants pursuant to Labor Code Sections 1726 and 1781. Owner's obligations under this Section 14.8 shall survive expiration or earlier termination of this Development Agreement. 14.9 Recordation. Promptly after the Effective Date of this Development Agreement, the City Clerk shall have this Development Agreement recorded in the Official Records of Santa Clara County, California. If the parties to this Development Agreement or their successors in interest amend or cancel this Development Agreement as hereinabove provided, or if City terminates or modifies this Development Agreement as hereinabove provided, the City Clerk shall record such amendment, cancellation, or termination instrument in the Official Records of Santa Clara County, California. 14.10 No Waiver of Police Powers or Rights. Except as expressly provided in this Agreement, in no event shall this Development Agreement be construed to otherwise limit in any way City's rights, powers, or authority under the police power and other powers of City to regulate or take any action in the interest of the health, safety, and welfare of its citizens. 14.11 City Representations and Warranties. City represents and warrants to Owner that, as of the Effective Date: -26- Item 8: Staff Report Pg. 67 Packet Pg. 510 of 638 (a) City is a California charter city and municipal co: necessary powers under the laws of the State of California to enter i undertakings and obligations of City under this Development Agreement. (b) The execution and delivery of this Development performance of the obligations of City hereunder have been duly authorized Council action, and all necessary City approvals have been obtained. Item 8 Attachment F - Ordinance - Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert Avenue all the the "-Ay (c) This Development Agreement is a valid obligation of City and is enforceable in accordance with its terms. During the Term of this Development Agreement, City shall, upon learning of any fact or condition which would cause of any of the warranties and representations in this Section 14.11 not to be true, immediately give written notice of such fact or condition to Owner. 14.12 Owner Representations and Warranties. Owner represents and warrants to City that, as of the Effective Date: (a) Owner is duly organised and validly existing under the laws of the State of California, and is in good standing, and has all necessary powers under the laws of the State of California to own property interests and in all other respects enter into and perform the undertakings and obligations of Owner under this Development Agreement. (b) The execution and delivery of this Development Agreement and the performance of the obligations of Owner hereunder have been duly authorized by all necessary corporate action and all necessary corporate authorizations have been obtained. (c) This Development Agreement is a valid obligation of Owner and is enforceable in accordance with its terms. (d) Owner has not: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Owner's creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Owner's assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Owner's assets; or (v) admitted in writing its inability to pay its debts as they come due. During the Term of this Development Agreement, Owner shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 14.12 not to be true, immediately give written notice of such fact or condition to City. 14.13 Counterparts. This Development Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.14 Waivers. Notwithstanding any other provision in this Development Agreement, any failures or delays by any party in asserting any of its rights and remedies under this Development Agreement shall not operate as a waiver of any such rights or remedies or deprive -2 7 - Item 8: Staff Report Pg. 68 Packet Pg. 511 of 638 necessary to protect, assert, or enforce any such rights or remedies. A party Bans 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, any such party of its right to institute and maintain any actions or proceedin LLc,for the 14.65 -acre Property Located at 200- expressly waive in writing any condition or breach of this Development AI 4°4 Portage Avenue, party, but no such waiver shall constitute a further or continuing waiver 3040 3250 Park succeeding breach of the same or any other provision. Consent by one part Boulevard, 32x1-3225 to act by the other party shall not be deemed to imply consent or waive Ash Street and 278 obtaining such consent for the same or similar acts or failures to act in the fi,.,LmbertAvenue �em and Cher or lure of 14.15 Time is of the Essence. Time is of the essence of this Development Agreement and of each and every term and condition hereof. All references to time in this Development Agreement shall refer to the time in effect in the State of California. 14.16 Venue. Any legal action regarding this Development Agreement shall be brought in the Superior Court for Santa Clara County, California. 14.17 Surviving Provisions. In the event this Development Agreement is terminated, neither party shall have any further rights or obligations hereunder, except for those obligations of Owner which by their terms survive expiration or termination hereof, including, but not limited to, those obligations set forth in Sections 10.3 and 14.8. 14.18 Construction of Aereement. All parties have been represented by counsel in the preparation and negotiation of this Development Agreement, and this Development Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Development Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; (e) "includes" and "including" are not limiting; and (f) "days" means calendar days unless specifically provided otherwise. IN WITNESS WHEREOF, City and Owner have executed this Development Agreement as of the date first written above. Signatures to follow on next page -28- Item 8: Staff Report Pg. 69 Packet Pg. 512 of 638 "City": CITY OF PALO ALTO, a California charter city and municipal corporation By: Name: Title: Attest: Name: Title: APPROVED AS TO FORM: Name: Title: Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue -29- Item 8: Staff Report Pg. 70 Packet Pg. 513 of 638 "Owner": SI 45, LLC. a California limited liability company By: Name: Title: Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue -30- Item 8: Staff Report Pg. 71 Packet Pg. 514 of 638 CALIFORNIA ALL-PURPOSE ACKNOWLEDGME A notary public or other officer completing this certificate verifies only the identi who signed the document to which this certificate is attached, and not the truthful validity of that document. State of California County of Santa Clara Rant 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue On , before me, , a Notary Public in and for said County and State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) 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 is true and correct. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF CALIFORNIA My Commission # _ Expires: -31- Item 8: Staff Report Pg. 72 Packet Pg. 515 of 638 HK 8 18 23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGME A notary public or other officer completing this certificate verifies only the identi who signed the document to which this certificate is attached, and not the truthful validity of that document. State of California County of Santa Clara Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue J On , before me, , a Notary Public in and for said County and State, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF CALIFORNIA My Commission # _ Expires: Item 8: Staff Report Pg. 73 Packet Pg. 516 of 638 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Palo Alto, County of Santa Clara, State of Calif follows: Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Item 8: Staff Report Pg. 74 Packet Pg. 517 of 638 EXHIBIT B PLAT Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Item 8: Staff Report Pg. 75 Packet Pg. 518 of 638 1 EXHIBIT C SCHEDULE OF PARTIES' OBLIGATIONS AN REMEDIES FOR DEFAULT OR BREACH Deadline Ongoing from Effective Date to completion of Townhomes. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Owner and City Phasin and Remedies Owner to provide regular updates to the City regarding the status of the Project, permitting, construction and marketing efforts, and City to provide the Owner with regular updates regarding the status of any permits or approvals under review. Prior to Physical Work Commencing. Within 90 Days of Effective Date Within 90 days of the City issuance of a permit ready letter(s) for all Phase Owner has prepared and submitted applications, including all applicable application fees, for the necessary ministerial permits for Phase A as described in the Project Approvals, including (i) relocation of the City's above ground powerline, (ii) the Parking Garage, (iii) the rehabilitation/renovation of the Remaining Cannery (including the Retail/Display and Outdoor Seating Area), and (iv) demolition of the portion of the Cannery (the "Phase A Work") consistent with this Agreement and the Approvals. City's exclusive remedy for an Owner's failure to meet this deadline for this Section is termination of the Agreement and Approvals. The City will accept and process such permit applications expeditiously and in good faith pursuant to Section 6.1. Owner's exclusive remedy for the City's Default in processing is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule. Owner has Commenced Construction on the Phase A Work. For the purposes of this Section, "Commenced Construction" Item 8: Staff Report Pg. 76 J Packet Pg. 519 of 638 Deadline Owner and City Phasin€ and Remedies A work (upon Owner's payment of all applicable fees) to Owner. means the Owner has obti necessary ministerial pen the payment of all applica entered a construction coth_.. LambertAvenue Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 started physical grading and/or site preparation work related to the Phase A Work. City's exclusive remedy for an Owner's failure to meet this deadline for this Section is termination of the Agreement and Approvals. Once Owner Commences Construction on the Phase A Work, as long as the Owner is in good faith compliance with all applicable permits related to such work, the City will no longer have the right to terminate the Approvals (as opposed to the Agreement). In the event Owner Abandons the Phase A Work, the City retains the right to terminate both the Agreement and the Approvals. For the purposes of this Section "Abandons" means the Owner has stopped all work for more than 180 consecutive days without a good faith reason, extension or Event of Force Majeure. The City will issue such permits, subject to Owner's submittal of all required plans, information and fees, expeditiously and in good faith pursuant to Section 6.1. Owner's exclusive remedy for the City's Default in issuing permits requested by Owner is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule. After Physical Work Commences, but Prior to Recordation Final Map Creating Townhome Parcel and BMR/Park Dedication Parcel. 4 24 months from Commencement of Construction of the Phase A Work. Owner has completed the Parking Garage (meaning the City has issued a fmal inspection and cars are allowed to Item 8: Staff Report Pg. 77 Packet Pg. 520 of 638 Deadline Owner and City Phasin and Remedies park in the structure in the course) and completed De applicable portion of the ( the purposes of this Secti "Demolition" means either that (i) the portion of the building is removed so that there is no longer a building over a new property line creating the Townhome Parcel or (ii) the City approves the recordation of the Final Map creating the Townhome Parcel with the portion of the Cannery to remain vacant and unoccupied on the property line until issuance of build permit for the Townhomes. City's exclusive remedies for an Owner's failure to meet this deadline for this Section are (1) specific performance; (2) termination of the Agreement, and/or (3) the City may withhold occupancy permits for New R&D uses in the Remaining Cannery, and/or Park Building. For the purpose of this Section "New" means a use that is not subject to an existing lease as of the Effective Date. If a New R&D use has occupied the Park Building (subject to the required notices to such tenant of the requirements of this Agreement), the City also has the remedy to require such user to cease any R&D use of the Park Building within three (3) years of the tenant's initial occupancy. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 (. Lambert Avenue The City will schedule inspections and issue final inspections expeditiously and in good faith pursuant to Section 6.1. Owner's exclusive remedy for the City's Default in issuing final inspections is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule pursuant. Item 8: Staff Report Pg. 78 Packet Pg. 521 of 638 Deadline Within 60 days of City's issuance of final certificates of occupancy for all of the Phase A Work (including the Demolition of the portion of the Cannery Building as defined above). Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, Owner has submitted a re 3250 Park supporting documentatior Boulevard, 3201-3225 fees, to the City to record Ash Street' and 278 that includes both the crea\.`� AVef1� ., j Owner and City Phasing and Remedies Townhome Parcel and the BMR/Park Dedication Parcel consistent with this Agreement and the Approvals. City's exclusive remedies for an Owner's failure to meet this deadline for this Section are (1) specific performance; (2) termination of the Agreement, and/or (3) the City may withhold occupancy permits for New R&D uses in the Remaining Cannery and/or Park Building. For the purpose of this Section "New" means a use that is not subject to an existing lease as of the Effective Date. If a New R&D use has occupied the Park Building (subject to the required notices to such tenant of the requirements of this Agreement), the City also has the remedy to require such user to cease any R&D use of the Park Building within three (3) years of the tenant's initial occupancy. The City will process such Final Map in expeditiously and in good faith pursuant to Section 6.1. The City will not withhold recordation of the Final Map for acceptance of the BMR/Park Dedication Parcel if the Final Map is otherwise ready to record consistent with this Agreement and the Approvals. Owner's exclusive remedy for the City's Default in processing is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule. After Recordation of Final Map Creating Townhome Parcel and BMR/Park Dedication Parcel, but Prior to Acceptance by City and/or Completion of Townhomes. Item 8: Staff Report Pg. 79 Packet Pg. 522 of 638 6 Deadline N/A Owner and City Phasic and Remedies i Once Owner has recorded creating the Townhome P BMR/Park Dedication Pa an offer on the Final Maple, BMR/Park Dedication Parcel to the City in fee, the City may not withhold demolition permits, grading permits (if not previously issued), building permits, occupancy permits, permits for offsite improvements, or any other post - discretionary entitlements development permits under this Agreement related to the Remaining Cannery, Park Building, Ash Building or Townhomes. The City's exclusive remedies are (1) termination of this Agreement (but not the Approvals) or (2) specific performance. ft -u'8 Attachment F - Ordinance - Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 The City will accept the offer of dedication expeditiously and in good faith pursuant to Section 6.2. Owner's exclusive remedy for the City's Default in accepting the offer of dedication is (1) specific performance and (2) an extension to all remaining deadlines in this schedule. After BMR/Park Dedication Accepted by City but Prior to Completion of Townhomes. 7 End of Term The City and Owner acknowledge the Townhomes will be constructed at the time dictated by the market, but in the event the Townhomes have not been constructed by the end of the Tenn, Owner will pay the full amount of the Public Benefit Fee to the City pursuant to Section 5.8(b). The City's exclusive remedy for an Owner Default in the payment of the Public Benefit fee is specific performance. i Item 8: Staff Report Pg. 80 Packet Pg. 523 of 638 In addition to notice and opportunity to cure as provided in Section 9.2, written amendment as provided in Section 10.2, and Force Majeure, the de C may be extended by each or a combination of the following: • City Extension: The deadlines set forth in this Exhibit C are subje extension, provided (1) that the Owner submits a written request fo the deadline which shall include the rationale for the request and sum._ Owner has taken to satisfy the obligation prior to the deadline and (2) the extension request is approved by the City Manager, which such approval shall not be unreasonably withheld or delayed. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue vial ibit day r to ons • Owner Extension. The deadlines set forth in this Exhibit C are also subject to a maximum of six extensions of 30 days each (no more than 180 days) upon written notice to City and an increase of $25,000 for each such 30 -day extension shall be added to the Public Benefit Fee. • City Review: The deadlines set forth in this Exhibit C are each contingent upon the City reviewing and providing comments or approving the ministerial permit and improvement plans submitted by Owner within thirty (30) days of submission of complete plans. This 30 -day period shall commence anew each time that Owner submits revised plans in response to City comments on the prior version of the permit or improvement plans. Owner shall be solely responsible for submitting complete plans that satisfy all code and City requirements. Owner shall be responsible for payment of all required City building permit fees including costs for City to retain contract plan check services. In the event that City review exceeds 30 days, the relevant deadline set forth in this Section 13 shall be extended one day for each day the City review exceeds 30 days. Item 8: Staff Report Pg. 81 Packet Pg. 524 of 638 RECORDING REQUESTED BY AND WHEN RECORDED MAIL, TO: Attn: EXHIBIT D Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (Space Above for Recorder's Use) [FORM OF] ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER DEVELOPMENT AGREEMENT ( ) THIS ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER DEVELOPMENT AGREEMENT (this "Assignment") is made and entered into as of 20_, by and between , a ("Assignor"), and . a ("Assignee"), and approved and agreed to by the City of a (" "). RECITALS A. Assignor and City entered into that certain Development Agreement dated as of for the project, and recorded on in the Official Records of the County Recorder's Office ("Official Records") as Document No. , (the "Development Agreement"), with respect to approximately acres of land within the City, as more particularly described in Exhibit A attached hereto (the "Property"). B. Assignor and Assignee have entered into that certain Agreement for Purchase and Sale dated (as may be amended from time to time, the "Purchase Agreement"), pursuant to which Assignor intends to transfer to Assignee the Property. Concurrently with transfer of the Property to Assignee, and solely in connection with such transfer in accordance with the Purchase Agreement, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor the rights, interests and obligations as Owner under the Development Agreement. C. Section 12.1 of the Development Agreement provides that the Owner shall be released from its obligations under the Development Agreement upon the assignment of the Owner's rights, interests and obligations under the Development Agreement if the City agrees to such release in writing, and Assignor wishes to memorialize that, upon the effective date of this Assignment, as set forth in Section 4 hereof, Assignor is hereby fully released from the duties and obligations of "Owner" with respect to the Development Agreement, including, without limitation, the Project Approvals, which release is hereby given by the City's execution of this Assignment as provided below. AGREEMENTS Item 8: Staff Report Pg. 82 Packet Pg. 525 of 638 NOW, THEREFORE, in consideration of the foregoing recitals and in consideration of the mutual covenants hereinafter contained, and for oil - consideration, the receipt of which is hereby acknowledged, Assignor ai follows: 1. Defined Terms. All capitalized tenns used but not defined in have the meanings given to them in the Development Agreement. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue and able as hall 2. Assignment and Assumption. Assignor hereby assigns to Assignee and Assignee hereby expressly and unconditionally assumes from Assignor, all rights, title, duties, interests and obligations under the Development Agreement. 3. Compliance with Assignment Requirements; Release. Approval of this Assignment by the City pursuant to Section 12.1 of the Development Agreement is an express condition precedent to the effectiveness of this Assignment. Each of Assignor and Assignee has complied with and satisfied all of the requirements and conditions under the Development Agreement with respect to assignment and assumption of the Assigned Interests, and all of the requirements and conditions under the Development Agreement for the release of Assignor from those obligations related to the Assigned Property and the Assigned Interests (collectively, the "Requirements"). Upon approval by the City, Assignor shall be fully released from all of the duties, obligations and liabilities of the "Owner" under the Development Agreement with respect to the Assigned Interests. Assignee on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases, acquits and discharges, Assignor and its directors, officers, employees and agents of and from any and all claims, demands, losses, liabilities, damages (including foreseeable and unforeseeable consequential damages), liens, obligations, interest, injuries, penalties, fines, lawsuits and other proceedings, judgments and awards and costs and expenses, (including, without limitation, reasonable attorneys' fees and costs and consultants' fees and costs) of whatever kind or nature, known or unknown, contingent or otherwise, whether direct or indirect, known or unknown, foreseen or unforeseen, that Assignee may now have or that may arise at any time on account of or in any way be connected with the Development Agreement. In connection with the foregoing release, Assignee acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Assignee agrees that the release contemplated by this Section includes unknown claims. Accordingly, Assignee hereby waives the benefits of Civil Code Section 1542, or under any other statute or common law principle of similar effect, in connection with the releases contained in this Section. Item 8: Staff Report Pg. 83 Packet Pg. 526 of 638 Assignor Assignee Nam 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, Without limiting the foregoing and notwithstanding any contra 3040-3250 Park Development Agreement, City (i) acknowledges and agrees to the terms a Boulevard, 3201-3225 Assignment and that the Requirements have been satisfied, (ii) hereby fully i As' Street and 278 Assignor is fully released, from all of the duties and obligations of the. Lambert Avenue Development Agreement and (iii) shall look solely towards Assignee with respect to performance, compliance and satisfaction of all covenants and obligations of Developer related to the Assigned Property. the this and the 4. Effective Date. Subject to the condition precedent set forth in Section 3 above, this Assignment shall be effective upon the later to occur of (i) the date all Parties have duly executed this Assignment and (ii) the date of the transfer of the Assigned Property to Assignee (the "Effective Date"). The Parties shall use a mutually acceptable escrow agent to record this Assignment Agreement and establish the Effective Date pursuant to mutually acceptable joint escrow instructions. 5. Acknowledgement of the Development Agreement and Pr ject Approvals. Assignee further agrees that: (i) Assignee has had adequate opportunity to obtain and review copies of the Development Agreement and Project Approvals, and all other documents and materials containing or relating to the terms and conditions of the development of the project; (ii) Assignee has read and understands all of the terms and conditions of said documents and materials; (iii) Assignor has not made any representations or warranties with respect to the Assigned Property, the Project Approvals or any other aspect of development of the Property or the Development Agreement, and (iv) with such knowledge and understanding, which includes the nature and extent of the fees, taxes, assessments and other financial mechanisms and obligations described in such documents and materials, Assignee nevertheless has voluntarily, freely and knowingly assumed and agreed to perform all obligations and requirements and be bound by all of the provisions of such documents and materials. 6. Terms of Development Agreement Not Affected. Except that Assignee shall be subject to, and Assignor shall be released from, the Development Agreement, the provisions of the Development Agreement shall remain in full force and effect and shall not be altered, amended or modified by this Assignment. 7. Modifications. This Assignment may be amended, terminated or otherwise modified in any respect only by a writing duly executed on behalf of Assignor and Assignee and approved by the City. 8. Attorneys' Fees. In the event of any controversy, claim, dispute, or litigation between the parties hereto to enforce or interpret any of the provisions of this Assignment or any right of either party hereto, the non -prevailing party to such litigation agrees to pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred therein by the prevailing party, including, without limitation, fees incurred during a trial of any action and any fees incurred as a result of an appeal from a judgment entered in such litigation. To so recover, it shall not be necessary that the prevailing party prevail in each and every Item 8: Staff Report Pg. 84 Packet Pg. 527 of 638 one of its claims. Rather, the amount of the award of attorneys' fees shall, in reflect the degree to which the prevailing party or parties have prevailed in 9. Consent of City. By signature of the City Manager below, t agrees to the assignment, assumption and release set forth in this Assignmei to this Assignment solely respect to Section 3 and Section 4 hereof. Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue ion. and arty 10. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of California, as they apply to contracts executed in and to be carried out entirely within California. 11. Further Assurances. Each party to this Assignment, upon the request of any other party to this Assignment, will execute, acknowledge and deliver such further documents or instruments and perform such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of this Assignment. Each of the individuals executing this Assignment certifies that he or she is duly authorized to do so. 12. Counterparts. This Assignment may be executed in one or more counterparts. All counterparts so executed shall constitute one agreement, binding on all parties, even though all parties are not signatory to the same counterpart. [Signatures appear on the following page] Item 8: Staff Report Pg. 85 Packet Pg. 528 of 638 Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, IN WITNESS WHEREOF, the parties hereto have executed this Ass uc, for the 14.65 -acre late and year first above written. Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue ATTEST: By: APPROVED AS TO FORM: By: ASSIGNOR: By: Name: Its: By: Name: Its: ASSIGNEE: a By: Name: Its: By: Name: Its: ACKNOWLEDGED AND APPROVED TO BY CITY: CITY OF PALO ALTO, By: Name: Its: [Signatures must be notarised] Item 8: Staff Report Pg. 86 Packet Pg. 529 of 638 HK 8 18 23 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY [See attached] Item 8 Attachment F - Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property Located at 200- 404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue Item 8: Staff Report Pg. 87 Packet Pg. 530 of 638 Item 9 Item 9 Staff Report CITY OF PALO ALTO City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: October 2, 2023 Report #:2309-2032 TITLE SECOND READING: Ordinance Creating New Chapter 12.11 (Parklets) and Amending Certain Sections of Titles 16 and 18 (FIRST READING: September 11, 2023 PASSED 7-0) BACKGROUND This was heard by the City Council on September 11, 2023 for a first reading and was approved 7-0. No changes were made to the Ordinance; it is now before you for a second reading. ATTACHMENTS Attachment A: Ordinance Creating an Ongoing Parklet Program APPROVED BY: Mahealani Ah Yun, Interim City Clerk Item 9: Staff Report Pg. 1 Packet Pg. 531 of 638 NOT YET ADOPTED Ordinance No. Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program Ordinance of the Council of the City of Palo Alto Creating an Ongoing Parklet Program The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: 1. During the COVID-19 epidemic, the City of Palo Alto allowed commercial businesses to operate on public streets, parking lots, and other City right-of-ways and real property. At the outset, these uses were permitted, in part, in recognition of the higher risk of COVID- 19 transmission in enclosed indoor spaces. 2. These uses were first permitted under Ordinance 5500, adopted June 23, 2020, and continued under subsequent interim ordinances. These uncodified interim ordinances automatically sunset after specified amounts of time and required the City Council to re- authorize the interim parklet program several times. 3. Through this ordinance, the City Council now desires to establish an ongoing parklet program by creating new PAMC Chapter 12.11 ("Parklets"). In addition, the City Council seeks to amend specific sections of Titles 16 (Building Regulations) and 18 (Zoning Requirements) to exempt parklets from some existing requirements. 4. As part of an ongoing parklet program, this ordinance is being considered with additional pieces of legislation: (1) an ordinance to create new parklet fees in the Municipal Fee Schedule; (2) a resolution to create new administrative penalties in the Adminsitrative Penalty Schedule; and (3) a resolution to designate certain areas of the University Avenue downtown and the California Avenuue area pursuant to new PAMC section 12.11.040 to generally allow for parklets in that area. SECTION 2. New chapter 12.11 (Parklets) is hereby added to Title 12 (Public Works and Utilities) to read as follows: Chapter 12.11 Parklets 12.11.010 Definitions The following definitions apply to this Chapter: (a) Parklet is a fixed encroachment placed in the curbside lane that is used principally for commercial activity to the general public. (b) Person includes a natural person or any type of corporate entity recognized by law, or any combination thereof. 274_20230830_ts24 1 Item 9: Staff Report Pg. 2 Packet Pg. 532 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program 12.11.020 Permit required No person shall erect, construct, alter, repair, raise, build or move any parklet or portion thereof upon any easement, right-of-way or parcel of land conveyed, granted or dedicated in any manner to the city for street, drainage, sewer or public utility purposes, provided that the Director of Public Works or designee may grant a revocable permit to the owner to construct such structure or to do such work when in their opinion the construction and maintenance thereof would not interfere with any city facilities located in such easement and would not be detrimental to the best interest of the city. (a) Such permit shall be subject to revocation at any time by the Director of Public Works or designee and would be subject to such terms and conditions as the city manager or designee may consider reasonable for the protection of the best interests of the city including but not limited to provisions that the permittee shall hold the city, its officers, agents and employees free and harmless from any liability for injuries to persons or property resulting from the construction or maintenance of such encroachment and that the removal of the structure when so requested by the city manager or designee shall be at the permittee's expense. (b) Such permit shall also provide that upon failure of the permittee to remove such structure within a reasonable time after notice from the city manager or his designee, the same may be abated and removed by the city and the cost thereof billed to the permitteee. (c) Notwithstanding PAMC Section 2.30.210(h), the Director of Public Works or their designee may execute a permit issued under this Chapter that includes the rent, lease, license or use of City real property for a term up to three years at a time. (d) If the City is required to move or alter City infrastructure in order to enable a parklet to be located in a specific location, the City may seek reimbursement of such costs as a condition of granting the permit. (e) Permits issued under this Chapter shall not be transferable. In the case a permittee intends to transfer operation of a parklet to another person, the new proposed operator must apply for a new permit. (f) No person shall encumber any City property interest granted under this Chapter and any such encumbrance shall be void as a matter of law. (g) Permits shall be issued only in areas designated pursuant to PAMC section 12.11.040. (h) Parklets shall not be eligible for an encroachment permit under PAMC Chapter 12.10. 12.11.030 Fees All applicable fees authorized by the City's Municipal Fee Schedule must be paid prior to the issuance or renewal of any permit issued under this Chapter. A permit shall not be valid unless and until all applicable fees are paid to the City. 12.11.040 Location and Uses of Parklets The City Council shall, by ordinance or resolution, designate area(s) of the City in which Director of Public Works or designee may issue permits for parklets under this Chapter. The City Council shall also specify the allowable uses for parklets in such area(s). Such designation does not 274_20230830_ts24 2 Item 9: Staff Report Pg. 3 Packet Pg. 533 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program require the City to issue a permit to any specific person or location within such area(s) or grant any vested rights to any person under this Chapter. 12.11.050 Regulations The Director of Public Works or designee may promulgate regulations relating to the use, placement, location, construction, maintenance, cleaning, operation, safety, and removal of parklets, as well as administration of this Chapter. This authority shall be construed as broadly as possible but shall not be interpreted to conflict with any other provision of this Chapter or other applicable laws. 12.11.060 Violations It is unlawful for any person to violate any provision or to fail to comply with any of the requirements of this chapter, any permits or conditions thereof granted under this chapter, and any regulations promluated under this chapter. Violators shall be subject to any penalty or penalties authorized by law, including but not limited to: suspension or termination of permit(s) granted under this Chapter; administrative enforcement pursuant to Chapters 1.12 and 1.16 of this code; and criminal enforcement pursuant to Chapter 1.08 of this code. Each separate day or any portion thereof during which any violation occurs or continues shall be deemed to constitute a separate offense. A person who is the holder of a permit which is terminated by the City under this Section shall not be eligible for any new permit under this Chapter for one year from either (1) the date of termination or (2) the date the parklet is fully removed from its location as determined by the City, whichever is later. 12.11.070 Violations Declared a Public Nuisance Any parklet constructed, altered, moved, replaced, or otherwise maintained, or any use of property in a manner contrary to the provisions of this chapter and all permits and regulations issued pursuant to it, is unlawful and a public nuisance, and the City may commence such action or actions, proceeding or proceedings as may be deemed appropriate for the abatement, removal, and enjoinment thereof in the manner provided by law, and shall take such other steps and shall apply to such court or courts as may have jurisdiction to grant such relief as will abate and remove such building or use and restrain and enjoin any person, firm, or corporation from constructing, altering, moving, replacing, or otherwise maintaining any parklet, or using any property in a manner contrary to the provisions of this title. The remedies permitted for a public nuisance shall not be exclusive and the City may take any enforcement action available under law. 12.11.080 Enforcement - Criminal Enforcement Authority The employee positions designated in this section are authorized to exercise the authority provided in California Penal Code section 836.5 for violations of this chapter. The designated employee positions are: (1) Chief Building Official; (2) City engineer; (3) code enforcement officer (including supervisor and lead); (4) Engineering Technician II I within the Public Works 274_20230830_ts24 3 Item 9: Staff Report Pg. 4 Packet Pg. 534 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program Department; (5) Senior Engineer within the Public Works Department; (6) Director of Public Works; and (7) Assistant Director of Public Works. SECTION 3. Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of Title 18 (Zoning) is amended to add a definition for 'Parklet' as follows (new text underlined): 18.04.030 Definitions (a) Throughout this title the following words and phrases shall have the meanings ascribed in this section. (112.1) "Parklet" means an fixed encroachment placed within a public right of way with appropriate safety installations and constructed in accordance with established standards with approval of a permit per PAMC Chapter 12.11. SECTION 4. Section 18.16.060 (Development Standards) of Chapter 18.16 (Neighborhood, Community, and Service Commercial Districts, CN, CC and CS Districts) of Title 18 (Zoning) is amended as follows: 18.18.060 Site Development Standards (h) Outdoor Sales and Storage: (1) In the CN district, all permitted office and commercial activities shall be conducted within a building, except for: (A) Incidental sales and display of plant materials and garden supplies occupying no more than 500 square feet of exterior sales and display area, (B) Farmers' markets that have obtained a conditional use permit, and (C) Recycling centers that have obtained a conditional use permit. (D) Parklets that have obtained a permit per PAMC Chapter 12.11. (2) In the CC district and in the CC(2) district, the following regulations shall apply to outdoor sales and storage: (A) Except in shopping centers, all permitted office and commercial activities shall be conducted within a building, except for: (i) Incidental sales and display of plant materials and garden supplies occupying no more than 2,000 square feet of exterior sales and display area, (ii) Outdoor eating areas operated incidental to permitted eating and drinking services or intensive retail uses, including parklets permitted under PAMC Chapter 12.11, (iii) Farmers' markets that have obtained a conditional use permit, and (iv) Recycling centers that have obtained a conditional use permit (B) Any permitted outdoor activity in excess of 2,000 square feet shall be subject to a conditional use permit; parklets on public property approved via permit per PAMC Chapter 12.11 are exempt from this section. 274_20230830_ts24 4 Item 9: Staff Report Pg. 5 Packet Pg. 535 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program (3) In the CS district, outdoor sales and display of merchandise, and outdoor eating areas operated incidental to permitted eating and drinking services shall be permitted subject to the following regulations: (A) Outdoor sales and display shall not occupy a total site area exceeding the gross building floor area on the site, except as authorized by a conditional use permit. Parklets on public property approved via permit per PAMC Chapter 12.11 are exempt from this section. SECTION 5. Section 18.18.060 (Development Standards) of Chapter 18.18 (Downtown Commercial CD District) of Title 18 (Zoning) is amended as follows: 18.18.060 Site Development Standards (h) Outdoor Sales and Storage: The following regulations shall apply to outdoor sales and storage in the CD district: (1) CD -C Subdistrict; In the CD -C subdistrict, the following regulations apply: (B) Any permitted outdoor activity in excess of 2,000 square feet shall be subject to a conditional use permit; parklets on public property approved via permit per PAMC Chapter 12.11 are exempt from this section. SECTION 6. Section 18.42.090 (Alcoholic Beverages) of Chapter 18.42 (Standards for Special Uses) of Title 18 (Zoning) shall be amended as follows: 18.42.090 Alcoholic Beverages (e Alcohol Service in Parklets on Rights of Way: Establishments that are allowed by the City to serve alcohol for onsite consumption by issuance of a conditional use permit ("CUP") as required in this section or as a legal nonconforming use, and that have both an on -sale license from the Department of Alcoholic Beverage Control ("ABC") and are duly authorized by ABC to serve alcohol in outdoor areas, shall be allowed to serve alcohol for onsite consumption without an amendment of the CUP in parklets on public property approved via permit per PAMC Chapter 12.11 or other outdoor uses approved via permit per any other relevant section of the PAMC. Outdoor alcohol service shall be in full compliance with all applicable regulations, including ABC regulations, as may be amended. SECTION 7. Section 18.52.040 (Off -Street Parking, Loading and Bicycle Facility Requirements) of Chapter 18.52 (Parking and Loading Requirements) of Title 18 (Zoning) shall be amended as follows: 18.52.40 Off -Street Parking, Loading and Bicycle Facility Requirements 274_20230830_ts24 S Item 9: Staff Report Pg. 6 Packet Pg. 536 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program (10) The area of a parklet permitted per Chapter 12.11 shall not be counted toward a business' gross floor area for the calculation of minimum off-street parking requirements whether within a parking assessment district or outside of parking assessment districts SECTION 8. Section 18.76.010 (Conditional Use Permit) and Section 18.76.020 (Architectural Review) of Chapter 18.76 (Permits and Approvals) of Title 18 (Zoning) shall be amended as follows: 18.76.010 Conditional Use Permit (b) Applicability (4) Establishments that are allowed by the City to serve alcohol for onsite consumption by issuance of a conditional use permit ("CUP") as required in this section or as a legal nonconforming use, and that have both an on -sale license from the Department of Alcoholic Beverage Control ("ABC") and are duly authorized by ABC to serve alcohol in outdoor areas, shall be allowed to serve alcohol for onsite consumption without an amendment of the CUP in parklets on public property approved via permit per PAMC Chapter 12.11 or other outdoor uses approved via permit per any other relevant section of the PAMC. Outdoor alcohol service shall be in full compliance with all applicable regulations, including ABC regulations, as may be amended. 18.76.020 Architectural Review (b) Applicability (1) Exempt Projects. The following projects do not require architectural review: (D) Parklets as defined in Chapter 18.04 and permitted per permit under Chapter 12.11, and signs that comply with the City's adopted parklet standards affixed to parklets shall not require Architectural Review approval. Notwithstanding PAMC Sections 18.77.077 and 18.76.020, architectural review shall not be recuired for proposed outdoor eating and drinking service areas or signage affixed to such parklets. SECTION 9. Section 16.20.100 (Prohibited Locations) of Chapter 16.20 (Signs) of Title 16 (Building Regulations) shall be amended as follows: 16.20.100 Prohibited Locations Unless otherwise expressly provided in this chapter, all signs shall comply with the following location requirements: (a) Public Property. No sign shall be placed on any public property, including but not limited to any city building, sidewalk, crosswalk, curb, street lamp post, hydrant, tree, shrub, tree stake or guard, railroad trestle, electric light or power or telephone or telegraph wire pole or wire appurtenance thereof or upon any fixture of the fire alarm system or upon any lighting system, street sign or traffic sign, except for signs that comply with the City's 274_20230830_ts24 6 Item 9: Staff Report Pg. 7 Packet Pg. 537 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program adopted parklet standards affixed to parklets permitted via permit per PAMC Chapter 12.11. SECTION 10. Severability If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. SECTION 11. Environmental Review The Council finds that the Ordinance is categorically exempt from CEQA under CEQA Guidelines Sections 15301 (existing facilities) and 15304(e) (minor temporary use of land having negligible or no permanent effects on the environment). // // // // // // // // // // // // // // 274_20230830_ts24 7 Item 9: Staff Report Pg. 8 Packet Pg. 538 of 638 NOT YET ADOPTED Item 9 Attachment A - Ordinance Creating an Ongoing Parklet Program SECTION 12. Effective Date and Enforcement This Ordinance shall be effective on April 1, 2024 or 31 days after adoption, whichever is later. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Public Works Director of Planning & Development Services 274_20230830_ts24 g Item 9: Staff Report Pg. 9 Packet Pg. 539 of 638 CItem 10 Staff Report Item 10 CITY OF PALO ALTO City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: October 2, 2023 Report #:2309-2033 TITLE SECOND READING: Ordinance Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue (FIRST READING: September 12, 2023 PASSED 7-0) BACKGROUND This was heard by the City Council on September 12, 2023 for a first reading and was approved 7-0. No changes were made to the Ordinance; it is now before you for a second reading. ATTACHMENTS Attachment A: Draft Ordinance Approving the Development Agreement APPROVED BY: Mahealani Ah Yun, Interim City Clerk Item 10: Staff Report Pg. 1 Packet Pg. 540 of 638 Not yet adopted Ordinance No. Item 10 Attachment A - Draft Ordinance Approving the Development Agreement Ordinance of the Council of the City of Palo Alto Approving a Development Agreement with SI 45, LLC, for the 14.65 -acre Property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Determinations A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development, the Legislature of the State of California enacted Sections 65864 et seq. of the Government Code, which authorizes the City and any person holding a legal or equitable interest in the subject real property to enter into a development agreement, establishing certain development rights in the property, which is the subject of the development project application. B. SI 45, LLC ("Applicant" or "Owner") has a legal interest in certain real property located in the City consisting of approximately 14.65 acres and commonly known as 200-404 Portage Avenue, 3201-3225 Ash Street, 3040-3250 Park Boulevard and 278 Lambert Street in Palo Alto, California (collectively, the "Property"). C. At the conclusion of a City Council ad hoc committee process, Owner applied in the Fall of 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for Property. D. The Project proposes to redevelop the Property by: (I) Removing approximately 84,000 sf of the cannery building located at 200-404 Portage Avenue to accommodate development of 74 townhomes. (ii) Restoring and rehabilitating the remaining portion of the cannery, retaining the same area of existing R&D uses in the cannery, and including the Retail/Display and Outdoor Seating Area; (iii) Constructing a two -level parking garage to facilitate dedication of an approximately 3.25 -acre parcel to the City; (iv) Merging and resubdividing the Property into five parcels to facilitate the Project and dedication of the approximately 3.25 -acre parcel; (v) Retaining the existing office uses of the existing 3201-3225 Ash Street building; (vi) Retaining and converting the existing 3250 Park Boulevard building from the current automotive uses to R&D use; and (vii) Developing 74 Townhomes. 0160111_20230823_ay16 1 Item 10: Staff Report Pg. 2 Packet Pg. 541 of 638 Not yet adopted Item 10 Attachment A - Draft Ordinance Approving the Development Agreement E. The purpose of Government Code Sections 65864 to 65869.5 is to authorize municipalities, in their discretion, to establish certain development rights in real property for a period of years regardless of intervening changes in land use regulations. As authorized by Government Code Section 65865(c), the City has adopted Resolution No. 7104, establishing procedures and requirements for consideration of development agreements in Palo Alto. This Development Agreement has been processed, considered, and executed in accordance with such procedures and requirements. F. Notice of intention to consider this Development Agreement has been given pursuant to Government Code section 65867. G. The City's Planning and Transportation Commission and City Council have given notice of intention to consider this Development Agreement, have conducted public hearings thereon pursuant to Government Code section 65867 and City's Resolution No. 7104, and the City Council has found that the provisions of this Development Agreement are consistent with City's Comprehensive Plan, as amended. H. The City has prepared an EIR for the Project and, through Resolution No. certified the EIR, adopted a mitigation monitoring and reporting program, and made a statement of overriding considerations prior to the execution of this Agreement. SECTION 2. The City Council hereby approves the Development Agreement between the City of Palo Alto and SI 45, LLC, a copy of which is attached hereto as Exhibit "A," and authorizes the Mayor to execute the Agreement on behalf of the City. SECTION 3. The City Clerk is directed to cause a copy of the development agreement to be recorded with the County Recorder not later than ten (10) days after it becomes effective. SECTION 4. The City Council adopts this ordinance in accordance with the California Environmental Quality Act ("CEQA") findings adopted by Resolution No // // // // // // // 0160111_20230823_ay16 2 Item 10: Staff Report Pg. 3 Packet Pg. 542 of 638 Not yet adopted Item 10 Attachment A - Draft Ordinance Approving the Development Agreement SECTION 5. This ordinance shall be effective upon the thirty-first (31st) day after its adoption. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: NOT PARTICIPATING: ABSENT: ATTEST: APPROVED: City Clerk Mayor Assistant City Attorney City Manager Director of Planning and Development Services 0160111_20230823_ay16 3 Item 10: Staff Report Pg. 4 Packet Pg. 543 of 638 Not yet adopted EXHIBIT A See Attachment D to staff report 2306-1663 Item 10 Attachment A - Draft Ordinance Approving the Development Agreement 0160111_20230823_ay16 4 Item 10: Staff Report Pg. 5 Packet Pg. 544 of 638 CItem 11 Staff Report Item 11 CITY OF PALO ALTO City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: October 2, 2023 Report #:2309-2034 TITLE SECOND READING: Ordinance Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340-404 Portage Avenue from Multiple Family Residential (RM-30) to PC Planned Community Zone (FIRST READING: September 12, 2023 PASSED 7-0) BACKGROUND This was heard by the City Council on September 12, 2023 for a first reading and was approved 7-0. No changes were made to the Ordinance; it is now before you for a second reading. ATTACHMENTS Attachment A: Draft Ordinances for Planned Community Rezonings APPROVED BY: Mahealani Ah Yun, Interim City Clerk Item 11: Staff Report Pg. 1 Packet Pg. 545 of 638 CANNERY *NOT YET APPROVED* Ordinance No. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 340-404 Portage Avenue from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC- ) for the Partial Demolition and Historic Restoration/Rehabilitation of the Cannery Building for Research and Development Use The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. include information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits applicable solely and exclusively for 340-404 Portage Avenue (the "Subject Property") as depicted and legally described on Exhibit A. 0]60112 20230823_ay16 1 Item 11: Staff Report Pg. 2 Packet Pg. 546 of 638 CANNERY *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j (g) After study sessions on October 12, 2022 and October 26, 2022, the Planning and Transportation Commission ("PTC"), at its meeting of November 30, 2022, acted favorably on the Owner's request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ("PAC") on January 19, 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February 7, 2023 and June 6, 2023. (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0]60112 20230823_ay16 2 Item 11: Staff Report Pg. 3 Packet Pg. 547 of 638 CANNERY *NOT YET APPROVED* SECTION 2. Amendment of Zoning Map. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map," is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to "PC Planned Community Zone ". SECTION 3. Project Description. The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Construction of a one -level parking garage; (b) Demolition of approximately 84,000 square feet of the existing cannery building restoration, rehabilitation and maintenance of the remaining cannery building in accordance with the Development Agreement and Architectural Review. (c) Construction of an approximately 2,600 square foot retail/interpretive display space within the remaining cannery building and an adjacent outdoor seating area ("Retail Area") in accordance with the Development Agreement and Architectural Review. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(c): (1) Research and Development as defined in Palo Alto Municipal Code section 18.04.030(a)(123) as of the Effective Date of this Ordinance and set forth in full below: "Research and development" means a use engaged in the study, testing, engineering, product design, analysis and development of devices, products, processes, or services related to current or new technologies. Research and development may include limited manufacturing, fabricating, processing, assembling or storage of prototypes, devices, compounds, products or materials, or similar related activities, where such activities are incidental to research, development or evaluation. Examples of "research and development" uses include, but are not limited to, computer software and hardware firms, computer peripherals and related products, electronic research firms, biotechnical and biomedical firms, instrument analysis, genomics, robotics and pharmaceutical research laboratories, and related educational development. Research and development may include the storage or use of hazardous materials in excess of the exempt quantities listed in Title 15 of the Municipal Code, or etiological (biological) agents up to and including Risk Group 3 or Bio Safety Level 3 classifications as defined by the National Institute of Health (NIH) 0]60112 20230823_ay16 3 , Item 11: Staff Report Pg. 4 , Packet Pg. 548 of 638 CANNERY *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j or the Center for Disease Control (CDC). Higher classification levels of etiological (biological) agents are not allowed without express permission of the City Manager, Fire Chief, and Police Chief. Related administrative uses such as finance, legal, human resources, management, marketing, sales, accounting, purchasing, or corporate offices; provisions of services to others on or off -site; and related educational uses may also be included provided they remain primarily supportive of the primary uses of "research and development" and are part of the same research and development firm. (2) Retail service or Retail -like uses, except Hotels, Theaters, Commercial nurseries, Auto dealerships, and liquor stores. (3) Multiple -family residential. (4) Public facilities, including display of interpretive materials regarding the history of the historic cannery building and use. (b) The following land uses shall be conditionally permitted, subject to the limitations stated in Section 4(c): (1) Retail service or Retail -like uses excluded in Section 4(a)(2). (c) Special limitations on land uses include the following: (1) A maximum of 140,174 square feet may be devoted to Research and Development (excluding an approximately 10,000 square foot exterior, covered area on the southwest corner of the building ("Covered Area"), which is currently used as an entry and outdoor seating area, parking, and screened storage, as depicted in Exhibit B. The Covered Area may remain in such use by the existing tenant as of the date of this Ordinance. Following termination of tenancy by the existing tenant, the Covered Area shall be converted such that it no longer meets the City's then -existing definition of "Floor Area."). (2) The Retail Area may be occupied by Retail or Retail -like uses per Section 4 (a) and (b), above, or Public Facility uses only and shall be subject to a recordable covenant governing public access to the historic interpretive materials provided onsite pursuant to the terms of the Development Agreement. // // 0]60112 20230823_ay16 4 Item 11: Staff Report Pg. 5 , Packet Pg. 549 of 638 CANNERY *NOT YET APPROVED* Plans. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings SECTION 5. Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those as set forth in the Project (b) Historic Maintenance Covenant: As provided in the Development Agreement, the Owner shall record a historic maintenance covenant, in a form acceptable to the City Attorney, to ensure maintenance of the Remaining Cannery in accordance with the Project Plans. (c) Parking and Loading Requirements: The Owner shall provide parking and loading as set forth in the Project Plans. The parking requirements are adopted in consideration of a Transportation Demand Management (TDM) Plan, which is attached hereto and incorporated herein by reference. (d) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) — (c) above shall require an amendment to this Planned Community zone, except as provided in the recorded Historic Maintenance Covenant and/or Project Plans. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (e) Develo ament Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits. (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for 0]60112 20230823_ay16 5 Item 11: Staff Report Pg. 6 Packet Pg. 550 of 638 CANNERY *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. SECTION 8. Effective Date This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0]60112 20230823_ay16 6 Item 11: Staff Report Pg. 7 Packet Pg. 551 of 638 CANNERY *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Exhibit B: Covered Area Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings 0160112 20230823_ay16 7 Item 11: Staff Report Pg. 8 , Packet Pg. 552 of 638 TOWNHOMES *NOT YET APPROVED* Ordinance No. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 200-404 Portage/3040-3200 Park Boulevard from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC- ) for the Partial Demolition of the Cannery Building and Construction of Multifamily Residential Units. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. include information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and are incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and 0160113 20230823 ay16 1 Item 11: Staff Report Pg. 9 Packet Pg. 553 of 638 TOWNHOMES *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezoningsj required public benefits applicable solely and exclusively for 200-404 Portage/3040-3200 Park Boulevard (the "Subject Property") as depicted and legally described on Exhibit A. (g) After study sessions on October 12, 2022 and October 26, 2022, the Planning and Transportation Commission ("PTC"), at its meeting of November 30, 2022, acted favorably on the Owner's request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ("PAC") on January 19, 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February 7, 2023 and June 6, 2023. (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the 0160113 20230823 ay16 2 Item 11: Staff Report Pg. 10 Packet Pg. 554 of 638 TOWNHOMES *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map," is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to "PC Planned Community Zone ". SECTION 3. Project Description. The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Demolition of a portion of the existing cannery building, as described in more detail in the Development Agreement, to facilitate the construction of 74 market -rate townhome units. SECTION 4. Land Uses (a) The following land uses shall be permitted: (1) Multiple family residential. (2) Accessory Facilities and uses customarily incidental to permitted uses (3) Home Occupations, when accessory to permitted residential uses. (4) Horticulture, Gardening, and Growing of food products for consumption by occupants of a site SECTION 5. Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the Townhome Buildings set forth in the Project Plans. (b) Parking and Loading Requirements: The Owner shall provide parking and loading as set forth in the Project Plans. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: 0160113 20230823 ay16 3 Item 11: Staff Report Pg. 11 Packet Pg. 555 of 638 TOWNHOMES *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) — (b) above shall require an amendment to this Planned Community zone. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (d) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits. (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. // // // 0160113 20230823 ay16 4 Item 11: Staff Report Pg. 12 Packet Pg. 556 of 638 TOWNHOMES *NOT YET APPROVED* SECTION 8. Effective Date Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0160113 20230823 ay16 5 Item 11: Staff Report Pg. 13 , Packet Pg. 557 of 638 TOWNHOMES *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings 0160113 20230823 ay16 6 Item 11: Staff Report Pg. 14 , Packet Pg. 558 of 638 ASH BUILDING *NOT YET APPROVED* Ordinance No. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201-3225 Ash Street from Multiple Family Residential (RM- 30) to PC Planned Community Zone (PC- ) for the Maintenance of an Existing Office Building in Association with a Development Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. includes information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and are incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits applicable solely and exclusively for 3201-3225 Ash Street (the "Subject Property") as depicted and legally described on Exhibit A. 0160114_20230823_ay16 1 Item 11: Staff Report Pg. 15 Packet Pg. 559 of 638 ASH BUILDING *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j (g) After study sessions on October 12, 2022 and October 26, 2022, the Planning and Transportation Commission ("PTC"), at its meeting of November 30, 2022, acted favorably on the Owner's request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ("PAC") on January 19, 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February 7, 2023 and June 6, 2023. (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0160114_20230823_ay16 2 Item 11: Staff Report Pg. 16 Packet Pg. 560 of 638 ASH BUILDING *NOT YET APPROVED* SECTION 2. Amendment of Zoning Map. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map," is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to "PC Planned Community Zone ". SECTION 3. Project Description. The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Retention of the existing building at 3201-3225 Ash Street. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(c): (1) Those uses permitted in the Research, Office and Limited Manufacturing (ROLM) District on the effective date of this ordinance, except manufacturing uses, subject to the regulations contained in Title 18 of the Palo Alto Municipal Code. (2) Multiple -family residential. (b) The following land uses shall be conditionally permitted: (1) Those uses conditionally permitted in ROLM District on the effective date of this ordinance. (c) Special limitations on land uses include the following: (1) A maximum of 4,707 square feet of the existing building may be devoted to uses permitted or conditionally permitted in the ROLM District, expressly including general office uses. SECTION 5. Site Development Regulations and Development Schedule (a) Develo 3ment Standards: Development standards for the Subject Property shall be those conforming to the 4,707 square foot building 3201-3225 Ash Street existing as of the effective date of this ordinance, except that the development standards for a multiple -family residential use shall be those applicable to the RM-30 zone district. 0160114_20230823_ay16 3 Item 11: Staff Report Pg. 17 Packet Pg. 561 of 638 ASH BUILDING *NOT YET APPROVED* (b) Parking and Loading Requirements: Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings The Owner shall provide parking and loading as required by the Project Plans. The parking requirements are adopted in consideration of a Transportation Demand Management (TDM) Plan, which is incorporated herein by reference and a recorded off -site parking covenant will be required with the City as a third -party beneficiary. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: The Development Plan does not contemplate any new construction on the Subject Property except as provided the Project Plans. Any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) — (b) above shall require an amendment to this Planned Community zone. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (d) Development Schedule: The Project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits and Monitoring (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. // // 0160114_20230823_ay16 4 Item 11: Staff Report Pg. 18 Packet Pg. 562 of 638 ASH BUILDING *NOT YET APPROVED* SECTION 7. Environmental Review Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. SECTION 8. Effective Date This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0160114_20230823_ay16 5 Item 11: Staff Report Pg. 19 , Packet Pg. 563 of 638 ASH BUILDING *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings 0160114_20230823_ay16 6 Item 11: Staff Report Pg. 20 , Packet Pg. 564 of 638 PARK BUILDING *NOT YET APPROVED* Ordinance No. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential (RM- 30) to PC Planned Community Zone (PC- ) for the Maintenance of an Existing Commercial Building in Association with a Development Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. includes information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits applicable solely and exclusively for 3250 Park Boulevard (the "Subject Property") as depicted and legally described on Exhibit A. 0160115_20230823_ay16 1 Item 11: Staff Report Pg. 21 Packet Pg. 565 of 638 PARK BUILDING *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j (g) After study sessions on October 12, 2022 and October 26, 2022, the Planning and Transportation Commission ("PTC"), at its meeting of November 30, 2022, acted favorably on the Owner's request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ("PAC") on January 19, 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February 7, 2023 and June 6, 2023. (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth in Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0160115_20230823_ay16 2 Item 11: Staff Report Pg. 22 Packet Pg. 566 of 638 PARK BUILDING *NOT YET APPROVED* SECTION 2. Amendment of Zoning Map. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map," is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to "PC Planned Community Zone ". SECTION 3. Project Description. The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Conversion of approximately 11,762 square feet of an existing building at 3250 Park Boulevard to Research and Development uses. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(b): (1) Automotive Services. (2) Research and Development. (3) Multiple -Family Residential. (4) Accessory facilities and activities customarily associated with or essential to permitted uses, and operated incidental to the principal use. (b) Special limitations on land uses include the following: (1) A maximum of 11,762 square feet within the existing building may be devoted to uses Automotive Services or Research and Development uses, including any accessory uses. SECTION 5. Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the 11,762 square foot building at 3250 Park Boulevard existing as of the effective date of this ordinance. (b) Parking and Loading Requirements: The Owner shall provide off-street parking and loading as set forth in the Project Plans. The parking requirements are adopted in consideration of a Transportation Demand Management (TDM) Plan, which is attached hereto and incorporated herein by reference. 0160115_20230823_ay16 3 Item 11: Staff Report Pg. 23 Packet Pg. 567 of 638 PARK BUILDING *NOT YET APPROVED* Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: The Development Plan does not contemplate any new construction on the Subject Property. Any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) — (b) above shall require an amendment to this Planned Community zone. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (d) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits. (a) Public Benefits Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. // // 0160115_20230823_ay16 4 Item 11: Staff Report Pg. 24 Packet Pg. 568 of 638 PARK BUILDING *NOT YET APPROVED* SECTION 8. Effective Date Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0160115_20230823_ay16 5 Item 11: Staff Report Pg. 25 , Packet Pg. 569 of 638 PARK BUILDING *NOT YET APPROVED* Exhibit A: Subject Property Plat and Legal Description Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings 0160115_20230823_ay16 6 Item 11: Staff Report Pg. 26 , Packet Pg. 570 of 638 BMR/PARK DEDICATION *NOT YET Ordinance No. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 270 Lambert from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC- ) for the Provision of a Park and Construction of Affordable Housing in Association with a Development Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. (a) At the conclusion of a City Council ad hoc committee process and City Council pre- screening on August 1, 2022, SI 45, LLC, ("the Owner") applied in the Fall 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the "Project") for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 270 Lambert Avenue (the "Project Site"). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. (the "Development Agreement"). All references in this ordinance to the Development Agreement are for informational purposes only; this ordinance does not affect the rights and obligations of the parties stated in the Development Agreement nor extend its applicability to the Subject Property beyond the terms stated in the Development Agreement. (c) The Tentative Map and Final Map associated with the Project, including exceptions and conditions of approval, approved by Record of Land Use Action No. (the "Tentative Map") will merge the Project Site and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of and to facilitate this dedication, existing and proposed uses on the other four (4) newly created parcels require Planned Community (PC) Zoning. (d) The Architectural Review associated with the Project, including conditions of approval, approved by Record of Land Use Action No. includes information on the existing and proposed improvements on the Project Site (the "Architectural Review"). (e) The approved Tentative Map and the Architectural Review shall be known collectively as the "Project Plans" and are incorporated herein by reference. (f) This Ordinance is one of five (5) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and 0]60116 20230823_ay16 1 Item 11: Staff Report Pg. 27 Packet Pg. 571 of 638 BMR/PARK DEDICATION *NOT YET Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings j required public benefits applicable solely and exclusively for 270 Lambert (the "Subject Property"), depicted and legally described on Exhibit A. (g) After study sessions on October 12, 2022 and October 26, 2022, the Planning and Transportation Commission ("PTC"), at its meeting of November 30, 2022, acted favorably on the Owner's request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC - (h) The Project was considered by the Public Art Commission ("PAC") on January 19, 2023, and the Palo Alto Bicycle Advisory Committee ("PABAC") on February 7, 2023 and June 6, 2023. (i) After a study session on January 12, 2022, the Historic Review Board ("HRB"), at its meeting of May 25, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (j) After a study sessions on December 15, 2022, January 19, 2022, and a public hearing on April 6, 2023, the Architectural Review Board ('ARB"), at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the Project, with certain recommended conditions and considerations. (k) The PTC, after a duly noticed public hearing held on July 12 and July 26, 2023, considered the Environmental Impact Report ("EIR"), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map and Architectural Review. (1) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PAC, PABAC, HRB, ARB and PTC, certified the EIR and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (m) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (6)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Mixed Use for the Subject Property) as set forth the Record of Land Use Action No. , and are compatible with existing and potential uses on adjoining sites or within the general vicinity. 0]60116 20230823_ay16 2 Item 11: Staff Report Pg. 28 Packet Pg. 572 of 638 BMR/PARK DEDICATION *NOT YET SECTION 2. Amendment of Zoning Map. Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map," is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to "PC Planned Community Zone ". SECTION 3. Project Description. The Project as a whole is described in the Development Agreement and the Project Plans. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Dedication of approximately 3.25 acres of land to the City for use as public park and for the development of affordable housing. SECTION 4. Land Uses (a) The following land uses shall be permitted (1) Public Facilities (2) Multiple -Family Residential SECTION 5. Site Development Regulations and Development Schedule (a) Develo oment Standards: Approximately one acre of the Subject Property shall be utilized as the site for an affordable housing project; approximately 2.25 acres of the Subject Property shall be utilized as the site for a public park. The development standards for these uses shall be in conformance with such plans that are approved by the City Council for the Subject Property. (b) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan shall require an amendment to this Planned Community zone in accordance with Palo Alto Municipal Code Chapter 18.38. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (c) Development Schedule: The development schedule for the Subject Property shall be in accordance with future approvals for specific development plans. 0]60116 20230823_ay16 3 Item 11: Staff Report Pg. 29 Packet Pg. 573 of 638 BMR/PARK DEDICATION *NOT YET SECTION 6. Public Benefits. (a) Public Benefits Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings Development of the Project Site under the provisions of the Development Agreement and PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefits are provided by the Project as a whole and set forth in the Development Agreement. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the Owner shall request that the City review the for compliance with the PC district regulations and the conditions of the ordinance under which the district was created, as applicable only to the Subject Property. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review An EIR for the Project was prepared in accordance with the California Environmental Quality Act. The City Council adopted Resolution No. certifying the adequacy of the EIR. // // // // // // // // // 0]60116 20230823_ay16 4 Item 11: Staff Report Pg. 30 Packet Pg. 574 of 638 BMR/PARK DEDICATION *NOT YET SECTION 8. Effective Date Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Development Services 0]60116 20230823_ay16 5 Item 11: Staff Report Pg. 31 Packet Pg. 575 of 638 BMR/PARK DEDICATION *NOT YET Exhibit A: Subject Property Plat and Legal Description Item 11 Attachment A - Draft Ordinances for Planned Community Rezonings 0160116 20230823_ay16 6 Item 11: Staff Report Pg. 32 Packet Pg. 576 of 638 CItem 12 Staff Report Item 12 CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Community Services Meeting Date: October 2, 2023 Report #:2307-1737 TITLE Receive the Human Relation Commission's Recommendations on the Evaluation and Celebration of Additional Dates to Advance Race & Equity, Including Through City Recognition and City Paid Holidays and Provide Direction to Staff on Further Actions. CEQA status — not a project. RECOMMENDATION Staff recommends that City Council: 1. Receive the Human Relation Commission's recommendations responding to the Council referral on the evaluation and celebration of additional dates to Advance Race & Equity and provide direction to staff on the implementation of HRC recommendations including which to further pursue (subject to meet -and -confer as necessary). 2. Refer the proposed standard framework and procedure for considering City recognition of events, individuals, and celebrations to staff for further review and refinement. EXECUTIVE SUMMARY The Human Relations Commission is responding to a Council referral to consider ways to recognize key dates to advance race and equity. In doing so, they also created a standard framework and procedure when considering City recognition of events, individuals, and celebrations for the Council's consideration. Concurrent with the HRC review, the City Council has successfully completed multi -year contracts with all the City's labor groups which included discussions surrounding recognition of key dates to advance race and equity. New contracts include a new provision, implemented in summer 2023, for a Day of Reflection/Historical Significance as a floating holiday for employees to be taken on any workday. Any changes to the City's designated holidays would require a change to Palo Alto Municipal Code Section 2.08.100; a City holiday determines whether "municipal Item 12: Staff Report Pg. 1 Packet Pg. 577 of 638 Item 12 Item 12 Staff Report business" is to be suspended and would also require staff to meet and confer with the City's employee bargaining units. BACKGROUND On March 7, 2022, Council considered a Colleagues' Memo from Mayor Burt and Vice Mayor Kou titled Recognizing Key Dates to Advance Race & Equity' in which they recommended the local recognition and celebration of dates of historic significance that provide "an important opportunity to increase community awareness and for us to acknowledge the struggles and accomplishments of groups who have been fundamental to the development of American society." As the Human Relations Commission (HRC) has previously played a strong role in engaging on issues related to diversity in the community, it was suggested that the Commission give helpful input on how the dates identified in the Colleagues' Memo could be celebrated, and the evaluation of the other possible holidays/remembrance days mentioned. The Council provided the following direction in the motion that passed (7-0) on March 7, 2022: MOTION: The City Council voted to formally recognize and celebrate the following dates: A. Juneteenth, Cesar Chavez and Dolores Huerta Day, and add Indigenous Peoples' Day as dates of historic significance, and May as Asian American Native Hawaiian/Pacific Islander Heritage Month; B. Authorize Proclamations celebrating the above dates; C. Refer to the Human Relations Commission recommendations on how to best recognize and celebrate these dates (ones above); and D. Ask the HRC to evaluate recognition of Holocaust Remembrance Day and Armenian Remembrance Day and evaluate if October llth should be re -designated as Italian Heritage Day. 1 City Council, March 7, 2022; Agenda Item #7. https://www.cityofpaloalto.org/files/assets/public/agendas- minutes-reports/agendas-minutes/city-council-agendas-minutes/2022/20220307/20220307pccsmamendedfinal- linked. adf Item 12: Staff Report Pg. 2 , Packet Pg. 578 of 638 Item 12 Item 12 Staff Report The HRC discussed the Council referral at its meetings on June 9, 20222, August 11, 20223, and September 8, 20224, and used as background and discussion guide a reports written by Human Services staff. The June meeting was a discussion to review the staff report and ask questions about the referral, and motions were entertained at the August 11th and September 8th, 2022 meetings. Specifically, the HRC was asked to consider: • How best to recognize and celebrate the holidays listed in the Council motion • Evaluation of the addition of Holocaust Remembrance Day and Armenian Remembrance Day for local recognition • Whether October 11th should be re -designated as 'Italian Heritage Day' (note: the HRC recommendation on this was reported to Council on September 12, 20226) At the August 11th meeting, the Commission discussed and made a recommendation related to the observance of the second Monday in October. The motion passed 2-1 with one commissioner absent. HRC MOTION: The HRC recommends that the second Monday in October be recognized as Indigenous Peoples' Day and Columbus Day to be as inclusive as possible. The HRC's recommendation on the observance of the second Monday in October was brought to the Council on September 12, 2022. There was a consensus by the Council that the name of the holiday should not include reference to Columbus Day, but that there continue to be a recognition of the contributions of Italian Americans in the community, therefore, a motion was passed to recognize the second Monday of October as "Indigenous People's Day and Italian Heritage Day"7. 2 Human Relations Commission, June 9, 2022; Agenda Item #3. https://www.cityof3aloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/human-relations- co m m iss i o n/2022/6.09/20220609a h rcr. pdf 3 Human Relations Commission, August 11, 2022; Agenda Item #4. https://www.cityofaaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/human-relations- commission/2022/8.11/8-11-22-a 7,enda.pdf 4 Human Relations Commission, September 8, 2022; Agenda Item #5. https://www.cityofpaloalto.org/files/assets/public/community-services/human-relations- commission/agendas/2022/9-8-22-hrc-agenda.pdf s Human Relations Commission, June 9, 2022; Agenda Item #3. https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/human-relations- commission/2022/6.09/20220609cmrhrc3.pdf 6 City Council, September 12, 2022; Agenda Item #11; SR #14689. https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-m i n utes/2022/20220912/20220912pccsm-amended-v2. pdf City Council, September 12, 2022; Agenda Item #11; Action Minutes. https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-m i n utes/2022/20220912/20220912a mccsm. pdf Item 12: Staff Report Pg. 3 , Packet Pg. 579 of 638 CItem 12 Staff Report Item 12 The HRC resumed discussion and consideration of the remaining Council referrals at their September 8, 2022 meeting$. The Commission also reviewed a framework to present to Council for use when considering new holidays/observance days in the future and used this framework as a "test run" in the review and consideration of the Council referred dates of significance. ANALYSIS As summarized above, the HRC had multiple discussions related to the referral from Council. This work has followed two specific actions, 1) establishing a standard framework for when considering City recognition activities, and 2) specifically addressing the days of significance the Council requested direction on. This is a report back on the Commission's discussion and is organized into these two categories. Staff recommend that the Council receive this report and the Commission's recommendations and provide direction to staff on desired next steps including, but not limited to, referring to staff further work on the framework and procedure as well as any further actions to direct staffs work on recognition of specific days of significance. HRC Proposed Standard Framework & Procedure When Considering City Recognition Activities In responding to the Council referral, the HRC felt that it was important to create and utilize a standard framework and procedure when considering City recognition of events, individuals, and celebrations to ensure a process that is easy to follow, fair and inclusive of our diverse population. Chair Kaloma Smith stated that understanding, acknowledging, and celebrating events important to different sectors of the community is modeling growth through cultural competency. The HRC is recommending that the Council consider the draft framework and request that staff refine it, create a visual "decision tree" to help individuals work through the process, and post on the City's website. The elements of the framework are outlined below. Categories Calls to Service (Service Events, Days of Service Times of Celebration Awareness Days/Months Days of Remembrance Affinity Group Celebrations Description Celebrations of people or events that are a match to the promotion of service within the community Of people, events, and/or issues Bring forth awareness of social issues that affect the community, i.e., suicide prevention; and the awareness and honoring of the history, triumphs and struggles of different sectors of the community City recognition of significant past events and/or persons Recognition of different groups and their times of celebration 8 Human Relations Commission, September 8, 2022; Agenda Item #5. Action Minutes. https://www.cityofpaloaIto.orti/files/assets/public/community-services/human-relations- commission/minutes/2022/9-8-22-hrc-minutes.pdf Item 12: Staff Report Pg. 4 Packet Pg. 580 of 638 CItem 12 Staff Report Item 12 Process for submission of consideration: • Council Initiated • Community Initiated • Staff Initiated • Commission Initiated Types of Approval: • Commission recommendation to Council • Staff Approved • Council Approved Levels of Recognition/Celebration: * Level Description Base Level Proclamation/Certificate of Recognition Mid -Level Medium level of staff/financial resources required (i.e., Co-sponsorship, Division/Department level assistance). Other local resources available/partners available. High Level Significant level of staff/financial resources required. Multiple Departments involved * It is important to note that the "level of recognition" refers to the level of city staff work/partners involvement in the recognition and does not correlate to the significance of the event. Council Referral Requesting the Review of Days of Significance The City Council requested recommendations from the HRC on the following: Juneteenth, Cesar Chavez and Dolores Huerta Day, Indigenous Peoples' Day and Italian Heritage Day, Asian American Native Hawaiian/Pacific Islander Heritage Month, Holocaust Remembrance Day, and Armenian Remembrance Day. The HRC's recommendations to Council on the two specific referrals are discussed below and all passed 4-0 by the Commission. 1) Consideration of recognition of Holocaust Remembrance Day and Armenian Remembrance Day - The HRC discussion centered around comments from Councilmembers at their March 7, 2022 meeting on the importance of knowledge and education of important events in history. MOTION: The HRC recommends to Council that it formally add Holocaust Remembrance Day and Armenian Remembrance Day for local recognition. 2) Consideration of how best to recognize and celebrate a series of Holidays, including Juneteenth, Cesar Chavez Day, Dolores Huerta Day, Indigenous Peoples' Day, Asian American, Item 12: Staff Report Pg. 5 Packet Pg. 581 of 638 CItem 12 Staff Report Item 12 Native Hawaiian, Pacific Islander (AANHPI) month, Holocaust Remembrance Day and Armenian Remembrance Day. The HRC discussion centered around how best to recognize and celebrate the events and individuals below and included those in the recommendations. As mentioned above, the HRC utilized the framework referenced above as a "test run" in the review and consideration of the Council referred dates of significance below. In doing so, they discovered that events could fit into several categories and that the level of recognition could change based on the availability of internal and external resources. In response to the HRC suggestion that Juneteenth and Cesar Chavez Days be paid days off for City employees, the HRC staff liaison shared that that the City was considering the concept of a floating holiday, so that employees could choose a day of historical significance to them. Feedback from the HRC was that establishing certain days as paid days off, instead of letting staff choose, gives weight, meaning and awareness of a day and shows what a community values. Attachment A provides a summary of the HRC's "test run;" below is a table outlining the recommendation for recognition and celebration of the days requested. Holiday/Day of Significance HRC Recommendation for Recognition & Celebration Summarized Juneteenth, June 19 • Add to the City's paid holidays • City join East Palo Alto in annual celebration event(s) Cesar Chavez, March 31 Dolores Huerta, April 10 • Add March 31 (state recognized day for Cesar Chavez) to the City's paid holidays and recognize both, Cesar Chavez Day and Dolores Huerta Day • City to connect with local LatinX and women's groups to support and create awareness of Cesar Chavez and Dolores Huerta Day Indigenous Peoples' Day, 2nd Monday October • Recognize as both Columbus Day and Indigenous Peoples' Day > Currently recognized as a City paid holiday and referred to as "Indigenous Peoples' Day and Italian Heritage Day", removing reference to Columbus Day as of 2022 • City to connect with local Indigenous groups to support existing activities and to create new ones, such as a land acknowledgement ceremony at City Hall Asian American, Native Hawaiian, Pacific Islander (AANHPI) month, May • City to connect with local AANHPI affinity groups to support existing activities and possibly create new ones • Palo Alto Library and Palo Alto Council of Parent Teacher Associations (PTAC) also produce AANHPI awareness events Holocaust Remembrance Day, January 27 City to connect with local Jewish affinity groups to support existing activities and possibly create new ones Armenian Remembrance Day, April 24 City to provide a proclamation Item 12: Staff Report Pg. 6 Packet Pg. 582 of 638 Item 12 Item 12 Staff Report This Council, in response to this report, may receive this report from the HRC, or receive the report and provide direction to staff to implement all or pieces of the recommended recognition and celebration activities. Impacts of these recommendations range from the ability to support through existing resources, to amendments to the City's municipal code for changes to the City's designated holidays and labor agreements with the City's various unions. City holidays are designated in the Palo Alto Municipal Code Sections 2.08.100, and a designation as a City holiday determines if "municipal business" is to be suspended. In addition, in parallel to the HRC's discussion on this topic, City Council completed labor negotiations and approved a Day of Reflection/Historical Significance as a floating holiday for employees to be taken on any workday that is approved in advance by a supervisor. This offers flexibility and encourages employees to take a day to reflect and honor a significant event or cause that holds personal meaning to them. While it may align with historically recognized dates like Juneteenth or Dolores Huerta Day, it does not have to be limited to these specific occasions. Any changes to the City's designated holidays would require staff to meet and confer with the City's employee bargaining units. Government organizations vary in the days designated as holidays and or number of "floater holidays" provided in employee's total compensation. When looking at some nearby organizations such as City of Santa Clara, Milpitas, Redwood City, San Jose, San Mateo, and Santa Clara County, the number of designated holidays ranges from 10 days to 15 days. Palo Alto has 12. When one accounts for both designated holidays and floating holidays these same agencies range from 12 to 17 days and Palo Alto has 13. The State of California has 11 designated holidays and 1 floating holiday, and the federal government has 11 designated holidays. FISCAL/RESOURCE IMPACT The resource impact depends upon the costs associated with City initiated and led activities for the holidays listed above, but staff believes that these to be generally low in most instances. Should the Council provide direction for the City to implement additional designated City holidays, staff estimates that total payroll on a holiday at current base wages and staffing level is approximately $635,000; it would be approximately $735,000 if fully staffed in all funds (approximately 67 percent of this would be General Fund). However, the actual impact of an additional holiday is the loss of a municipal business day plus the incremental financial cost for holiday -specific compensation, such as overtime stipulated in the City's memoranda of agreement. In addition, City holidays typically suspend some on -street parking regulations as well as permitted construction and other noise -generating activities. Item 12: Staff Report Pg. 7 , Packet Pg. 583 of 638 CItem 12 Staff Report Item 12 STAKEHOLDER ENGAGEMENT The item was discussed at the June 9, 2022, August 11, 2022 and September 8, 2022 HRC meetings. Agendas are posted online and sent to interested community members via Gov Delivery. ENVIRONMENTAL REVIEW This activity is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378, because it has no potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment. ATTACHMENTS Attachment A: HRC Recommendations via Lens of Proposed Standard Framework APPROVED BY: Kristen O'Kane, Community Services Director Item 12: Staff Report Pg. 8 Packet Pg. 584 of 638 Item 12 Attachment A - HRC Recommendations via Lens of Proposed Standard Framework ATTACHMENT A Below is a summary of the HRC's "test run" of the framework and procedures for when considering city recognition activities for the days of significance requested by the City Council. Juneteenth (June 19) Observed: June 19/Federal Holiday Categories: Time of Celebration, Day of Remembrance, Awareness Day, Affinity Process: Community and Council initiated Type of Approval: Commission recommendation to Council Level: High Level HRC Motion: The HRC recommends that Juneteenth be added to the City's paid holidays and that the City join East Palo Alto in celebration event(s). Cesar Chavez & Dolores Huerta Day Observed: Cesar Chavez (March 31/State Holiday), Dolores Huerta (April 10) Categories: Call to Service, Affinity Group, Time of Celebration Process: Council Initiated Type of Approval: Commission recommendation to Council Level: Mid -Level HRC MOTION: The HRC recommends to Council that Cesar Chavez Day and Dolores Huerta Day be observed on March 31 (state recognized day for Cesar Chavez). To observe the date, the commission recommends for the city to connect with local LatinX and women's groups to support and create awareness of Cesar Chavez and Dolores Huerta Day. Additionally, the commission recommends for the day to be added to the City's paid holidays (Cesar Chavez Day is currently a paid holiday for the employees of Santa Clara County). Indigenous Peoples' Day Observed: Second Monday in October (See note *) Categories: Day of Remembrance, Affinity Groups, Day of Awareness Process: Council initiated Type of Approval: Commission recommended to Council Level: High Level Item 12: Staff Report Pg. 9 , Packet Pg. 585 of 638 Item 12 Attachment A - HRC Recommendations via Lens of Proposed Standard Framework *Note: The HRC recommended to Council that the second Monday in October be recognized as both Columbus Day and Indigenous Peoples' Day, however; Council voted to recognize the second Monday in October as both Indigenous Peoples' Day and Italian Heritage Day, removing reference to Columbus Day. HRC MOTION: The HRC recommends to Council that Indigenous Peoples' Day be recognized by the city through connecting with local indigenous groups to support existing activities and to create new ones, such as a land acknowledgement ceremony at City HaII. Asian American, Native Hawaiian, Pacific Islander (AANHPI) month (May) Observed: May Categories: Awareness, Affinity Group, Call to Service Process: Community Initiation, Council Initiated Type of Approval: Commission recommendation to Council Level: Mid -Level HRC MOTION: The HRC recommends that Asian American, Native Hawaiian, Pacific Islander Month (AANHPI) be recognized by the city through connecting with local AANHPI affinity groups to support existing activities and to possibly create new ones. In addition to affinity groups, the Palo Alto Library and Palo Alto Council of Parent Teacher Associations (PTAC) also produce AANHPI awareness events. Holocaust Remembrance Day Observed: January 27 Categories: Day of Remembrance, Awareness Day Process: Council and community initiated Type of Approval: Commission recommendation Level: Mid -Level HRC MOTION: The HRC recommends that Holocaust Remembrance Day be recognized by the city through connecting with local Jewish affinity groups to support existing activities and to possibly create new ones. Armenian Remembrance Day Observed: April 24 Category: Day of Remembrance Process: Council initiated Type of Approval: Commission recommendation to Council Level: Base level HRC MOTION: The HRC recommends that Armenian Remembrance Day be recognized by the City through a proclamation. Item 12: Staff Report Pg. 10 Packet Pg. 586 of 638 Item 13 Item 13 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Planning and Development Services Meeting Date: October 2, 2023 Report #:2306-1669 TITLE Proposed Amendments to Palo Alto Municipal Code Title 18 (Zoning) Chapters 18.04 (Definitions), 18.10 (Low -Density Residential), 18.12 (R-1 Zones), 18.13 (Multiple Family Residential Zones),18.40 (General Standards and Exceptions), and 18.54 (Parking Facilities Design Standards) to Facilitate Implementation of Green Building Standards, Including Noise Standards and Placement of Obstructions Within Garages and Exterior Setback Encroachments for Electrification Equipment Such as Heat Pumps, Energy Storage Systems and Electric Vehicle Charging Stations, and to Title 9 (Public Peace, Morals and Safety) Chapter 9.10 (Noise) to Facilitate the Installation of Electrification Equipment for Residential Development as Recommended by the Planning and Transportation Commission. CEQA Status — Exempt under CEQA Guidelines sections 15061(b)(3) and 15301. RECOMMENDATION Staff and the Planning and Transportation Commission (PTC) recommend that the City Council adopt the attached draft ordinance (Attachment A) that makes changes to the Palo Alto Municipal Code to facilitate and streamline the installation of electrification equipment in residential neighborhoods. EXECUTIVE SUMMARY This report transmits an ordinance to facilitate and streamline the permitting and installation of electrification equipment, such as heat pump water heaters, electric vehicle chargers and energy storage systems. The ordinance has been reviewed and recommended for approval by the PTC. The proposed ordinance modifies the municipal code to allow electrification equipment to encroach defined distances into require yards, or setbacks, while maintaining a three foot (3') clearance to side and rear property lines for access. Additionally, encroachments are allowed into required parking spaces. The noise ordinance is also amended to specify setbacks for noise producing equipment from property lines. If noise producing equipment conforms with the proposed requirements, it will be presumed compliant and would not require additional noise studies or analysis. Item 13: Staff Report Pg. 1 Packet Pg. 587 of 638 Item 13 Item 13 Staff Report The recommendations attempt to balance the desire to advance electrification equipment and reduce overall carbon emissions with the quiet enjoyment of residential neighborhoods. The City Council in its review may consider whether the standards should be adjusted for certain heat pump systems that use inverter technology that reduce the period of time for maximum noise generation associated with these systems, or direct staff to analyze this further and return with additional recommendations. This item advances completion of the 2023 Council Priority Climate Change & the Natural Environment Objective "n": Approve Municipal Code amendments for advancing S/CAP goals (specifically facilitate photovoltaic, energy storage system, electric vehicle charging station, and heat pump (water/furnace) installations). BACKGROUND The City has an expressed interest to reduce barriers that impeded the City's sustainability and climate action goals. Electrification equipment, including heat pump systems for water heaters and heating, are seen as excellent opportunities to advance greenhouse gas reduction strategies. In 2022, the City Council authorized the Heat Pump Water Heater Pilot Program that promotes heat pump water heater installation in single-family homes through a turnkey installation service by a City -provided contractor, with a low up -front cost and an option for on - bill financing; or, customers may opt for the $2,300 rebate if they choose their own installation contractor. The program encourages the replacement of residential gas appliances such as water heaters with electric heat pump alternatives, and the program has a goal to install 1,000 of these appliances within a year. In fall 2022, the City Council adopted the green building code and electrification equipment became mandatory for substantial remodels and new construction. Zoning Code Amendments To eliminate barriers to the installation of electrification equipment, staff proposes a variety of changes to the zoning code and noise ordinance. Specifically, proposed changes to the zoning ordinance include: • defining electrification equipment as: one or more devices that use electric energy to serve a dwelling unit's needs for heating and cooling, water heating, cooking, and electric vehicle supply systems (EVSE), including ancillary equipment such as an electric panel, photovoltaic equipment, and energy storage systems that are deployed to support such devices; • allows electrification equipment, including housing, screening, insulation, and bollards, to encroach into required minimum residential property setbacks as follows: Item 13: Staff Report Pg. 2 , Packet Pg. 588 of 638 Item 13 Item 13 Staff Report o Front yard: two feet (2') for electrical vehicle chargers and energy storage equipment (with allowances for a four feet front -yard encroachment where the front setback has a conforming setback) o Rear and interior side yards: any encroachment must maintain a three foot (3') clearance from interior property lines o Corner street side yard encroachment to provide a minimum 10 feet setback; • allows encroachments into a carport or garage parking space, with specified clearances; • adds a new exception to the Home Improvement Exception list for installation of electrification equipment; and, • modifies requirements for equipment housing/noise suppression measures. Adding the proposed flexibility to the zoning standards facilitates the installation of electrification equipment particularly in older housing stock that may not have conforming setbacks or where heating equipment is located in less convenient or ideal locations. New construction would also be able to take advantage of the proposed ordinance. Noise Ordinance Amendment Noise producing electrification equipment is subject to the noise ordinance. The current noise ordinance regulates sound by setting a permissible noise limit in residential zones of 6 decibels over the local ambient noise levels and defines 'local ambient'. It limits noise levels caused by stationary noise sources. The existing noise ordinance requires that ambient noise levels first be established through noise measurements, and then, defines an exceedance if noise levels would exceed ambient noise levels by more than 6 decibels. To reduce time delays and costs associated with obtaining a third party noise study to demonstrate compliance with the City's noise ordinance, staff recommends establishing specific standards that, if complied with, would deem the equipment compliant with local noise regulations. Specifically, for areas east of the Foothill Expressway, the ordinance establishes a 50 decibel or less threshold at the property line as the compliance standard. Louder equipment can be installed but would require a greater setback from the property line so the noise could dissipate before reaching the property line. The ordinance also includes a provision that allows louder noise producing equipment to be located closer to the property line if noise reduction strategies are used and compliance with the noise standard is verified with a noise study. For areas west of the Foothill Expressway, the ordinance establishes a property line noise threshold of 40 decibels. Throughout the City, if the ambient noise levels at nighttime are greater than these thresholds, the ambient noise level would be the property line standard used. The attached ordinance includes a table that sets forth minimum setbacks (reflected in feet as the unit of measure) for noise producing equipment based on how loud the manufacturers specifications list the decibel rating for the specific unit to be installed. Item 13: Staff Report Pg. 3 , Packet Pg. 589 of 638 Item 13 Item 13 Staff Report Equipment Sound Level (SdBA) in 40 dBA limit area West of Foothill Expressway Equipment Sound Level (SdBA) in SO dBA limit area East of Foothill Expressway Minimum Setback from Receiving Property Line (ft.) 39 49 3 40 50 3 41 51 4 42 52 4 43 53 5 44 54 5 45 55 6 46 56 6 47 57 7 48 58 B 49 59 9 50 60 10 51 61 11 52 62 12 53 63 13 54 64 15 55 65 17 56 66 19 57 67 20 58 68 24 59 69 27 60 70 30 Noise producing equipment can be as close as three feet (3') to the property line. Such equipment for accessory dwelling units and junior ADUs may be placed even closer to an interior property line, following Council's adoption in June of the most recent ADU unit ordinance (Ord. 5585). Electrification equipment that exclusively serves an ADU/JADU may be located anywhere on the site except in the front yard setback and not within a 10 -foot street - side setback of a corner lot. However, Ordinance 5585 required this equipment for ADUs and JADUs to meet the noise ordinance. Planning and Transportation Commission (PTC) In late 2022, staff prepared and presented zoning code modifications to the PTC, which recommended approval of the proposed electrification equipment encroachments into required parking and setbacks. More recently, the PTC considered proposed changes to the noise ordinance, which is not specifically within the Commission's authority, but was requested by the planning and development services director because of the relevance to the proposed electrification equipment encroachments. On balance, the Commission supported the recommended changes but also deliberated on whether there was a need for two different thresholds dividing the rural foothills area and the more suburban parts of the City. The Commission requested this boundary, which was not fully defined, be better delineated for the City Council. As referenced above, that delineation is now defined as the Foothill expressway. The Commission also suggested the City's home improvement exception regulations be utilized to address certain exceedances in the noise, for electrification equipment only, subject to that discretionary review process and supporting noise reports. This too has been incorporated into the attached ordinance. Item 13: Staff Report Pg. 4 Packet Pg. 590 of 638 Item 13 Item 13 Staff Report Additional information provided to the PTC is available online and through the embedded links in the footnotes below, including: two staff reports1 and PTC meeting videosz, links to the December 14, 2022 PTC meeting summary minutes3 and verbatim minutes'', and a link to the August 30, 2023 PTC summary minutes.5 One additional note, the noise table shown above has been slightly modified from the PTC's review to remove decimal points for some setbacks. Identifying setbacks in increments less than one foot implies a level of precision that staff does not believe is warranted. Accordingly, setbacks have been rounded to the nearest whole foot since the PTC's review. Staff made other non -substantive changes to the ordinance to ensure internal consistency in the provisions, slightly revised the home improvement exception language to better capture the PTC's intent and other minor adjustments. ANALYSIS Staff's intent with the proposed ordinance is to streamline application processing to facilitate the installation of electrification equipment that advances the City's sustainability and climate reduction goals. The proposed ordinance is anticipated to provide sufficient relief to residents looking to install such equipment and provides reasonable relief with minimal impacts to other city interests established in the zoning code. The proposed ordinance, however, cannot anticipate every scenario that may apply to a particular property owner and if an owner is unable to meet the more flexible standards, a new location may need to be found to install the electrification equipment. If this proves too costly for a resident to relocate related equipment, a resident may opt out of transitioning to a more sustainable alternative. As noted above, the home improvement exception added to the ordinance based on the PTC's recommendation would provide flexibility to address some situations. 1 PTC staff reports of August 30, 2023 www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/a;endas-minutes/planning-and-transportation-commission/2023/ptc-8.30-muni-code-electrification.pdf and December 14, 2022 www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/agendas- minutes/planning-and-transportation-commission/2022/ptc-12.14.2022-title-18-zoning.pdf 2 Videos of August 30, 2023 PTC meeting https://midpenmedia.org/planning-and-transportation-commission/ and December 14, 2022 PTC meeting https://midpenmedia.org/planning-transportation-commission-63- 12142022/ 3 Summary minutes of PTC meeting December 14, 2022 www.cityofpaloalto.org/files/assets/public/v/1/agendas- minutes-reports/agendas-minutes/planning-and-transportation-commission/2022/ptc-12.14.2022-summary- minutes.pdf 4 Verbatim minutes of December 14, 2022 www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/agendas-minutes/planning-and-transportation-commission/2022/ptc-12.14.2022-verbatim-minutes.pdf 5 Summary minutes for August 30, 2023 PTC meeting: www.cityofpaloalto.org/files/assets/public/v/1/agendas- minutes-reports/agendas-minutes/planning-and-transportation-commission/2023/ptc-8.30.2023-summary.pdf Item 13: Staff Report Pg. 5 , Packet Pg. 591 of 638 Item 13 Item 13 Staff Report Heat Pump Inverter Technology The proposed decibel levels are believed to be relatively conservative in order to ensure noise producing equipment is not disruptive to adjacent neighbors. To this end, the presumed compliance decibel levels of 50 and 40 decibels east and west of the Foothill Expressway respectively, were derived based on previous noise studies prepared by the City's consultant over several years and measured throughout the City. The proposed standards are also informed by noise standards established by nearby jurisdictions. Moreover, because the ambient noise levels are quietest at night, residents may be more sensitive to noise producing equipment during these times. Staff has received correspondence from residents and other individuals interested in electrification efforts who are concerned that the proposed recommendations are too restrictive for heat pump systems using inverter technology. Staff is aware that some heat pumps use variable speed motors, sometimes called inverter - based heat pumps or inverter compressors. While staff's expertise with this technology is limited, our understanding is that heat pumps differ from classic heat pumps, which run at full speed for a period of time until heating or cooling task is done, then turn off. Inverter -based heat pumps vary the voltage to a motor to allow it to run at different speeds. This means that an inverter -based heat pump can run for a long time at a low speed, maintaining a more consistent temperature. This also reduces the energy use. Inverter -based heat pumps tend to be less noisy than regular heat pumps because they do not need to run the motor at full speed. Staff can investigate this technology further and return with recommendations that address this type of equipment, or based on the public testimony, including input from the City's noise consultant, make adjustments to the noise ordinance at the public hearing. It is worth noting that a change in noise of three decibels is audible but almost imperceptible. A change of five decibels is clearly noticeable and a change of ten decibels from a benchmark measurement represents a 1000 percent change as noise is measured logarithmically. Based on the foregoing, the City Council may want to weigh its interest to advance electrification equipment with the anticipated noise impacts it may generate to adjacent residential neighbors. How individuals respond to noise and how noise travels are unique considerations to each person and setting. Staff does not recommend a significant departure from the recommended ordinance but recognizes there may be opportunities from some limited adjustments that may not have significant consequences for an adjacent neighbor. FISCAL/RESOURCE IMPACT There were no significant fiscal or resource impacts; costs associated with hiring a noise consultant were paid for through the department's budget. Item 13: Staff Report Pg. 6 , Packet Pg. 592 of 638 Item 13 Item 13 Staff Report POLICY IMPLICATIONS The proposed ordinance advances the City's interest to facilitate the installation of heat pumps for water heaters and furnaces, electric vehicle chargers and energy storage systems by reducing regulatory barriers that may impede progress in this regard. The proposed changes are relatively modest but are anticipated to provide meaningful relief in most circumstances. The City Council may want to consider if adjustments to the proposed noise ordinance are warranted to address emerging efficient technology that may reduce the duration of noise generated from certain electrification equipment compared to more traditional systems. STAKEHOLDER ENGAGEMENT Staff received correspondence from stakeholders during the 2022 and 2023 PTC reviews of the draft ordinance. These emails are attached to this report (Attachment B). ENVIRONMENTAL REVIEW The proposed ordinance has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the ordinance is exempt under CEQA Guideline 15061(b)(3) because it can be seen with certainty that the proposed modifications, which retain existing noise standards in Chapter 9.10, will not result in a significant impact on the physical environment. Additionally, the activity regulated by the ordinance is exempt under CEQA Guideline 15301 because it involves the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, and mechanical equipment, involving negligible or no expansion of existing or former uses. ATTACHMENTS Attachment A: Draft Ordinance Attachment B: Public Correspondence APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 13: Staff Report Pg. 7 , Packet Pg. 593 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapters 18.04 (Definitions), 18.10 (Low -Density Residential), 18.12 (R-1, Single Family Residence District), 18.13 (Multifamily Residential Zones), 18.40 (General Standards and Exceptions), and 18.54 (Parking Facilities Design Standards) and Title 9 (Public Peace, Morals, and Safety), Chapter 9.10 (Noise) to Facilitate Adoption of Electrification Equipment Required by the 2022 Green Building Code and Local Amendments The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of Title 18 (Zoning) is amended to read as follows (additions underlined, deletions struc< throug t, and omissions noted with bracketed ellipses): 18.04.030 Definitions (a) Throughout this title the following words and phrases shall have the meanings ascribed in this section. L.] (49) (reserved) "Electrification Equipment" means one or more devices that use electric energy to serve a dwelling unit's needs for heating and cooling, water heating, cooking, and electric vehicle supply equipment (EVSE charging, including. n addition, ancillary equipment such as-a electrical panel(s , inverters, photovoltaic ec ui Dment, and energy storage systems that are deployed to support such devices shall be considered Electrification Equipment. SECTION 2. Section 18.10.040 (Site Development Standards) of Chapter 18.10 (RE, R2, RMD Low -Density Residential District) of Title 18 (Zoning) of the PAMC is amended to read as follows (additions underlined, deletions struc through, and omissions noted with bracketed ellipses): 18.10.040 Development Standards [. . .] (h) Location of Noise -Producing Equipment and Electrification Equipment DI Electrification Equipment and any associated housing, screening, insulation, or bollards necessary to enable compliance with the applicable regulations, including Chapter 9.10 of =his the Palo Alto Municipal Code, shall provide a minimum three foot interior side and rear yard setback and a minimum ten 1 Item 13: Staff Report Pg. 8 , Packet Pg. 594 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance foot street sideyard setback. Except as otherwise provided in this Title for EVSE and energy storage systems, Electrification Equipment shall not be located in the required front yard setback and shall at all times provide sufficient clearance for fire safety purposes. All other noise -producing equipment, such as air conditioners, poo equipment, gas powered generators, commercial kitchen fans, and similar service equipment shall be located outside of the front, rear and side yard setbacks. Such equipment may, however, be located up to 6 feet into the street sideyard setback. All such noise -producing equipment, including Electrification Equipment, shall be insulated and housed, except where doing so would interfere with the operation of the equipment. that tThe Planning Director may also permit installation without housing and insulation, provided the equipment is ocatcd within thc bui ding cnvc opc and where that a combination of technical noise specifications, location of equipment, and/or other screening or buffering will assure compliance with the City's Noise Ordinance at the nearest property line. Any rep acement o- such equipment sha con-orm to this section where asib c; rcp acement o equipment or which permits were obtained prior to these restrictions is a owab c in the same ocation, provided tic rcp accmcnt equipment comp ics with thc City's noise ordinance. All service equipment mustmeet the City \oisc Ordinance +r}comply with Chapter 9.10 of =his codothe Palo Alto Municipal Code. Where existing improvements comply with front setback recuirements, EVSE may encroach up to four feet into the required front setback. Where existing improvements do not comply with front setback rec uirements, EVSE may encroach into the otherwise required front setback by two feet beyond the existing improvement. Energy storage systems and associated equipment and safety bollards may encroach two feet into a front yard setback as authorized .n 18.'.0.060. EVSE and energy storage systems and associated equipment and safety bollards may be located within required on -site parking spaces, as further described in PAMC Chapter 18.54 Section 18.54.020. u The Planning Director may publish administrative regulations to further implement this subsection (h), including a list of equipment or technologies that may presumptively be installed without housing and insulation due to noise generation below applicable maximums. 2 Item 13: Staff Report Pg. 9 , Packet Pg. 595 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance SECTION 3. Sections 18.12.040 (Site Development Standards), 18.12.050 (Permitted Encroachments, Projections, and Exceptions), and Section 18.12.120 (Home Improvement Exception) of Chapter 18.12 (R-1 Single- Family Residential District) of Title 18 (Zoning) of the PAMC are amended to read as follows (additions underlined, deletions struc< through, and omissions noted with bracketed ellipses): 18.12.040 Site Development Standards [. . .] (I) Location of Noise -Producing Equipment and Electrification Equipment Electrification Equipment and any associated housing, screening, insulation, or bollards necessary to enable compliance with the applicable regulations, including Chapter 9.10 of :his the Palo Alto Municipal Code, shall provide a minimum three foot interior side and rear yard setback and a minimum ten foot street sideyard setback. Except as otherwise provided in this Title for EVSE and energy storage systems, Electrification Equipment shall not be located in the required front yard setback and shall at all times provide sufficient clearance for fire safety purposes. All other noise -producing equipment, such as air conditioners, poo equipment, gas powered generators, commercial kitchen fans, and similar service equipment shall be located outside of the front, rear and side yard setbacks. Such equipment may, however, be located up to 6 feet into the street sideyard setback. All such noise -producing equipment, including Electrification Equipment, shall be insulated and housed, except where doing so would interfere with the recommended operation of the ec uipment. that tThe Planning Director may also permit installation without housing and insulation, provided the equipment is ocatcd within the bui ding envc opc and where that a combination of technical noise specifications, location of equipment, and/or other screening or buffering will assure compliance with the City's Noise Ordinance at the nearest property line. Any rcp accmcnt o such equipment sha con-orm to this section where - asib c, except the Director may a ow rcp acement o existing equipment in a non comp ying ocation, i- such equipment had prior bui ding permit(s), with equipment that meets thc City's Noise Ordinance. All service equipment mustmeet thc City Noise Ordinance +Rcomply with Chapter 9.10 of this codethe Palo Alto Municipal Code. 3 Item 13: Staff Report Pg. 10 Packet Pg. 596 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance Where existing improvements comply with front setback recuirements, EVSE may encroach u 3 to four feet into the required front setback. Where existing improvements do not comply with front setback requirements, EVSE may encroach into the otherwise required front setback by two feet beyond the existing improvement. Energy storage systems and associated equipment and safety bollards may encroach two feet into a front yard setback as authorizcd in 18.40.060. EVSE and energy storage systems and associated equipment and safety bollards may be located within required on -site 3arking spaces, as further described in PAMC Chapter 18.54 Section 18.54.020. DI The Planning Director may publish administrative regulations to further implement this subsection 'I), including a list of equipment or technologies that may 3resumptively be installed without housing and insulation due to noise generation below applicable maximums. [. . .1 18.12.050 Permitted Encroachments, Projections and Exceptions [. . .] (a) Setback/Yard Encroachments and Projections [. . .] (3) Allowed Projections (F) Pools, Spas, and Hot Tubs and Associated Electrification Ecui 3ment (i) Pools, spas, and hot tubs may extend into a required rear yard a distance not to exceed fourteen feet, provided that a minimum setback of six feet from the property line shall be maintained. (ii) No swimming pool, hot tub, spa, or similar accessory facility shall be located in any portion of a required front or street side yard. 4 Item 13: Staff Report Pg. 11 Packet Pg. 597 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance // (iii Electrification Equipment for pools, spas, hot tubs, and swimmingpools s that a meet+r�g the standards set forth in Table 1 of Section 9.10.030. 18.12.120 Home Improvement Exceptions [. . .1 (b) Applicability A home improvement exception may be granted as part of a proposed improvement or addition to an existing single-family or two-family structure, or accessory structure, or both, in the RE, R-1, RMD, or R-2 district, as limited in subsection (c). A home improvement exception may be granted as described in subsections (1) through 16 ( of subsection (c), but may not exceed the limits set forth in those subsections. In order to qualify for a home improvement exception, the project must retain at least 75% of the existing exterior walls, including exterior finishes such as siding or cladding. (c) Limits of Home Improvement Exception A home improvement exception may be granted only for one or more of the following, not to exceed the specified limits: (16) To allow for installation of Electrification Equipment within the setbacks provided in this Title or that deviates from the e noise ordinance standards cxcccd the noisc ordinancc standards set forth in Section 9.10.030(c SECTION 4. Section 18.13.040 (Development Standards) of Chapter 18.13 (Multiple Family Residential Zones — RM20, RM30, RM40) of Title 18 (Zoning) of the PAMC is amended to read as follows (additions underlined, deletions struc =hough, and omissions noted with bracketed ellipses): 18.13.040 Development Standards 5 Item 13: Staff Report Pg. 12 Packet Pg. 598 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance (b) Setbacks, Daylight Planes and Height - Additional Requirements and Exceptions (1) Setbacks (A) (B) C) D Required parking spaces shall not be located in a required front yard, nor in the first ten feet (10') adjoining the street property line of a required street side yard. Projections into yards are permitted only to the extent allowed by Section 18.40.070 of this codeCode. Electrification Equipment and any associated housing, screening, insulation, or bollards necessary to enable compliance with the applicable regulations, including Chapter 9.10 of th4s-the Palo Alto Municipal Code, shall provide a minimum three foot interior side and rear yard setback and a minimum ten foot street sideyard setback. Except as otherwise provided in this Title for EVSE and energy storage systems, Electrification Equipment shall not be located in the required front yard setback and shall at all times provide sufficient clearance for fire safety purposes. All Electrification Equipment must meet comply with Section the City Noise Ordinance in Chapter 9.10.030 of -his codethe Palo Alto Municipal Code. Where existing improvements comply with front setback recuirements, EVSE may encroach u to four feet into the recuired front setback. Where existing improvements do not comply with front setback rec uirements, EVSE may encroach into the otherwise required front setback by two feet beyond the existing improvement. Energy storage systems and associated equipment and safety bollards may encroach two feet into a front yard setback as au:horizcd 'n l8.40.060. (E) The Planning Director may publish administrative regulations to further implement subsection (b)(1)(C), including a list of ecuipment or technologies that may presumptively be installed within setbacks without housing and insulation due to noise generation below applicable maximums. SECTION 5. Sections 18.40.060 (Permitted Uses and Facilities in Required Yards) of Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of PAMC is amended to read as follows (additions underlined, deletions struc< through, and omissions noted with bracketed ellipses): 18.40.060 Permitted Uses and Facilities in Required Yards Except as otherwise prescribed by district regulations or other provisions of this title, use and development of required yards shall be limited to the following: 6 Item 13: Staff Report Pg. 13 Packet Pg. 599 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance (f) Electrification Equipment for residential uses only: When installed in a required yard, Electrification Equipment and any associated housing, screening, insulation, or bollards necessary to enable compliance with the applicable regulations, including Chapter 9.10 of this the Palo Alto Municipal Code, shall provide a minimum three foot interior side and rear yard setback and a minimum ten foot street sideyard setback. Except as otherwise provided in this Title for EVSE and energy storage systems, Electrification Equipment shall not be located in the required front yard setback and shall at all times provide sufficient clearance for fire safety purposes. EVSE, energy storage ;ystcros, and sa-cty bo s may encroac -cct into a 20--oot standard = C < SECTION 6. Section 18.40.260 (Visual Screening and Landscaping) of Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of PAMC is amended to read as follows (additions underlined, deletions struc< througl, and omissions noted with bracketed ellipses): 18.40.260 Visual Screening and Landscaping E. (b) Requirements E. . .] (2) For all project types: (A) All areas not covered by structures, service yards, walkways, driveways, and parking spaces shall be landscaped with ground cover, shrubs, and/or trees. (B) Rooftop equipment shall be screened by a parapet or enclosure. Rooftop equipment or rooftop equipment enclosures shall be set back at least 20 feet from the building edge or a minimum of 100 feet from the property line, whichever is closer. Roof vents, flues and other protrusions through the roof of any building or structure shall be obscured from ground -level public view (when viewed from the sidewalk on the opposite side of a street), by a roof screen or proper placement. See Section 18.40.090 (height limit exceptions) for further restrictions. (C) A minimum ten -foot planting and screening strip shall be provided adjacent to any facade abutting a low density residential district (R-1, R-2, or RMD) or abutting railroad tracks. (D) All exterior mechanical and other types of equipment, whether installed on the ground or attached to a building roof or walls, shall be obscured from public view 7 Item 13: Staff Report Pg. 14 Packet Pg. 600 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance when viewed from the abutting opposite sidewalk, except for residentially used EVSE and energy storage systems and associated bollards. SECTION 7. Section 18.54.020 (Vehicle Parking Facilities) of Chapter 18.54 (Parking) of Title 18 (Zoning) of PAMC is amended to read as follows (additions underlined, deletions struc< through, and omissions noted with bracketed ellipses): 18.54.020 Vehicle Parking Facilities (a) Parking Facility Design Parking facilities shall be designed in accordance with the following regulations: (1) Requirements for dimensions of parking facilities at, above, and below grade are contained in this section and in Figures 1-6 and Tables 3-6 of Section 18.54.070. (2) Stalls and aisles shall be designed such that columns, walls, or other obstructions do not interfere with normal vehicle parking maneuvers. All required stall and aisle widths shall be designed to be clear of such obstructions except as otherwise provided in subsection (a)(4) below. (3) The required stall widths shown in Table 3 of Section 18.54.070 shall be increased by 0.5 foot for any stall located immediately adjacent to a wall, whether on one or both sides. The director may require that the required stall widths be increased by 0.5 foot for any stall located immediately adjacent to a post, where such post limits turning movements into or out of the stall. (4) For property owners or tenants seeking to install EVSE, the required stall widths shown in Table 3 of Section 18.54.070 may be reduced by no more than eighteen inches below the code -required minimum dimensions in order to accommodate EVSE or associated electrical utility equipment. For parking lots and garages other than for one- and two-family use, tThis reduction may be applied to 10% of the total required parking stalls, or two stalls, whichever is greater. The director may approve a reduction in width for a greater number of stalls through a director's adjustment pursuant to Section 18.52.050. For one- and two-family residential garages and carports, 18 -inch reductions are allowed for both stall width and depth to enable Electrification Equipment and protective bollards, as long as 'i) the reduced width is not continuous along the length sidc of the stall, to provide a six-foot length near the middle of the stall for opening two vehicular side doors, and ii) the proposed garage has an interior clearance depth of 20 feet in compliance with 18.54.020 (b (2 or an existing substandard garage has a 8 Item 13: Staff Report Pg. 15 Packet Pg. 601 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance depth of at least 19 feet -six inches. For a garage depth less than 19 feet -six inches but greater than 18 feet, such equipment may be installed on the back wall of the garage at a location at least four feet above the finished floor. (b) Off -Street Parking Stalls (1) Each off-street parking stall shall consist of a rectangular area not less than eight and one-half (8.5) feet wide by seventeen and one-half (17.5) feet long (uni-class stall), or as otherwise prescribed for angled parking by Table 3 in Section 18.54.070. (2) Garages and carports for single-family and two-family development shall provide a minimum interior clearance of ten (10) feet wide by twenty (20) feet long for a single car and a minimum of twenty (20) feet wide by twenty (20) feet long for two cars to allow sufficient clearance, except as otherwise provided in subsection (a)(4) above. SECTION 8. Section 9.10.030 (Residential Property Noise Limits) of Chapter 9.10 (Noise) of Title 9 (Public Peace, Morals, and Safety) of the Palo Alto Municipal Code is amended to read as follows (additions underlined, deletions struck tirougl, and omissions noted with bracketed ellipses): 9.10.030 Residential property noise limits. (a) No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on residential property, a noise level more than six dB above the local ambient at any point outside of the property plane, except as modified in (c) below. (b) No person shall produce, suffer or allow to be produced by any machine, animal, or device, or any combination of same, on multi -family residential property, a noise level more than six dB above the local ambient three feet from any wall, floor, or ceiling inside any dwelling unit on the same property, when the windows and doors of the dwelling unit are closed, except within the dwelling unit in which the noise source or sources may be located. (c) Electrification Ecuipment as defined in Section 18.04.030-(a)149) shall be deemed to comply with this Section 9.10.030 if the ecuipment complies with the maximum ec uipment sound levels and is placed at the setbacks established in Table 1- Setback Requirements. Electrification Equipment that complies with Table 1 shall not recuire additional sound mitigation. As an alternative to compliance with Table 1, a property owner may utilize the limits set forth in subsections a) and (b) of this Section 9.10.030 if those provisions would be more permissive. Table 1— Setback Requirements 9 Item 13: Staff Report Pg. 16 Packet Pg. 602 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance Equipment Sound Level (≤dBA) in 40 dBA limit area West of Foothill BlvdExpressway: Equipment Sound Level (≤dBA) in 50 dBA limit area East of Foothill BlvdExpresswaV. Minimum Setback from Receiving Property Line (_.ft.) 39 49 3 40 50 3 41 51 4 42 52 4 43 53 5 44 54 5 45 55 6 46 56 6 47 57 7 48 58 8 49 59 9 50 60 10 51 61 11 52 62 12 53 63 13 54 64 15 55 65 17 56 66 19 57 67 20 58 68 24 59 69 27 60 70 30 SECTION 9. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional. SECTION 10. The Council finds that the adoption of this ordinance is exempt from the provisions of the California Environmental Quality Act pursuant to CEQA Guideline sections 15061(b)(3) because it can be seen with certainty that the proposed modifications, which retain existing noise standards in Chapter 9.10, will not result in a significant impact on the physical environment. Additionally, the activity regulated by the ordinance is exempt under CEQA Guideline 15301 because it involves the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, and mechanical equipment, involving negligible or no expansion of existing or former uses. 10 Item 13: Staff Report Pg. 17 Packet Pg. 603 of 638 Not Yet Approved Item 13 Attachment A - Draft Ordinance SECTION 11. This ordinance shall be effective on the thirty-first date after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Senior Ass_.Assistanl City Attorney City Manager Director of Planning & Community Environment 11 Item 13: Staff Report Pg. 18 Packet Pg. 604 of 638 Item 13 Attachment B - Public Correspondence CITY OF PALO ALTO From: Lalt,i9Dathal1 To: French. Amy Subject: FW: Palo Alto Ordinance pertaining to Noise and Electrification Date: Thursday, September 14, 2023 2:01:01 PM Attachments: imageai3.png 1 AV JONATHAN LAIT Director Planning and Development Department (650) 329-2676 I Jonathan.IaitPcityofoaloalto.org www.cityofDaloalto.org Prordc Fn<dDack on Planning and Adnrinianatian SeMcc From: Pat Burt <patburtll@gmail.com> Sent: Thursday, September 14, 2023 11:56 AM To: Abendschein, Jonathan <Jon.Abendschein@CityofPaloAlto.org>; Eggleston, Brad <Brad.Eggleston@CityofPaloAlto.org>; Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org>; Luong, Christine <Christine.Luong@CityofPaloAlto.org> Subject: Fwd: Palo Alto Ordinance pertaining to Noise and Electrification CAUTION: This email originated from outside of the organization. Be cautious of opening atta'hm nts and clicking on links. Jon, The note below from Glen Garfunkel raise some issues that I don't know how well our proposed ordinance changes address. Pat Forwarded message From: Debbie Mytels <debbie.mytels(Wgmail.com> Date: Thu, Sep 14, 2023 at 11:31 AM Subject: Re: Palo Alto Ordinance pertaining to Noise and Electrification To: Glen Garfunkel <glen100@gmail.com> CC: Tom Kabat <tomgkabat@gmail.com>, Adam Sweeney <adamsweeney1Pgmail.com>, Pat Burt <patburt11Pgmail.com>, Jonathan Abendschein<jon.abendschein@cityofpaloalto.org> Thanks, Glen, for your thuoghtful comments on this. It's good to have a person with your technical background involved in the Climate Reality leaderrship locally! I don't think that many of us who are advocates for electrification have thought about this down to this level, so it's helpful to hear your comments. Personally, I don't want to do anything to hinder the adoption of heat pumps... but, from what I know, there are some noise concerns. I'm wondering if it might be possible to place more insulation around the noisier type models? Could you add something like that to your recommendations? I'd suggest that you and Adam and Tom write up your comments and send them to the members of the City Council: Item 13: Staff Report Pg. 19 Packet Pg. 605 of 638 Item 13 Attachment B - Public Correspondence J city.council@c'tyofaa oalto.org Our former mayor, Pat Burt, is still on the Council and he is both technically savvy and a strong advocate for electricifaction, so I would send him a special, separate message: patburt11@gmail.com Jonathan Abendschein, the Associate Director of Utilities, is also a strong advocate for electrification, and he might also be able to make some modifications to the staff proposal if sent to him in time. You can reach him at.on.abendschein@cityofaaloalto.org I've cc:d both Pat and Jonathan so they will know what this is about when you contract them. — Debbie On Sep 14, 2023, at 12:07 AM, Glen Garfunkel <gIen100@gmail.com> wrote: Hi FFB-SV folks Who is following the new Palo Alto ordinance proposal for electrification equipment, especially as it pertains to Heat Pump(HP) placement and noise requirements? Is anyone opposing (or supporting) the ordinance? I believe it goes before City Council 10-2, so very soon. Our interpretation is that the noise requirements are very restrictive, too restrictive. In particular, they make no accommodations for inverter heat pumps which tend to operate quieter than conventional on/off heat pumps. Our take on the current proposal is that the noise requirement will prevent many homeowners(with small or medium size lots) from placing HP's on the side of their property, which would otherwise be a preferred location, especially for suitcase footrprint HP (to avoid placement in back or front yards). We worry it may slow down adoption of HP's. While we understand noise concerns, we think the noise requirements may be too tight, and there should be special accommodations for inverter HPs. We would like to know what is the thinking or planning from FFB-SV side, or PA community, concerning these noise ordinance aspects? file:///Users/glengarfunkel/Downloads/mini- packetPlanning%20&%20Transaortation%20Commission%20Regular%20Meeting_202309140211216.odf Thx Glen Garfunkel San Jose (Climate Reality - Silicon Valley) Debbie Mytels 2824 Louis Road Palo Alto,CA 94303 650-759-0888 debbie.mytels@gmail.com Item 13: Staff Report Pg. 20 Packet Pg. 606 of 638 Item 13 Attachment B - Public Correspondence Item 13: Staff Report Pg. 21 Packet Pg. 607 of 638 Item 13 Attachment B - Public Correspondence From: Glen Garfunkel To: Lait, Jonathan; French, Amy; Klicheva, Madina Cc: Benabente, Julie; Adam Sweeney Subject: Fwd: Noise Ordinance for San Jose Date: Wednesday, September 13, 2023 10:03:01 PM Attachments: image003.pnq image004.pnq Samsung AM060MXMDCH+AA.pdf Mitzubishi MXZ-3C24NA3-U1.pdf LG LMU240HV.Ddf CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Hi Jonathan, and Amy, Thank you for sharing the consultants feedback. The consultants feedback below directly state they are only concerned with this worst case noise scenario, and aren't considering that this is not commonly occurring for inverter heat pumps. There needs to be a suitable balance between the electrification goals, and worst case noise concerns. Cabin noise levels inside a car at normal speeds are typically in the ballpark of 65-70dB(A) or higher. We experience these levels everyday. With our mild climate in the Bay Area, inverter heat pumps(HP) rarely need to operate at full capacity. Putting a limit of 53db(A) for a 4foot offset from the property line, for an inverter HP, that may operate at full capacity(53dBA) for only a few hours or tens of hours per year, is too conservative. This heat pump study, for a cold climate condition for a particular heat pump, found a seasonal average noise level 5dB below the maximum noise. https ://heatpumpingtechnologies.org/annex51/wp-contentluploads/sites/59/2021/10/iea-hpt- annex-51-d23.pdf We suggest for inverter HPs, the criteria be relaxed at least 5dB(A); so an inverter HP of 58dB(A) max noise would readily qualify for placement up to 4 foot from the property line. There is another concem:the ordinance documents also note "All noise producing electrification equipment will need to maintain a 36 -inch separation between structures." Is this part of the proposed ordinance? Other than one comment, there is no discussion of this issue in the rest of the document. Between the side setback requirement and this possible 36" separation requirement, most common houses could never accommodate a HP in the side of their house. (Also, 36" is well beyond the minimum wall separation mfg spec for many heat pumps.) Side -of -house placement for suitcase footprint style heat pumps is desirable for many home owners with common lot sizes, and accommodating this placement will facilitate adoption of heat pumps. We strongly encourage Palo Alto to relax the proposed noise requirements to strike a more reasonable balance between low occurrence noise issues and electrification goals, especially Item 13: Staff Report Pg. 22 Packet Pt. g. 608 of 638 Item 13 Attachment B - Public Correspondence J for inverter type heat pumps. Sincerely Glen Garfunkel Climate Reality Project -Silicon Valley Project Begin forwarded message: From: "French, Amy" <Amy.French@CityofPaloAlto.org> Subject: FW: Noise Ordinance for San Jose Date: September 7, 2023 at 5:26:01 PM PDT To: Glen Garfunkel <glen100@gmail.com> Here is the message that had come back August 23rd in case we didn't forward to you previously. From: Michael S. Thill <m-hill@illingwor.hrockin.com> Sent: Wednesday, August 23, 2023 10:38 AM To: Lait, Jonathan <Jona ian.La.7PCi-yofPaloAlto.org>; French, Amy <Amy.French@CityofPaloAlto.org>; Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org> Cc: Adam Petersen <apetersen(Dm-groua.us> <apetersenPm-grouo.us> Subject: RE: Noise Ordinance for San Jose Hi Jonathan: There were several examples of inverter (or variable speed) heat pumps in our data set. I have attached a few examples for your reference. In any case, the maximum noise level output of the equipment, as reported by the manufacturer, should be used for comparative purposes with the noise ordinance because, theoretically, the equipment could run at maximum capacity when heating or cooling. This is the approach taken by our firm when predicting noise levels in order to conservatively assess the noise. With regard to the comment, "[ If(!) the dbA value represents the 100% capacity noise for inverter heat -pumps, then we would suggest to consider a relaxation of the dBA requirements for inverter heat -pumps.]", I feel that the City has already relaxed the noise limits quite a bit by allowing noise levels 8 dB above the local ambient. "Heat pump condenser units shall be allowed to emit noise at 8dB above the local ambient noise level if the units, are set back at least 10 feet from a rear or interior side property line." I was of the impression that the 40/50 dBA limits proposed would be the final limit and no additional exceedances would be allowed. In my opinion, allowing 48-58 dBA is too loud at night, so I would suggest revisiting this adjustment. I am happy to discuss this further at your convenience. Item 13: Staff Report Pg. 23 Packet Pg. 609 of 638 Item 13 Attachment B - Public Correspondence Michael Michael S. Thill I Ilingworth & Rodkin, Inc. 429 E. Cotati Avenue Cotati, CA 94931 (Main) 707.794.0400 x 110 (Direct) 707.753.4568 (Fax) 707.794.0405 From: Lait, Jonathan <Jonathan.Lait( CityofPaloAlto.org> Sent: Tuesday, August 22, 2023 6:56 PM To: Michael S. Thill <mthillPillingworthrodkin.com>; French, Amy <Amy.French@CityofPaloAlto.org>; Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org> Cc: Adam Petersen <apetersen( m-grouo.us> <aoetersen( m-groua.us> Subject: FW: Noise Ordinance for San Jose Michael, I'm not sure if Amy already sent this to you, but either way - please see the message below and let us know your take. PKIicheva Madina can help set up a meeting if not easily addressed via email. CITY OF PALO ALTO JONATHAN LAIT Director Planning and Development Department (650) 329-2676 I .onathan.fait@cityofoaloalto.org www.cityofaaloalto.org Provide Feedback on Planning and Administration Services Item 13: Staff Report Pg. 24 Packet Pg. 610 of 638 Item 13 Attachment B - Public Correspondence From: Glen Garfunkel <glen100@gmail.com> Sent: Tuesday, August 22, 2023 12:02 PM To: French, Amy<Amy.French@CityofPaloAlto.org>; Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org>; Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org> Cc: Julie Benabente <Julie.Benabente@san oseca.gov>; Adam Sweeney <adamsweeneyl@gmail.com> Subject: Re: Noise Ordinance for San Jose Hi Jonathan, Madina (, Amy) Thanks for the links and informing us of the status. The proposed ordinance makes no mention of modern inverter Heat Pumps (variable speed compressors and fans), which tend to be quieter than traditional heat pumps. As you may know, traditional(non-inverter) heat pumps are either 100% on(noisy), or off. Inverter heat pumps can modulate from —30% to 100% of capacity, and rarely operation at 100%, which is the noisiest condition. I was unable to resolve if the standard dBA measured noise metric (and the proposed ordinance), applies to the noise measured at 100% of capacity for inverter heat pumps, or whether it includes some correction to fairly compare inverter vs non -inverter types. Also, the provided dBA raw data, for a given model, often lists a range of dBA values(4dB or more, sometimes). Sometime the range corresponds to heating vs cooling mode. For other models, it is unclear what the range represents. (It's possible the range represents minimum to maximum modulation of the compressors & fans.) Would it be possible for you please help clarify these details, so we can ascertain how inverter heat pumps are accounted for, in the ordinance? [ If(!) the dbA value represents the 100% capacity noise for inverter heat -pumps, then we would suggest to consider a relaxation of the dBA requirements for inverter heat -pumps.] Thank you for your consideration. Regards Glen Garfunkel Climate Reality Project - Silicon Valley Project On Aug 11, 2023, at 5:32 PM, Adam Sweeney<adamsweeney@stanfordalumni.org> wrote: Item 13: Staff Report Pg. 25 Packet Pg. 611 of 638 Item 13 Attachment B - Public Correspondence Hi Amy and all, Thank you very much for pointing us to the proposal. I have one question for you. In the package there is a document from the Planning and Development Services department titled "Residential Electrification Equipment: Noise Standards and Placement Guidelines". On the second page of that document, just under Table 1, it says, "All noise producing electrification equipment will need to maintain a 36" separation between structures." Does that mean that a heat pump in a side yard will have to be 36" from the wall of the house? Requiring that will almost double the amount of side yard space required for many units. Do you know where this requirement comes from? I can't find any other mention of it in the docs. I apologize in advance if I'm just confused and misreading things. Sincerely, Adam Sweeney On Thu, Aug 10, 2023 at 7:26 AM French, Amy <Amy.French@cityofoaloalto.org> wrote: The draft ordinance is embedded in the staff report for last nights commission - the staff report is embedded in the agenda htt-2s://www.cityohaloalto.org/files/assets/-public/agendas- minutes-re ports/agendas-minutes/ planning -and -trans Dortation-commission/2023/ptc- 8.09-pu olic-agenca2.pdf Note that the commission meeting on the first two items went to almost midnight last night and this item on noise producing electrification equipment was continued to the august 30 commission date. Get Outlook for iOS From: Glen Garfunkel <glen100@gmail.com> Sent: Thursday, August 10, 2023 12:18:29 AM To: French, Amy <Amy.French@CityofPaloAlto.org> Cc: Klicheva, Madina <Madina.Klicheva@CitvofPaloAlto.org>; Adam Sweeney <adamsweeneyl@gmail.com>; Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org>; Julie Allingham <julie.allingham@gmail.com> Subject: Re: Noise Ordinance for San Jose Hello Amy Can you please share the new proposed noise and setback ordinance document, which I assume is available now? I could not locate it online. Thanks Glen Garfunkel Item 13: Staff Report Pg. 26 Packet Pg. 612 of 638 Item 13 Attachment B - Public Correspondence Climate Reality Project - Silicon Valley Chapter On Jul 21, 2023, at 11:56 AM, French, Amy<Amy.French@CityofPaloAlto.org> wrote: August 2nd publication. Original Message From: Glen Garfunkel <glen100@gmail.com> Sent: Thursday, July 20, 2023 11:33 PM To: French, Amy <Amy.French@CityofPaloAlto.org> Cc: Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org>; Adam Sweeney <adamsweeneyl@gmail.com>; Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org>; Julie Allingham <julie.allingham@gmail.com> Subject: Re: Noise Ordinance for San Jose Amy, Madina, Thanks for the updates. So then around Aug 9th would a copy of the staff report be available? Thanks Glen Garfunkel On Jul 19, 2023, at 5:18 PM, French, Amy<Amy.French@CitvofPaloAlto.org> wrote: Apologies Mr. Garfunkel, We had a major public hearing item continued from July 12 to July 26. We are pushing the ordinance to August 9th for the Commission's consideration. Therefore, September is going to be the target for Council consideration of the ordinance. Original Message From: Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org> Sent: Wednesday, July 19, 2023 3:34 PM To: Glen Garfunkel <glen100@gmail.com> Cc: Adam Sweeney <adamsweeney1@gmail.com>; Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org>; French, Amy <Amy.French@CityofPaloAlto.org> Subject: RE: Noise Ordinance for San Jose Hi Glen! Thank you for your email. The staff report for the July 26th Planning & Transportation Commission Item 13: Staff Report Pg. 27 Packet Pg. 613 of 638 Item 13 Attachment B - Public Correspondence is currently being completed by Amy French. Additionally, we want to present the ordinance to Council on August 21. Thank you! Madina Original Message From: Glen Garfunkel <glen100@gmail.com> Sent: Wednesday, July 19, 2023 11:38 AM To: Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org> Cc: Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org>; Adam Sweeney <adamsweeneyl@gmail.com> Subject: Re: Noise Ordinance for San Jose Hi Jonathan Any updates? Is there a draft ready perhaps? thx Glen Garfunkel Climate Reality Project - Silicon Valley Chapter On May 30, 2023, at 7:02 PM, Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org> wrote: Hi Glen. Thanks for checking in. We've made some progress - the outstanding issue for us was updates to our noise ordinance. That proved a little more complicated but I think we are heading down a path of allowing noise producing equipment to encroach up to four feet from a side or rear property line and identify and establish a standard of presumptive compliance with the noise ordinance is located 15 feet away and meeting a certain db level. Still sorting through some details with our noise consultant. I expect our planning commission to review the change in late July; Council in August or September. JONATHAN LAIT Director Planning and Development Department (650) 329-2676 I .onathan.fait@cityofaaloalto.orgwww.cityofoaloalto.org Original Message From: Glen Garfunkel <glen100@gmail.com> Sent: Monday, May 29, 2023 11:58 PM Item 13: Staff Report Pg. 28 Packet Pg. 614 of 638 Item 13 Attachment B - Public Correspondence To: Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org> Cc: Klicheva, Madina <Madina.Klicheva@CityofPaloAlto.org> Subject: Re: Noise Ordinance for San Jose Hi Jonathan Last we spoke I got impression the new ordinances document (including setbacks, for heat pumps, etc) was to be rewritten before mid -summer. Is there a draft or finished version available yet? thx Glen Garfunkel Climate Reality Project - SV Chapter On Feb 27, 2023, at 7:22 PM, Lait, Jonathan <Jonathan.LaitPCityofPaloAlto.org> wrote: Sorry for the delayed response - I was out last week. @Klicheva, Madina can help us find to time to talk. We don't have much at the moment but happy to share where we think this is heading. Take care, Jonathan JONATHAN LAIT Director Planning and Development Department (650) 329-2676 I.onathan.laitPcitvofoaloalto.org www.cityofoaloalto.org Original Message From: Glen Garfunkel <glen100@gmail.com> Sent: Thursday, February 23, 2023 12:36 AM To: Lait, Jonathan <Jonathan.Lait@CityofPaloAlto.org> Cc: Adam Sweeney<adamsweeneyPstanfordalumni.org> Subject: Noise Ordinance for San Jose [You don't often get email from glen100@gmail.com. Learn why this is important at httos://aka.ms/LearnAboutSenderldentification CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Hi Jonathan, Item 13: Staff Report Pg. 29 Packet Pg. 615 of 638 Item 13 Attachment B - Public Correspondence We are interested in revisiting our noise ordinances in San Jose (for electrification projects), and would like to get a better understanding of Palo Alto's current plans or direction or thinking. Would you have time for a short phone call on this? (10-15minutes may be enough.) Thanks Glen Garfunkel Climate Reality Project - Silicon Valley Chapter San Jose Community Energy Advocates Item 13: Staff Report Pg. 30 Packet Pg. 616 of 638 Item 13 Attachment B - Public Correspondence Public Comments to Date (11-30-22 Hamilton Hitchings 1. Please allow noise making equipment for electrification within 4 feet of the property line. This includes mini split heat pumps for HVAC (Heating and Air Conditioning) and Hot Water Heaters, both of which are normally much quieter than air conditioning units. Setbacks currently range from six to twenty feet. While six feet would be fine for me, I am aware of many other houses where they would need a four foot setback to allow them to fit in their side yard. For ADUs noise making equipment is allowed within 4 feet of the property line, including loud air conditioners. I recommend a maximum within the setback. I want to get the Mitsubishi 5 -zone minisplit, which is known to be one of the quietest and it has a maximum dBA of 58 but others, especially American brands are louder and also bigger since our house is only 1,800 square feet. 2. Add a minimum dba noise level for equipment to qualify as noise making, for example 50 dbA. 50 dba is considered faint noise or moderate rainfall. I am considering a SANCO2 heat pump which is about twice as expensive as a normal hybrid water heater but has an outside heat pump separate from the water tank and is rated at a maximum dba of only 39. That's the same noise level as a normal refrigerator. However, because there is no minimum dba noise level I was told by the planning department that the minimum noise level was not in the code so no exceptions would be made. 3. For the purposes of determining noise setbacks, allow houses on corner lots (like mine) to use the side of their house where their front door is as the front of their house. Current Palo Alto municipal code mandates the front of your house is the shorter side of the property, regardless of where your front door actually is. My HVAC installer said he has never run into another city in the Bay Area which enforced such a rule. In my case this means I need a twenty foot setback from the side of my house where I would put the equipment. Since my house was extended in the 1960s before this code change was made, it completely eliminates the only area on my property I would consider putting this equipment. Another member of the public emailed the Commission comments for the August 31, 2022, PTC meeting, viewable as the first comment here: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas- minutes/3lanning-and-transportation-commission/2022htc-08.25.2022-public-comments.pdf The comments address heat pumps, outdoor unit fan noise, enclosing and insulating. Heat Pumps: Converting from gas to electricity for space heating and water heating requires electrification. The Building Code has a very strong incentive for this electrification to be efficient, and the most cost-effective approach is to use a heat pump for heating and avoid the use of electric resistance - only heating systems (glorified space heaters). Additionally, Palo Alto Utilities has a strong incentive for electrification to be efficient to mitigate the extra load on existing electrical transmission and distribution. Item 13: Staff Report Pg. 31 Packet Pg. 617 of 638 Item 13 Attachment B - Public Correspondence Outdoor unit Fan noise: Heat pumps require heat exchange between the inside and the outside, and so by far, the most typical approach is to use an outdoor unit with a fan to draw heat from or dump heat into. And these fans make noise. With the advent of variable speed heat pumps, newer modern units make a lot less noise because they use larger outside units and run at part load. Fan noise is a similar squared law to speed (fan moving at 800 RPM makes "% of the noise of a fan moving at 1600 RPM). Enclosing and Insulating: While fully enclosing and insulating the outdoor condensing unit inside a box will work for acoustics, it will completely defeat the purpose of the condensing unit to communicate with the outside air. It is important the ordinance account for both noise attenuation while not significantly diminishing the heat exchange performance (and manufacturers' warranties). The policy question at hand is whether to allow otherwise quiet equipment (as is required by the current ordinance) within the 4 -foot setback. In my experience, the current noise ordinance is a disincentive for designers to electrify ADUs. It's currently feasible to build an ADU with a gas heater and gas water heater and be done with it. That way, the designer can place the ADU against the back corner of the lot along the ADU setbacks and not worry about where to put outdoor equipment. While putting outdoor heat pump equipment is technically possible to do within the current setbacks and in a more exposed place—e.g. by the front and side doors to the ADU or elsewhere in the front, back or side yards, this design option is... not popular. A revision to the ordinance to allow for heat pumps in the setback would be a strong step towards promoting electrification. This issue with heat pumps does and will extend to Main Residences and Pools, but the proposed ordinance does not. I believe it is reasonable to expect that a well - crafted and performance -based noise ordinance could allow building electrification in new (and more importantly... existing) buildings while not antagonizing neighbors and ambient noise. Other municipalities have long dealt with this with regard to air-conditioning (see Newport Beach's Condenser Noise Analysis), so I don't believe Palo Alto has to reinvent the wheel. Through my conversations with planning staff, they have not expressed enthusiasm for such a performance -based code, or that's my perception. I'm not convinced that they have fully explored the option and understand the bureaucratic impact on their work and project review. That said, they have a lot of work/review to do currently, so it's important to consider the time required to review a performance -based ordinance and who would do that review. I don't believe that such bureaucratic issues are a reasonable excuse not to pursue as aggressive of a stance as possible to render Palo Alto's natural gas system obsolete as soon as possible." Richard Halsted Late 2021 we were going to put in an electric heat pump system (and heat pump water heater) to replace the existing gas appliances in our house, but we ran into an issue with the setback rules for the outdoor heat pump unit. For whatever reason, our house is zoned for eight -foot setbacks on the side but where the units would have been placed was six feet from the fence. For Item 13: Staff Report Pg. 32 , Packet Pg. 618 of 638 Item 13 Attachment B - Public Correspondence these very low decibel units, whether the unit is six feet or eight feet from the fence makes no difference in the noise generated. Every contractor who came through to bid on the project agreed it was "stupid" but that was the Palo Alto rules so eventually our project was scrapped (for now). We asked our Palo Alto architect friends and they said that everyone knows these setbacks are no longer relevant and that the rules will be changed at some point. Hopefully that some point is now. If you really want people to replace their gas appliances with electric heat pump units, old rules need to be updated now. To our understanding, ADU rules have shorter setbacks for all sorts of aspects including things like heat pump units. And as we live on East Meadow, which for some reason is a "special" setback street, looking at setback maps houses behind us have only six feet side setbacks, but we have eight feet side setbacks. No bureaucratic reasoning would convince me as to why that difference exists in the first place. And as a final comment, none of this makes any economic sense as the cost to put in a heat pump system is several times that of just replacing our gas furnace (which we may need to do this winter) regardless of any bill passed in Washington. You need to make it easy to do this, not the usual Palo Alto runaround for permitting and inspections as we have experienced on several jobs on our house over the years. Luke Morton Leaky Gas - Methane Leakage To meet the City's (and the world's) climate goals, it is imperative to strand current natural gas infrastructure. This is not just because natural gas combustion results in CO2 in direct emissions, but far more important, the natural gas system leaks. Recent studies (including those by Eric Lebel at Stanford) have measured a methane leakage rate from just stoves 0.8-1.3%. Other gas appliances also leak, and the natural gas system itself also leaks —you might note the slight smell of mercaptan at the Alma/Oregon Expressway overpass. Given that natural gas has a Global Warming Potential 80 times that of CO2, this is a BIG DEAL. Whereas we once thought that gas was 'clean' burning, there is some consensus building that gas is as bad as coal for global warming (see httos://www.science.org/content/article/natural- gas-could-warm-planet-much-coal-short-term). Heat Pum OS: Converting from gas to electricity for space heating and water heating requires electrification. The Building Code has a very strong incentive for this electrification to be efficient, and the most cost-effective approach is to use a heat pump for heating and avoid the use of electric resistance - only heating systems (glorified space heaters). Additionally, Palo Alto Utilities has a strong incentive for electrification to be efficient to mitigate the extra load on existing electrical transmission and distribution. Outdoor unit Fan noise: Item 13: Staff Report Pg. 33 Packet Pg. 619 of 638 Item 13 Attachment B - Public Correspondence Heat pumps require heat exchange between the inside and the outside, and so by far, the most typical approach is to use an outdoor unit with a fan to draw heat from or dump heat into. And these fans make noise. With the advent of variable speed heat pumps, newer modern units make a lot less noise because they use larger outside units and run at part load. Fan noise is a similar squared law to speed (fan moving at 800 RPM makes ^'% of the noise of a fan moving at 1600 RPM). Enclosing and Insulating: While fully enclosing and insulating the outdoor condensing unit inside a box will work for acoustics, it will completely defeat the purpose of the condensing unit to communicate with the outside air. It is important the ordinance account for both noise attenuation while not significantly diminishing the heat exchange performance (and manufacturers' warranties). The policy question at hand is whether to allow otherwise quiet equipment (as is required by the current ordinance) within the 4 -foot setback. In my experience, the current noise ordinance is a disincentive for designers to electrify ADUs. It's currently feasible to build an ADU with a gas heater and gas water heater and be done with it. That way, the designer can place the ADU against the back corner of the lot along the ADU setbacks and not worry about where to put outdoor equipment. While putting outdoor heat pump equipment is technically possible to do within the current setbacks and in a more exposed place—e.g. by the front and side doors to the ADU or elsewhere in the front, back or side yards, this design option is... not popular. A revision to the ordinance to allow for heat pumps in the setback would be a strong step towards promoting electrification. This issue with heat pumps does and will extend to Main Residences and Pools, but the proposed ordinance does not. I believe it is reasonable to expect that a well - crafted and performance -based noise ordinance could allow building electrification in new (and more importantly... existing) buildings while not antagonizing neighbors and ambient noise. Other municipalities have long dealt with this with regard to air-conditioning (see Newport Beach's Condenser Noise Analysis), so I don't believe Palo Alto has to reinvent the wheel. Through my conversations with planning staff, they have not expressed enthusiasm for such a performance -based code, or that's my perception. I'm not convinced that they have fully explored the option and understand the bureaucratic impact on their work and project review. That said, they have a lot of work/review to do currently, so it's important to consider the time required to review a performance -based ordinance and who would do that review. I don't believe that such bureaucratic issues are a reasonable excuse not to pursue as aggressive of a stance as possible to render Palo Alto's natural gas system obsolete as soon as possible. Item 13: Staff Report Pg. 34 Packet Pg. 620 of 638 Item 13 Attachment B - Public Correspondence From: French. Amy To: "Hamilton Hitchings" Cc: Lait, Jonathan Hoyt, George Subject: RE: Discuss Electrification Equipment Ordinance - Hamilton"s input see email 9:18 at 7:54 PM Date: Wednesday, September 20, 2023 3:49:00 PM Hello Hamilton, It was good to meet and discuss the ordinance today. I believe I answered your questions during the meeting, except the last question, which I now answer after a quick chat with CBO George Hoyt. The answers are below. Hopefully our meeting helped your understanding of the proposed ordinance and alerted me to some questions we may get from members of the public. Questions for Amy French • Today how close can ADUs place air conditioners and heat pumps to the property line? On -Line adopted ADU code PAMC 18.09.040: Item (i) "Noise -producing equipment such as air conditioners, water heaters, and similar service equipment that exclusively serves an ADU/JADU may be located anywhere on the site, provided they maintain the underlying front yard setback requirements of the property and, if the property is a corner lot, a 10 -foot street -side setback. All such equipment shall be insulated and housed, except that the Director may permit installation without housing and insulation, provided that a combination of technical noise specifications, location of equipment, and/or other screening or buffering will assure compliance with the city's Noise Ordinance at the nearest property line. All service equipment must meet the city's Noise Ordinance in Chapter 9.10 of the Municipal Code." The new ordinance: the ordinance going to Council on 10-2 provides a `presumed compliance' option that enables a 3 foot setback, as per the table. ADU applicants can follow the new table, but ADU applicants can also propose to place equipment WITHIN the 3' setback area — but if it is placed there, it MUST comply with the existing code 18.09, which requires compliance with the noise ordinance, Section 9.10.030 (a) (i.e. sound of equipment is less than or equal to 6 db above ambient). Your situation — rear setback request In our meeting, I clarified the new ordinance says "shall provide a minimum three foot interior side and rear yard setback, and a minimum ten foot street side yard setback." This solves your home's particular issue since your interest is placement in your rear yard (and your garage is 10 feet from rear property line). • How much difference would it make measuring the sound on the other side of a 5 foot fence from the heat pump HVAC? I have no idea. We did not ask our consultants to study this. • Could you require sound be measured on other side of fence? If there is a fence along the property line...that is an option but would require resources we do not have; it is possible the Council could move a modification to the ordinance. Item 13: Staff Report Pg. 35 Packet Pg. 621 of 638 Item 13 Attachment B - Public Correspondence J • Why not 53 dba at property line in 60 dba ambient noise zones per the comp plan? If the local ambient level is 60dBA, then the requirement is to not exceed 6 decibels above 60 dBA at the property line, if you propose to place the equipment at 3 feet or more from the interior property lines. If the equipment is 67 dBA, and you want to place it 3 feet from the property line, then an applicant can request a Home Improvement Exception for that 1 decibel over 66 dBA. • Any concern about the heat from a heat pump 3 feet from the property line blowing heat onto the neighbors property and damaging their vegetation? We did not consider this. Thank you for alerting us that former CM Dubois brought this concern to you. • Director can approve up to 6 dba more but is going to require a sound study? It may require a noise study to verify the local ambient level is over 50 dBA. The Comprehensive Plan existing noise contours map (below) that shows 60, 65, and 70 dBA CNEL is not showing "ambient noise levels". A noise study could determine ambient dBA level as defined in our municipal code: (d) "Local ambient" means the lowest sound level repeating itself during a six -minute period as measured with a precision sound level meter, using slow response and "A" weighting. The minimum sound level shall be determined with the noise source at issue silent, and in the same location as the measurement of the noise level of the source or sources at issue. However, for purposes of this chapter, in no case shall the local ambient be considered or determined to be less than: (1) Thirty dBA for interior noise in Section 9.10.030(b); (2) Forty dBA in all other sections. If a significant portion of the local ambient is produced by one or more individual identifiable sources which would otherwise be operating continuously during the six -minute measurement period and contributing significantly to the ambient sound level, determination of the local ambient shall be accomplished with these separate identifiable noise sources silent. Item 13: Staff Report Pg. 36 Packet Pg. 622 of 638 Item 13 Attachment B - Public Correspondence J 3t -. Crt al VONNA NM, LOCO !EIa WC 9I/.E5A1. Ntaitip Lno. alto. LIi C.at>iai Svw, Op.' Rr 66N.:44. - PALO ALTO CONEEENENE*YE PLAN NATURAL ENVIRONMENT ELEMENT hum. Map max: I, NN•ve d :onulbuftlo'. for COTrian marracoes tray, avadaba rnlormanr. Y sw*.Carrrxncpet Ra#..t'n.om mMaunWar"M o.mr .a-A0way .rdsa ccreoun Raal ft1. agam.rt and pratW NMI Urea trains RM.. O Edran 4tmco. - ,kqtywys LaioNs ED rc mEatrtr -- E0 dBA CNO color re. SA OA anus fb-u ddl (NLu vanoae 5 I r r a N r r S c o a (t) a to • MAP N•5 EXISTING NOISE CONTOURS • Can you install heat pump compressor under a fixed window that does not have an opening mechanism? Note, I was recently told use by building inspection (but sometimes different folks give different answers). You noted you received a response from building that it could NOT be placed under a window that HAS opening mechanism. I contact CBO George Hoyt who says "It can be installed under a window as long the window is not a required emergency egress component." Item 13: Staff Report Pg. 37 Packet Pg. 623 of 638 Item 14 Item 14 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: INFORMATION REPORT Lead Department: Administrative Services Meeting Date: October 2, 2023 Report #:2307-1771 TITLE Sales Tax Digest Summary Calendar 2023 Q1 (January 2023 — March 2023) DISCUSSION This report transmits information regarding the City of Palo Alto's sales tax receipts for the first quarter (January - March) of 2023. Further and more detailed levels of information can be found in the attached City of Palo Alto Sales Tax Digest Summary 2023 Q1 (Attachment A). The City's sales tax cash receipts of $8.07 million for the first quarter (January to March 2023) is $36,400 (0.4%) lower than the same quarter of the prior year (see Attachment A, Historical Analysis by Calendar Quarter). When adjusted for non -period related payments, the overall economic quarter over quarter sales tax activity (Q1 2022 to Q1 2023) in Palo Alto increased by $0.1 million (1.5%). For the year ending in the first quarter of 2023, sales tax cash receipts for the city increased by 8.5% from the prior year. When adjusted for non -period related payments, the overall economic sales tax activity in Palo Alto for the year increased by 8.6%. In comparison, statewide increased by 3.9% and the Bay Area increased by 3.7%. When adjusted for non - period related payments, the overall economic sales tax activity ending in the first quarter of 2023 increased by 4.5% statewide and decreased by 1.9% in the Bay Area. The first quarter includes $1.6 million of sales tax receipts from the county pool. The City' s share of the county pool for this quarter remains flat at 6.0% compared to the first quarter of 2022. County pools are primarily from online purchases from out-of-state companies, remote sellers who ship merchandise to California/ County destinations, and private vehicle sales that are not directly allocated to a jurisdiction. County pools are allocated to local jurisdictions based on each jurisdiction' s share of total sales taxes. ATTACHMENTS Attachment A: City of Palo Alto Sales Tax Digest Summary, 2023 Q1 APPROVED BY: Kiely Nose, Assistant City Manager Item 14: Staff Report Pg. 1 Packet Pg. 624 of 638 City of Palo Alto Sales Tax Digest Summary Collections through May 2023 Sales January through March 2023 (2023Q1) Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 California Overview For the year ending in first quarter of 2023, cash receipts increased 3.9% statewide, 3.7% in the Bay Area. However, when adjusted for non -period related payments, the overall economic sales tax activity for the year ending in first quarter of 2023 increased by 4.5% statewide and increased 1.9% in the Bay Area. The differential in cash and economic results was due to various cash anomalies such as late payments and audit adjustments. City of Palo Alto For the year ending in the first quarter of 2023, sales tax cash receipts for the city increased by 8.5% from the prior year. When adjusted for non -period related payments, the overall economic sales tax activity in Palo Alto for the year ending in first quarter of 2023 increased by 8.6%. Sales tax cash receipts decreased by 0.4% in California from Q1 2022 to Q1 2023, matching the statewide decline of 0.5%. Overall, the decline in sales tax cash receipts in California in Q1 2023 was due to a combination of factors, including bad weather, higher interest rates, and a slowing in consumer demand. This led to an overall decrease in consumer spending. Inflation declined by 1.6% from an average of 8.0% in Q1 2022 to 6.4% in Q1 2023. Interest rates increases made financing larger purchases, such as new autos, more expensive. According to Experian, the average interest rate for an auto loan in California for the year ended 2023Q1 was 5.41%, up from 4.73% in the year ended 2022Q1. This represents a 14.2% increase in the average interest rate. The Transportation Category in Palo Alto saw the largest decline in taxable sales on an economic basis over the past year, falling by 13.0%. This was driven by a 19.4% year -over -year decline in taxable sales of new autos, which make up 76.3% of the category. However, much of the decline in sales tax from new autos was offset by increases in the Leasing segment (which appears in the B2B category). The average price of a new car in California was $45,340 in 2023Q1, down from $46,340 in 2022Q1, a 2.16% decline. While higher interest rates should contribute to a decline in demand for new autos, decreasing prices should lead to an increase in demand. Also, in the current uncertain economic climate, consumers remain cautious, especially in the face of higher prices throughout the economy. However, it should be noted that after recent supply chain constraints and unusually high prices for new autos, there remains a large pent up demand for new autos. After several years of turbulence in the new auto marketplace, numerous countervailing trends remain and we have yet to reach a 'new normal'. www.avenuinsights.com Item 14: Staff Report Pg. 2 , Packet Pg. 625 of 638 ge 1 City of Palo Alto Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 Regional Overview The chart below shows adjusted economic benchmark year amounts, which means that it shows a full year from the first quarter of 2022 through first quarter of 2023 compared to first quarter of 2021 through first quarter of 2022 (benchmark years are rolling annual comparisons through the current quarter). The growth level is different between the state and Palo Alto because the sales tax from businesses in Palo Alto were more impacted by the pandemic than those statewide and Palo Alto continues to have a longer growth 'tail' to its recovery. Regional Overview Chart (Economic) BENCHMARK YEAR 2023Q1 COMPARED TO BENCHMARK YEAR 2022Q1 ECONOMIC CATEGORY ANALYSIS FOR YEAR ENDED 1st Quarter 2023 % of Total / %Change Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast General Retail 27.3/4.4 27.7/2.0 23.6/-5.9 27.8/-0.1 36.2/-2.5 26.3/4.2 32.5/12.6 26.3/-15.4 Food Products 17.4/22.0 20.6/7.6 22.1/4.5 16.4/8.2 14.5/3.2 22.5/9.0 17.4/10.9 17.9/-5.8 Transportation 18.0/-13.0 24.5/5.6 20.5/-5.1 27.4/2.5 23.2/2.3 25.3/7.8 25.8/18.5 30.0/-6.9 Business to Business 33.6/24.1 16.3/4.9 21.8/-4.7 14.5/9.1 15.2/5.9 16.0/6.6 11.2/24.3 10.4/-10.4 Misc/Other 3.6/-5.1 11.0/2.2 10.8/-5.5 14.0/0.7 10.9/-1.7 9.9/4.2 13.1/13.3 15.4/-9.9 Total 100.O/8.6 100.0 4.5 ECONOMIC 100.0 1.9 SEGMENT ANALYSIS 100.0 3.3 FOR YEAR ENDED 100.0 0.7 lst Quarter 2023 100.0 6.6 100.0 15.1 100.0 -9.9 Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Largest Segment Leasing Restaurants Restaurants Auto Sales - New Miscellaneous Retail Restaurants Miscellaneous Retail Service Stations % of Total / % Change 21.3/21.2 14.7/10.9 16.2/10.0 11.2/-0.1 13.4/-0.2 16.5/12.2 15.6/17.9 11.8/4.2 2nd Largest Segment _ Restaurants Auto Sales - New Auto Sales - New Restaurants Department Stores Auto Sales - New Auto Sales - New Restaurants % of Total / % Change 15.5/23.5 11.5/3.0 9.8/-9.3 11.1/9.2 11.1/1.3 12.8/6.6 10.9/12.0 11.2/-5.9 3rd Largest Segment Auto Sales - New Miscellaneous Retail Department Stores Miscellaneous Retail Restaurants Department Stores Restaurants Auto Sales - New %ofTotal/%Change 13.8/-19.4 9.2/6.4 7.7/0.2 10.5/-1.1 9.6/3.8 8.1/5.6 10.8/14.3 11.2/-13.5 www.avenuinsights.com Item 14: Staff Report Pg. 3 Packet Pg. 626 of 638 2,e 2 City of Palo Alto Gross Historical Sales Tax Cash Receipts by Benchmark Year and Quarter Adjustments) $35,000,000 $30,000,000 $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $- Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 b enure d'L O� d ati ati O'' at* ay O2' ci o' a�' Oti p" Oo Oti Oti O'' o -d o- ,6;.° ti ti� 1Q' 1� 1oi tiA 1°r ti0 y0 ti0 y0 Lti ti~ L1 L1 L1 ti~ y0 ti0 0 ti0 0 ti0 0 10 ti0 0 ti0 y0 y0 ti0 .y0 ,t0 LO y0 .10 - Quarterly —Benchmark Year Net Cash Receipts for Benchmark Year first Quarter 2023: $34,007,195 `Benchmark year (BMY) is the sum of the current and 3 previous quarters (2023Q1 BMY is sum of 2023 Q1, 2022 Q4, 2022 Q3, 2022 Q2) Net Pools & Adjustments 20.2% All Other 35.1% Office Equipment 7.4% Apparel Stores 6.7% Leasing 21.4% Restaurants 15.6% • Auto Sales - New 13.8% www.avenuinsights.com Item 14: Staff Report Pg. 4 Packet Pg. 627 of 638 1/4 �e3 City of Palo Alto TOP 25 SALES/USE TAX CONTRIBUTORS Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 The following list identifies Palo Alto's Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents the year ended first quarter of 2023. The Top 25 Sales/Use Tax contributors generate 60.6% of Palo Alto's total sales and use tax revenue. Anderson Honda Apple Stores Arco AM/PM Mini Marts Audi Palo Alto Bloomingdale's Hengehold Trucks Hermes HP Enterprise Services Louis Vuitton Macy's Department Store Magnussen's Toyota of Palo Alto Neiman Marcus Nordstrom Department Store Richemont Rivian Automotive Shell Service Stations Shreve & Co. Stanford Health Care Tesla Tesla Lease Trust Tiffany & Company Union 76 Service Stations Valero Service Stations Varian Medical Systems Volvo Cars Palo Alto www.avenuinsights.com Item 14: Staff Report Pg. 5 Packet Pg. 628 of 638 2,e 2 City of Palo Alto $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $- Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 Sales Tax from Largest Non -Confidential Sales Tax Segments (Economic) • Benchmark Year 2023O1 ■ Benchmark Year 2022O1 J i r www.avenuinsights.com Item 14: Staff Report Pg. 6 Packet Pg. 629 of 638 City of Palo Alto Historical Analysis by Calendar Quarter Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 01 l _ Economic Category % 2023O1 2022O4 2022O3 202202 2022O1 2021O4 202103 202102 2021O1 2020O4 2020O3 Business To Business 28.6% 2,350,567 2,571,178 2,194,817 2,095,020 2,031,199 2,136,501 1,689,561 1,559,814 1,700,725 1,937,072 1,909,078 Miscellaneous/Other 16.1% 1,302,322 1,517,005 1,597,816 1,724,861 1,701,538 1,687,189 1,812,731 1,743,358 1,558,859 1,777,635 1,480,228 General Retail 20.3% 1,640,927 2,305,038 1,802,777 1,920,316 1,639,417 2,282,253 1,687,461 1,740,666 1,153,240 1,608,823 1,143,497 Food Products 14.8% 1,195,458 1,260,287 1,230,824 1,227,240 1,018,577 1,083,309 999,729 912,939 635,705 674,469 651,271 Subtotal Economic (Local Business) 79.8% 6,489,274 7,653,508 6,826,234 6,967,438 6,390,731 7,189,252 6,189,482 5,956,778 5,048,529 5,997,999 5,184,075 Net Pools & Adjustments 20.2% 1,586,938 1,935,580 1,862,181 686,044 1,721,924 1,806,328 584,508 1,513,663 1,741,273 1,343,184 1,339,250 Total Cash Receipts 100.0% 8,076,212 9,589,088 8,688,414 7,653,481 8,112,655 8,995,580 6,773,990 7,470,441 6,789,802 7,341,183 6,523,324 Economic Segment Miscellaneous/Other Restaurants Miscellaneous Retail Apparel Stores Department Stores Service Stations Food Markets Business Services Subtotal Economic (Local Business) Net Pools & Adjustments Total Cash Receipts % 2023O1 2022O4 2022O3 202202 2022Q1 2021O4 2021O3 202102 2021O1 2020O4 2020O3 46.8% 3,818,384 4,490,992 4,087,158 4,008,008 3,949,786 3,969,954 3,752,178 3,570,610 3,406,995 3,982,753 3,567,251 13.3% 1,073,621 1,114,637 1,102,248 1,093,944 902,707 947,771 884,911 799,544 540,244 557,662 546,924 5.5% 448,322 545,797 381,616 479,710 432,956 679,381 412,016 514,516 338,032 489,417 329,678 5.2% 423,470 538,573 435,730 495,508 392,724 540,782 406,274 398,447 264,318 365,627 265,136 4.4% 356,626 533,032 423,601 454,349 367,144 525,295 388,703 384,763 237,522 315,453 186,316 2.4% 192,723 215,640 233,387 250,715 191,755 190,610 181,460 157,268 116,258 111,242 108,840 1.3% 101,978 116,810 99,811 104,253 91,634 108,203 90,773 89,773 74,397 89,739 81,580 0.9% 74,150 98,027 62,683 80,950 62,025 227,256 73,169 41,858 70,763 86,107 98,350 79.8% 6,489,274 7,653,508 6,826,234 6,967,438 6,390,731 7,189,252 6,189,482 5,956,778 5,048,529 5,997,999 5,184,075 20.2% 1,586,938 1,935,580 1,862,181 686,044 1,721,924 1,806,328 584,508 1,513,663 1,741,273 1,343,184 1,339,250 100.0% 8,076,212 9.589,088 8,688.414 7,653.481 8,112,655 8.995.580 6,773,990 7.470.441 6,789,802 7.341.183 6,523,324 The chart above shows the categories and segments in quarterly economic basis amounts. The total amount is the net cash receipts, and it was obtained by adding up the categories/segments with the "Net Pools & Adjustments" amount. www.avenuinsights.com (800) 800-8181 Item 14: Staff Report Pg. 7 Pale 5 Packet Pg. 630 of 638 City of Palo Alto Historical Analysis by Calendar BMY from 2014Q1 to 2023Q1 Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 01 Economic Category % 2023O1 2022O1 2021O1 2020O1 2019O1 2018O1 2017O1 2016O1 2015O1 2014O1 Business To Business 27.1% 9,211,582 7,417,075 7,559,749 8,285,565 7,585,071 6,221,078 5,363,280 4,930,311 4,185,193 4,592,034 Miscellaneous/Other 18.1% 6,142,004 6,944,815 5,918,738 6,876,486 7,867,779 6,368,729 6,081,956 5,701,511 5,322,795 6,941,845 General Retail 22.6% 7,669,059 7,349,797 4,334,592 7,342,533 8,414,928 8,348,586 8,556,247 8,016,839 8,080,314 7,938,038 Food Products 14.4% 4,913,808 4,014,555 2,406,412 4,758,417 4,813,722 4,729,681 4,593,233 4,560,623 4,270,210 3,943,408 Subtotal Economic (Local Business) 82.1% 27,936,453 25,726,242 20,219,491 27,263,001 28,681,500 25,668,075 24,594,716 23,209,283 21,858,511 23,415,325 Net Pools & Adjustments 17.9% 6,070,743 5,626,425 6,261,187 5,549,517 6,475,660 7,780,906 7,375,620 6,510,739 6,984,972 6,562,710 Total 100.0% 34,007,195 31,352,667 26,480,678 32,812,518 35,157,160 33,448,981 31,970,337 29,720,022 28,843,483 29,978,035 Economic Segment % 2023O1 2022O1 2021O1 2020O1 2019O1 2018O1 2017O1 2016O1 2015O1 2014O1 Miscellaneous/Other 48.2% 16,404,542 15,242,527 14,175,956 16,156,412 16,961,455 14,112,656 12,638,958 11,524,583 10,555,643 12,520,825 Restaurants 12.9% 4,384,450 3,534,932 1,992,761 4,200,329 4,278,481 4,155,599 4,037,282 4,011,460 3,758,386 3,458,140 Miscellaneous Retail 5.5% 1,855,445 2,038,869 1,265,974 1,558,415 1,588,576 1,740,607 2,318,218 1,738,856 1,598,740 1,536,401 Apparel Stores 5.6% 1,893,281 1,738,227 965,485 1,812,209 2,007,712 1,752,885 1,691,766 1,629,041 1,659,379 1,630,386 Department Stores 5.2% 1,767,608 1,665,905 769,134 1,684,162 1,927,148 2,078,890 2,100,425 2,298,561 2,397,393 2,415,255 Service Stations 2.6% 892,465 721,092 406,403 687,514 693,763 627,009 573,919 618,471 732,864 757,377 Business Services 1.2% 422,852 380,382 320,260 718,085 815,861 729,690 773,095 925,803 716,275 680,069 Food Markets 0.9% 315,810 404,308 323,518 445,875 408,504 470,739 461,053 462,510 439,831 416,872 Subtotal Economic (Local Business) 82.1% 27,936,453 25,726,242 20,219,491 27,263,001 28,681,500 25,668,075 24,594,716 23,209,283 21,858,511 23,415,325 Net Pools & Adjustments 17.9% 6,070,743 5,626,425 6,261,187 5,549,517 6,475,660 7,780,906 7,375,620 6,510,739 6,984,972 6,562,710 Total 100.0% 34,007,195 31,352,667 26,480,678 32,812,518 35,157,160 33,448,981 31,970,337 29,720,022 28,843,483 29,978,035 The chart above shows the categories and segments in benchmark year economic basis amounts. The total amount is the net cash receipts, and it was obtained by adding up the categories/segments with the "Net Pools & Adjustments" amount. Benchmark year (BMY) is the sum of the current and 3 previous quarters (2023O1 BMY is sum of 2023 O1, 2022 Q4, 2022 Q3, 2022 Q2). www.avenuinSights.com Item 14: Staff Report Pg. 8 Packet Pg. 631 of 638 e 7 City of Palo Alto Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 Quarterly Analysis by Sales Tax Category: Change from 2022Q1 to 2023Q1 (Economic) ood Products Transportation Business to Business Et:IIMECE ECEEMIXIS MIMEO g c LJ ._ Campbell -2.9% 12.1% -5.2% -34.9% -7.4% 2,430,988 2,614,329 -7.0% Restaurants Office Equipment Electronic Equipment Light Industry Cupertino -9.9% 14.0% 15.1% -31.7% -3.5% 7,554,236 10,388,310 -27.3% Restaurants Service Stations Office Equipment I.T. Infrastructure Gilroy -3.2% 5.1% -14.1% -17.5% -16.5% 3,700,699 4,053,122 -8.7% Heavy Industry Restaurants I.T. Infrastructure Auto Sales - New Lcs altos 22% 6.1% -2.6% 18.2% 36.3% 574,144 548,830 4.6% Restaurants Miscellaneous Retail Fumiture/Appliance Light Industry Los Gatos -13.9% 11.0% -5.8% -9.4% 17.2% 1,349,122 1,363,484 -1.1% Restaurants Miscellaneous Other Miscellaneous Retail Office Equipment 1L2% 17.8% 1.8% -1.9% 16.5% 5,449,621 5,081,311 7.2% Office Equipment Restaurants Electronic Equipment Light Industry Morgan Hill 7.2% 5.8% 0.3% -23.9% -8.0% 2,404,435 2,457,715 -2.2% Auto Sales - New Restaurants Light Industry Service Stations Mountain View -4.5% 24.4% -5.4% -27.5% 24.7% 4,393,601 4,463,301 -1.6% Restaurants Biotechnology Business Services Energy Sales Palo Alto -0.3% 14.9% -26.9% 10.8% -6.7% 6,489,274 6,518,712 -0.5% Leasing Restaurants Auto Sales - New Health & Government San lose -3.0% 9.7% 2.9% 25.4% -7.4% 44,658,554 42,190,739 5.8% Green Energy Restaurants BIdg.Matls-Whsle Service Stations Santa Clara 1.196 28.2% 9.6% 12.7% 22.9% 12,674,311 11,137, 261 13.8% Restaurants BIdg.Matls-Whsle Furniture/Appliance Auto Sales - Used County of Santa Clara 0.2% -15.8% 28.4% 43.4% -21.8% 1,119,395 1,156,360 -3.2% Misc. Vehide Sales Leasing BIdg.Matls-Whsle Food Processing Eqp Saratoga 0.196 1.3% -13.8% -42.1% -S.2% 233,655 247,570 -5.6% Restaurants Auto Parts/Repair Service Stations Business Services Sunnyvale -29.9% 16.7% -7.9% -11.4% 21.7% 6,463,748 7,012,289 -7.8% Restaurants Light Industry Miscellaneous Retail Office Equipment Unlike the chart on page one which showed a 'benchmark year' through first quarter of 2023, the chart above shows a comparison of one quarter only - first quarter of 2023 to first quarter of 2022. This chart is for local 'brick and mortar' businesses and it excludes county pools and adjustments. www.avenuinsights.com (800) 800-8181 Item 14: Staff Report Pg. 9 Page 8 Packet Pg. 632 of 638 City of Palo Alto Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 01 City of Palo Alto Geo Areas & Citywide Chart Data: Change from 2022Q1 to 2023Q1 (Economic) California Avenue % CHANGE QoQ 2023Q1 QE 2022Q1 QE 23Q1 % OF TOTAL 22Q1 % OF TOTAL FOOD PRODUCTS GENERAL RETAIL ALL OTHER TOTAL 36.7% -40.2% 0.8% 6.5% 64,086 15,166 40,728 119.980 46,888 25,382 40,388 112,658 53.4% 12.6% 33.9% 100.0% 41.6% 22.5% 35.8% 100.0% El Camino Real and Midtown % CHANGE QoQ 2023Q1 QE 2022Q1 QE 23Q1 % OF TOTAL 22Q1 % OF TOTAL FOOD PRODUCTS GENERAL RETAIL ALL OTHER TOTAL 1 -2.0% 6.2% -8.5% 150,257 39,165 131,639 153,346 36,894 143,797 46.8% 12.2% 41.0% 45.9% 11.0% 43.0% -3.9% 321,062 334,037 A100.0% Greater Downtown % CHANGE QoQ 2023Q1 QE 2022Q1 QE 23Q1 % OF TOTAL 22Q1 % OF TOTAL FOOD PRODUCTS GENERAL RETAIL BUSINESS TO BUSINESS CONSTRUCTION MISCELLANEOUS TRANSPORTATION _ TOTAL 19.1% 469,690 -6.1% 244,475 5.1% 45,766 -7.0% 8,842 13.9% 8,282 52.7% 5 344 8.9% 782,398 394,311 260,220 43,541 9,507 7,271 3,499 718,349 60.0% 31.2% 5.8% 1.1% 1.1% 0.7% ik 100.0% AMP 100.0% 54.9% 36.2% 6.1% 1.3% 1.0% 0.5% Stanford Shopping Center % CHANGE QoQ 2023Q1 QE 2022Q1 QE 23Q1 % OF TOTAL 22Q1 % OF TOTAL GENERAL RETAIL FOOD PRODUCTS ALL OTHER -9.4% 5.2% -48.9% 850,066 138,870 148,787 938,161 132,060 290,988 74.7% 12.2% 13.1% 68.9% 9.7% 21.4% -16.4% 1,137,722 1,361,208 www.avenuinsights.com Item 14: Staff Report Pg. 10 Packet Pg. 633 of 638 City of Palo Alto Item 14 Attachment A - City of Palo Alto Sales City of Palo Alto Geo Areas & Citywide Chart Data: Change from 2022Q1 to 2023Q1 (Economic) Cont. Tax Digest, 2023 Q1 Town And Countr Shopping Center % CHANGE QoQ 2023O1 QE 2022Q1 QE 23Q1 % OF TOTAL 22O1 % OF TOTAL FOOD PRODUCTS GENERAL RETAIL ALL OTHER TOTAL 13.4% 11.0% -10.9% 11.9% 102,282 90,167 63.3% 55,923 50,399 34.6% 3.389 3,805 2.1% 161,593 i 144,371 dab 100.0% M 100.0% 62.5% 34.9% 2.6% All Other Geos combined with Balance of Jurisdiction % CHANGE QoQ 2023Q1 QE 2022Q1 QE 23O1 % OF TOTAL 22Q1 % OF TOTAL BUSINESS TO BUSINESS GENERAL RETAIL FOOD PRODUCTS TRANSPORTATION MISCELLANEOUS CONSTRUCTION TOTAL 12.5% -8.4% 15.3% - 13.7% -23.6% - 12.5% 1.7% 2,235,775 1,261,767 1,001,083 985,451 41,422 26,543 5,552,041 1,988,128 1,377,099 867,935 1,142,033 54,183 30,334 5,459,713 40.3% 22.7% 18.0% 17.7% 0.7% 0.5% 100.0% 36.4% 25.2% 15.9% 20.9% 1.0% 0.6% 100.0% All Geo Area Totals Comparison 23O1 & 22O1 % CHANGE QoQ 202301 QE 2022Q1 QE 23Q1 % OF TOTAL 22Q1 % OF TOTAL Balance of Jurisdiction Stanford Shopping Center Greater Downtown El Camino Real and Midtown Town And Country Shopping Center California Avenue TOTAL 8.6% -16.4% 8.9% -3.9% 11.9% 6.5% 1.7% 3,029,285 1,137,722 782,398 321,062 161,593 119,980 5,552,041 2,789,090 1,361,208 718,349 334,037 144,371 112,658 5.459.713 54.6% 20.5% 14.1% 5.8% 2.9% 2.2% 100.0% M 100.0% 51.1% 24.9% 13.2% 6.1% 2.6% 2.1% Palo Alto citywide QE 23Q1 & 22Q1 % CHANGE QoQ 2023O1 QE 2022O1 QE 23Q1 % OF TOTAL 22Q1 % OF TOTAL 3USINESS TO BUSINESS GENERAL RETAIL FOOD PRODUCTS TRANSPORTATION MISCELLANEOUS CONSTRUCTION TOTAL www.avenuinsights.com 10.8% -0.3% 2,350,567 1,640,927 14.9% 1,195,458 -26.9% 1,055,554 - 19.0% 185,342 59.7% 61,425 -0.5% 6,489,274 (800) 800-8181 2,122,094 1,645, 517 1,040,148 1,443,619 228,864 38,471 6,518,712 36.2% 25.3% 18.4% 16.3% 2.9% 0.9% 100.0% 32.6% 25.2% 16.0% 22.1% 3.5% 0.6% 100.0% Page 10 Item 14: Staff Report Pg. 11 Packet Pg. 634 of 638 City of Palo Alto City of Palo Alto Geo Area Pie Charts California Avenue2023Q1 SALES TAX AMOUNTS ALL OTHER, 0.8%CHANGE, $40,728 , 33.9% TOTAL GENERAL RETAIL, -402% CHANGE, $15,166 , 12.6%TOTAL FOOD PRODUCTS, 36 7% CHANGE,$64,086 , 53.4% TOTAL EI Camino Real and Midtown 2023Q1 SALES TAX AMOUNTS ALL OTHER, -85% CHANGE, $131,639 , 41.0% TOTAL GENERAL RETAIL, 6.2% CHANGE, $39,165 , 122% TOTAL FOOD PRODUCTS, -20% CHANGE, $150,257 , 46.8% TOTAL ALL OTHER, $40,388 , 35.8% TOTAL GENERAL RETAIL, $25,382 , 225% TOTAL Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 California Avenue2022Q1 SALES TAX AMOUNTS FOOD PRODUCTS,$46,888 , 41.6% TOTAL EI Camino Real and Midtown 2022Q1 SALES TAX AMOUNTS ALL OTHER, $143,797 43-0% TOTAL GENERAL RETAIL, $36,894, 11.0% TOTAL FOOD PRODUCTS,$153,346 , 45.9% TOTAL www.avenuinsights.com Item 14: Stiff Report Pg. 12 Packet Pg. 635 of 638 11 City of Palo Alto City of Palo Alto Geo Areas Pie Charts Greater Downtown 2023Q1 SALES TAX AMOUNTS CONSTRUCTION, -7.0 CHANGE, $8,842 , 1.1% TOTAL BUSINESSTO BUSINESS, 5.1% CHANGE, $45,766 , 5.8% TOTAL GENERAL RETAIL, -61% CHANGE, $244,475 , 312% TOTAL MISCELLANEOUS, 13.9% CHANGE, $8,282 , 1.1% TOTAL TRANSPORTATION, 52.7% CHANGE, $5,344 , 0.7% TOTAL StanfordShopping Center 2023Q1 SALESTAX AMOUNTS ALL OTHER, -48.9% CHANGE, $148,787 , 13.1% TOTAL FOOD PRODUCTS, 5.2% CHANGE, $138,870 , 12.2% TOTAL FOOD PRODUCTS, 19.1% CHANGE, $469,690 , 60.0% TOTAL GENERAL RETAIL, -9.4% CHANGE, $850,066 , 74.7% TOTAL Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 O1 Greater Downtown 2022Q1 SALES TAX AMOUNTS CONSTRUCTION, $9,507 , 1.3% TOTAL BUSINESS TO BUSINESS, $43,541 , 6.1% TOTAL GENERAL RETAIL, $260,220 , 36.2% TOTAL MISCELLANEOUS, $7,271 , 1.0% TOTAL TRANSPORTATION, $3,499, 0.5% TOTAL FOOD PRODUCTS, $394,311 , 54.9% TOTAL StanfordShoppingCenter 2022Q1 SALESTAX AMOUNTS ALL OTHER, $290,988 , 21.4% TOTAL FOOD PRODUCTS, $132,060 , 9.7% TOTAL GENERAL RETAIL $938,161 , 68.9% TOTAL www.avenuinsights.com (800) 800-8181 Page 12 Item 14: Staff Report Pg. 13 Packet Pg. 636 of 638 City of Palo Alto City of Palo Alto Geo Area Pie Charts Town AndCountry ShoppingCenter 2023Q1 SALES TAXAMOUNTS ALL OTHER, -10.9% CHANGE, $3,389 , 2.1% TOTAL GENERAL RETAIL, 11.0% CHANGE, $55,923 , 34.6% TOTAL FOOD PRODUCTS, 13.4% CHANGE, $102,282 , 63.3% TOTAL All Other Geos combined with Balance of Jurisdiction 202301 SALES TAXAMOUNTS MISCELLANEOUS, -23.6% CHANGE, $41,422 , 0.7% TOTAL TRANSPORTATION, -13.7% CHANGE, $985,451 , 17.7% TOTAL FOOD PRODUCTS, 15.3% CHANGE, $1,001,083, 18.0% TOTAL GENERAL RETAIL, -8.4% CHANGE,$1,261,767, 22.7% TOTAL CONSTRUCTION, -12.5% CHANGE, $26,543 , 0.5% TOTAL BUSINESSTO BUSINESS, 12.5% CHANGE, $2,235,775 , 40.3% TOTAL Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 01 Town AndCountry ShoppingCenter 202201 SALES TAXAMOUNTS ALL OTHER, $3,805 , 2.6% TOTAL GENERAL RETAIL, $50,399 , 34.9% TOTAL FOOD PRODUCTS, $90,167 , 62.5% TOTAL All Other Geos combined with Balance of Jurisdiction 202201 SALES TAXAMOUNTS MISCELLANEOUS, $54,183 , 1.0% TOTAL TRANSPORTATION, $1,142,033 , 20.9% TOTAL FOOD PRODUCTS, $867,935 15.9% TOTAL GENERAL RETAIL $1,377,099, 25.2% TOTAL CONSTRUCTION, $30,334 , 0.6% TOTAL BUSINESSTO BUSINESS, $1,988,128 , 36.4% TOTAL www.avenuinsights.com Item 14: Staff Report Pg. 14 Packet Pg. 637 of 638 13 MISCELLANEOUS, -19.0% CHANGE, $185,342 , 2.9% TOTAL TRANSPORTATION, -26.9% CHANGE, $1,055,554 , 16.3% TOTAL FOOD PRODUCTS, 14.9% CHANGE, $1,195,458 , 18.4% TOTAL City of Palo Alto City of Palo Alto Geo Area & Citywide Pie Charts All Geo Area Totals 2023Q1 SALES TAX AMOUNTS TownAnd CountryShoppingCenter, 11.9% CHANGE, $161,593 , 2.9% TOTAL CaliforniaAvenue, 6.5% CHANGE, EI CaminoReal andMidtown, -3.9% CHANGE, $321,062 , 5.8% TOTAL $119,980 , 2.2% TOTAL Balance of Jurisdiction, 8.6% CHANGE, $3,029,285 , 54.6% TOTAL GreaterDowntown, 8.9% CHANGE, $782,398 , 14.1% TOTAL StanfordShoppingCenter, -16.4% CHANGE, $1,137,722 , 20.5% TOTAL Palo Alto citywide 2023Q1 SALES TAX AMOUNTS CONSTRUCTION, 59.7% CHANGE, $61,425 , 0.9% TOTAL BUSINESSTO BUSINESS, 10.8% CHANGE, $2,350,567 , 36.2% TOTAL GENERAL RETAIL, -0.3%CHANGE, $1,640,927 , 25.3% TOTAL Item 14 Attachment A - City of Palo Alto Sales Tax Digest, 2023 Q1 All Geo Area Totals 2022Q1 SALES TAX AMOUNTS TownAnd CountryShoppingCenter, $144,371 , 2.6% TOTAL EI CaminoReal andMidtown, $334,037 , 6.1% TOTAL GreaterDowntown, _ _ $718,349 , 13.2% TOTAL StanfordShoppingCenter, $1,361,208 , 24.9% TOTAL CaliforniaAvenue, $112,658 , 2.1% TOTAL Balance ofJurisdiction, $2,789,090 , 51.1% TOTAL Palo Alto citywide 2022Q1 SALES TAX AMOUNTS MISCELLANEOUS, $228,864 , 3.556 TOTAL TRANSPORTATION, $1,443,619 , 22.1% TOTAL FOOD PRODUCTS, $1,040,148 , 16.0% TOTAL CONSTRUCTION, $38,471 , 0.6% TOTAL BUSINESSTO BUSINESS, $2,122,094 , 32.6% TOTAL GENERAL RETAIL, $1,645,517 , 25.2% TOTAL www.avenuinsights.com (800) 800-8181 Page 14 Item 14: Staff Report Pg. 15 Packet Pg. 638 of 638