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HomeMy WebLinkAbout2025-04-07 City Council Agenda PacketCITY COUNCIL Regular Meeting Monday, April 07, 2025 Council Chambers & Hybrid 5:30 PM Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. 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 General Public Comment for items not on the agenda will be accepted in person for up to three minutes or an amount of time determined by the Chair. General public comment will be heard for 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. Public comments for agendized items will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff’s presentation or as determined by the Chair. 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. Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting. 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. CALL TO ORDER SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM) 1.Appointment of Candidates to the Human Relations Commission and Utilities Advisory Commission. CEQA Status – Not a project. CLOSED SESSION (5:45 ‐ 6:30 PM) 2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTURE INFORMATION (Review and Approval of PCI DSS Audit Report) Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT Director Authority: Cal. Govt Code 54957(a) AGENDA CHANGES, ADDITIONS AND DELETIONS PUBLIC COMMENT (6:30 ‐ 7:00 PM) Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM) Members of the public may not speak to the item(s). CONSENT CALENDAR (7:05 ‐ 7:10 PM) Items will be voted in one motion unless removed from the calendar by three Council Members. 3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings 4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable the County to Execute an Operating Agreement with LifeMoves for Operations of Palo Alto Homekey 5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in an Amount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Through the Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31, 2025; CEQA Status ‐ Not a Project. 6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town of Los Altos Hills; CEQA Status ‐ Not a Project 7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project 8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC in the Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, and Approving the Optional Two Year Extension of the Term Through August 14, 2027 to Provide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐ Premises (FTTP); and Authorize a Contingency Amount of $50,000 for Additional Integration Support Services if Needed. CEQA Status: Not a Project. 9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS Field Services in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and to Extend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoring and Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQA Guidelines Section 15301 10.Approval of Construction Contract No. C25192033B with Anderson Pacific Engineering Construction, Inc. in the Amount of $9,994,970 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of $999,497 for the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Projects, Capital Improvement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), and Approval of a Budget Amendment in the Stormwater Management Fund; CEQA Status – Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 15303 11.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidView Closed‐Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Storm Drainage System Replacement and Rehabilitation Capital Improvement Program Project No. SD‐06101; and Approval of a Budget Amendment in the Stormwater Management Fund and Vehicle Replacement and Maintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 10561 12.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐Transit Van with a Closed‐Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and Equipment Replacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt Under Sections 10560 and 105671 13.Approval of Three Professional Service Agreements: Contract No. C25193590A with 4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No. C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6 Million for a Period of Three Years for On‐Call Field Inspections and Construction Management Services to Support Electric and Fiber Utilities’ Capital Improvement Projects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project. 14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approve and Authorize the CAO Committee Chair to Negotiate a New Professional Services Contract with Municipal Resources Group (MRG) for Council Appointed Officer Performance Evaluation Services and to Approve and Authorize City Manager or Designee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for a Period of up to 3 Years– CEQA Status: Not A Project 15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A, B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐ Haims absent) 16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws (FIRST READING: March 17, 2025; PASSED 7‐0) CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM) BREAK (15 MINUTES) ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added 18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC) Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) to Adopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment). ADJOURNMENT OTHER INFORMATION Standing Committee Meetings this week     Policy & Services Committee April 8, 2025 Public Comment Letters Schedule of Meetings SUPPLEMENTAL / AMENDED AGENDA ITEMS 17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments. 1 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CITY COUNCILRegular MeetingMonday, April 07, 2025Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. Information on how the public may observe and participate in themeeting is located at the end of the agenda. The meeting will be broadcast on Cable TVChannel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed toMidpen 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)900‐6833PUBLIC COMMENTSGeneral Public Comment for items not on the agenda will be accepted in person for up to threeminutes or an amount of time determined by the Chair. General public comment will be heardfor 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.Public comments for agendized items will be accepted both in person and via Zoom for up tothree minutes or an amount of time determined by the Chair. Requests to speak will be takenuntil 5 minutes after the staff’s presentation or as determined by the Chair. Written publiccomments can be submitted in advance to city.council@CityofPaloAlto.org and will be providedto the Council and available for inspection on the City’s website. Please clearly indicate whichagenda item you are referencing in your subject line.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby 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 strongcybersecurity management practices, USB’s or other physical electronic storage devices are notaccepted.Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks,posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do notcreate a facility, fire, or safety hazard; and (3) persons with such items remain seated whendisplaying them and must not raise the items above shoulder level, obstruct the view orpassage of other attendees, or otherwise disturb the business of the meeting.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. CALL TO ORDER SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM) 1.Appointment of Candidates to the Human Relations Commission and Utilities Advisory Commission. CEQA Status – Not a project. CLOSED SESSION (5:45 ‐ 6:30 PM) 2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTURE INFORMATION (Review and Approval of PCI DSS Audit Report) Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT Director Authority: Cal. Govt Code 54957(a) AGENDA CHANGES, ADDITIONS AND DELETIONS PUBLIC COMMENT (6:30 ‐ 7:00 PM) Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM) Members of the public may not speak to the item(s). CONSENT CALENDAR (7:05 ‐ 7:10 PM) Items will be voted in one motion unless removed from the calendar by three Council Members. 3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings 4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable the County to Execute an Operating Agreement with LifeMoves for Operations of Palo Alto Homekey 5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in an Amount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Through the Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31, 2025; CEQA Status ‐ Not a Project. 6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town of Los Altos Hills; CEQA Status ‐ Not a Project 7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project 8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC in the Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, and Approving the Optional Two Year Extension of the Term Through August 14, 2027 to Provide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐ Premises (FTTP); and Authorize a Contingency Amount of $50,000 for Additional Integration Support Services if Needed. CEQA Status: Not a Project. 9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS Field Services in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and to Extend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoring and Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQA Guidelines Section 15301 10.Approval of Construction Contract No. C25192033B with Anderson Pacific Engineering Construction, Inc. in the Amount of $9,994,970 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of $999,497 for the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Projects, Capital Improvement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), and Approval of a Budget Amendment in the Stormwater Management Fund; CEQA Status – Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 15303 11.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidView Closed‐Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Storm Drainage System Replacement and Rehabilitation Capital Improvement Program Project No. SD‐06101; and Approval of a Budget Amendment in the Stormwater Management Fund and Vehicle Replacement and Maintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 10561 12.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐Transit Van with a Closed‐Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and Equipment Replacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt Under Sections 10560 and 105671 13.Approval of Three Professional Service Agreements: Contract No. C25193590A with 4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No. C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6 Million for a Period of Three Years for On‐Call Field Inspections and Construction Management Services to Support Electric and Fiber Utilities’ Capital Improvement Projects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project. 14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approve and Authorize the CAO Committee Chair to Negotiate a New Professional Services Contract with Municipal Resources Group (MRG) for Council Appointed Officer Performance Evaluation Services and to Approve and Authorize City Manager or Designee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for a Period of up to 3 Years– CEQA Status: Not A Project 15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A, B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐ Haims absent) 16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws (FIRST READING: March 17, 2025; PASSED 7‐0) CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM) BREAK (15 MINUTES) ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added 18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC) Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) to Adopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment). ADJOURNMENT OTHER INFORMATION Standing Committee Meetings this week     Policy & Services Committee April 8, 2025 Public Comment Letters Schedule of Meetings SUPPLEMENTAL / AMENDED AGENDA ITEMS 17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.  2 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CITY COUNCILRegular MeetingMonday, April 07, 2025Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. Information on how the public may observe and participate in themeeting is located at the end of the agenda. The meeting will be broadcast on Cable TVChannel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed toMidpen 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)900‐6833PUBLIC COMMENTSGeneral Public Comment for items not on the agenda will be accepted in person for up to threeminutes or an amount of time determined by the Chair. General public comment will be heardfor 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.Public comments for agendized items will be accepted both in person and via Zoom for up tothree minutes or an amount of time determined by the Chair. Requests to speak will be takenuntil 5 minutes after the staff’s presentation or as determined by the Chair. Written publiccomments can be submitted in advance to city.council@CityofPaloAlto.org and will be providedto the Council and available for inspection on the City’s website. Please clearly indicate whichagenda item you are referencing in your subject line.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby 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 strongcybersecurity management practices, USB’s or other physical electronic storage devices are notaccepted.Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks,posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do notcreate a facility, fire, or safety hazard; and (3) persons with such items remain seated whendisplaying them and must not raise the items above shoulder level, obstruct the view orpassage of other attendees, or otherwise disturb the business of the meeting.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDERSPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM)1.Appointment of Candidates to the Human Relations Commission and Utilities AdvisoryCommission. CEQA Status – Not a project.CLOSED SESSION (5:45 ‐ 6:30 PM)2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTUREINFORMATION (Review and Approval of PCI DSS Audit Report)Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT DirectorAuthority: Cal. Govt Code 54957(a)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 7:00 PM)Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number ofspeakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of theagenda.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (7:05 ‐ 7:10 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable theCounty to Execute an Operating Agreement with LifeMoves for Operations of Palo AltoHomekey5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in anAmount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Throughthe Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31,2025; CEQA Status ‐ Not a Project. 6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town of Los Altos Hills; CEQA Status ‐ Not a Project 7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project 8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC in the Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, and Approving the Optional Two Year Extension of the Term Through August 14, 2027 to Provide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐ Premises (FTTP); and Authorize a Contingency Amount of $50,000 for Additional Integration Support Services if Needed. CEQA Status: Not a Project. 9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS Field Services in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and to Extend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoring and Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQA Guidelines Section 15301 10.Approval of Construction Contract No. C25192033B with Anderson Pacific Engineering Construction, Inc. in the Amount of $9,994,970 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of $999,497 for the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Projects, Capital Improvement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), and Approval of a Budget Amendment in the Stormwater Management Fund; CEQA Status – Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 15303 11.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidView Closed‐Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Storm Drainage System Replacement and Rehabilitation Capital Improvement Program Project No. SD‐06101; and Approval of a Budget Amendment in the Stormwater Management Fund and Vehicle Replacement and Maintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 10561 12.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐Transit Van with a Closed‐Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and Equipment Replacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt Under Sections 10560 and 105671 13.Approval of Three Professional Service Agreements: Contract No. C25193590A with 4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No. C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6 Million for a Period of Three Years for On‐Call Field Inspections and Construction Management Services to Support Electric and Fiber Utilities’ Capital Improvement Projects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project. 14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approve and Authorize the CAO Committee Chair to Negotiate a New Professional Services Contract with Municipal Resources Group (MRG) for Council Appointed Officer Performance Evaluation Services and to Approve and Authorize City Manager or Designee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for a Period of up to 3 Years– CEQA Status: Not A Project 15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A, B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐ Haims absent) 16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws (FIRST READING: March 17, 2025; PASSED 7‐0) CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM) BREAK (15 MINUTES) ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added 18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC) Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) to Adopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment). ADJOURNMENT OTHER INFORMATION Standing Committee Meetings this week     Policy & Services Committee April 8, 2025 Public Comment Letters Schedule of Meetings SUPPLEMENTAL / AMENDED AGENDA ITEMS 17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.  3 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CITY COUNCILRegular MeetingMonday, April 07, 2025Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. Information on how the public may observe and participate in themeeting is located at the end of the agenda. The meeting will be broadcast on Cable TVChannel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed toMidpen 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)900‐6833PUBLIC COMMENTSGeneral Public Comment for items not on the agenda will be accepted in person for up to threeminutes or an amount of time determined by the Chair. General public comment will be heardfor 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.Public comments for agendized items will be accepted both in person and via Zoom for up tothree minutes or an amount of time determined by the Chair. Requests to speak will be takenuntil 5 minutes after the staff’s presentation or as determined by the Chair. Written publiccomments can be submitted in advance to city.council@CityofPaloAlto.org and will be providedto the Council and available for inspection on the City’s website. Please clearly indicate whichagenda item you are referencing in your subject line.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby 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 strongcybersecurity management practices, USB’s or other physical electronic storage devices are notaccepted.Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks,posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do notcreate a facility, fire, or safety hazard; and (3) persons with such items remain seated whendisplaying them and must not raise the items above shoulder level, obstruct the view orpassage of other attendees, or otherwise disturb the business of the meeting.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDERSPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM)1.Appointment of Candidates to the Human Relations Commission and Utilities AdvisoryCommission. CEQA Status – Not a project.CLOSED SESSION (5:45 ‐ 6:30 PM)2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTUREINFORMATION (Review and Approval of PCI DSS Audit Report)Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT DirectorAuthority: Cal. Govt Code 54957(a)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 7:00 PM)Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number ofspeakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of theagenda.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (7:05 ‐ 7:10 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable theCounty to Execute an Operating Agreement with LifeMoves for Operations of Palo AltoHomekey5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in anAmount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Throughthe Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31,2025; CEQA Status ‐ Not a Project.6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town ofLos Altos Hills; CEQA Status ‐ Not a Project7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with WellsFargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC inthe Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, andApproving the Optional Two Year Extension of the Term Through August 14, 2027 toProvide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐Premises (FTTP); and Authorize a Contingency Amount of $50,000 for AdditionalIntegration Support Services if Needed. CEQA Status: Not a Project.9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS FieldServices in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and toExtend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoringand Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQAGuidelines Section 1530110.Approval of Construction Contract No. C25192033B with Anderson Pacific EngineeringConstruction, Inc. in the Amount of $9,994,970 and Authorization for the City Manageror Their Designee to Negotiate and Execute Change Orders for Related Additional butUnforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of$999,497 for the Corporation Way System Upgrades and Pump Station and WestBayshore Road Pump Station and Trunk Line Improvement Projects, CapitalImprovement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), andApproval of a Budget Amendment in the Stormwater Management Fund; CEQA Status –Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 1530311.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidViewClosed‐Circuit Television Crawler Camera System, Utilizing a Cooperative PurchaseAgreement, as Part of the Storm Drainage System Replacement and RehabilitationCapital Improvement Program Project No. SD‐06101; and Approval of a BudgetAmendment in the Stormwater Management Fund and Vehicle Replacement andMaintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 1056112.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐TransitVan with a Closed‐Circuit Television Crawler Camera System, Utilizing a CooperativePurchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and EquipmentReplacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt UnderSections 10560 and 105671 13.Approval of Three Professional Service Agreements: Contract No. C25193590A with 4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No. C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6 Million for a Period of Three Years for On‐Call Field Inspections and Construction Management Services to Support Electric and Fiber Utilities’ Capital Improvement Projects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project. 14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approve and Authorize the CAO Committee Chair to Negotiate a New Professional Services Contract with Municipal Resources Group (MRG) for Council Appointed Officer Performance Evaluation Services and to Approve and Authorize City Manager or Designee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for a Period of up to 3 Years– CEQA Status: Not A Project 15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A, B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐ Haims absent) 16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws (FIRST READING: March 17, 2025; PASSED 7‐0) CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM) BREAK (15 MINUTES) ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added 18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC) Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) to Adopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment). ADJOURNMENT OTHER INFORMATION Standing Committee Meetings this week     Policy & Services Committee April 8, 2025 Public Comment Letters Schedule of Meetings SUPPLEMENTAL / AMENDED AGENDA ITEMS 17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.  4 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CITY COUNCILRegular MeetingMonday, April 07, 2025Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. Information on how the public may observe and participate in themeeting is located at the end of the agenda. The meeting will be broadcast on Cable TVChannel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed toMidpen 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)900‐6833PUBLIC COMMENTSGeneral Public Comment for items not on the agenda will be accepted in person for up to threeminutes or an amount of time determined by the Chair. General public comment will be heardfor 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.Public comments for agendized items will be accepted both in person and via Zoom for up tothree minutes or an amount of time determined by the Chair. Requests to speak will be takenuntil 5 minutes after the staff’s presentation or as determined by the Chair. Written publiccomments can be submitted in advance to city.council@CityofPaloAlto.org and will be providedto the Council and available for inspection on the City’s website. Please clearly indicate whichagenda item you are referencing in your subject line.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby 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 strongcybersecurity management practices, USB’s or other physical electronic storage devices are notaccepted.Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks,posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do notcreate a facility, fire, or safety hazard; and (3) persons with such items remain seated whendisplaying them and must not raise the items above shoulder level, obstruct the view orpassage of other attendees, or otherwise disturb the business of the meeting.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDERSPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM)1.Appointment of Candidates to the Human Relations Commission and Utilities AdvisoryCommission. CEQA Status – Not a project.CLOSED SESSION (5:45 ‐ 6:30 PM)2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTUREINFORMATION (Review and Approval of PCI DSS Audit Report)Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT DirectorAuthority: Cal. Govt Code 54957(a)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 7:00 PM)Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number ofspeakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of theagenda.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (7:05 ‐ 7:10 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable theCounty to Execute an Operating Agreement with LifeMoves for Operations of Palo AltoHomekey5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in anAmount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Throughthe Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31,2025; CEQA Status ‐ Not a Project.6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town ofLos Altos Hills; CEQA Status ‐ Not a Project7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with WellsFargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC inthe Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, andApproving the Optional Two Year Extension of the Term Through August 14, 2027 toProvide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐Premises (FTTP); and Authorize a Contingency Amount of $50,000 for AdditionalIntegration Support Services if Needed. CEQA Status: Not a Project.9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS FieldServices in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and toExtend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoringand Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQAGuidelines Section 1530110.Approval of Construction Contract No. C25192033B with Anderson Pacific EngineeringConstruction, Inc. in the Amount of $9,994,970 and Authorization for the City Manageror Their Designee to Negotiate and Execute Change Orders for Related Additional butUnforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of$999,497 for the Corporation Way System Upgrades and Pump Station and WestBayshore Road Pump Station and Trunk Line Improvement Projects, CapitalImprovement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), andApproval of a Budget Amendment in the Stormwater Management Fund; CEQA Status –Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 1530311.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidViewClosed‐Circuit Television Crawler Camera System, Utilizing a Cooperative PurchaseAgreement, as Part of the Storm Drainage System Replacement and RehabilitationCapital Improvement Program Project No. SD‐06101; and Approval of a BudgetAmendment in the Stormwater Management Fund and Vehicle Replacement andMaintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 1056112.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐TransitVan with a Closed‐Circuit Television Crawler Camera System, Utilizing a CooperativePurchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and EquipmentReplacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt UnderSections 10560 and 10567113.Approval of Three Professional Service Agreements: Contract No. C25193590A with4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No.C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6Million for a Period of Three Years for On‐Call Field Inspections and ConstructionManagement Services to Support Electric and Fiber Utilities’ Capital ImprovementProjects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project.14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approveand Authorize the CAO Committee Chair to Negotiate a New Professional ServicesContract with Municipal Resources Group (MRG) for Council Appointed OfficerPerformance Evaluation Services and to Approve and Authorize City Manager orDesignee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for aPeriod of up to 3 Years– CEQA Status: Not A Project15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code(PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable HousingIncentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A,B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐Haims absent)16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to ClarifyExisting Regulations and to Implement Recent State Housing Laws (FIRST READING:March 17, 2025; PASSED 7‐0)CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM)BREAK (15 MINUTES)ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM)Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, UnfinishedBusiness and Council Matters.17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding HousingAccountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting)Supplemental Report added18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC)Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) andAmending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) toAdopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQAGuidelines Section 15308 (Actions for Protection of the Environment). ADJOURNMENT OTHER INFORMATION Standing Committee Meetings this week     Policy & Services Committee April 8, 2025 Public Comment Letters Schedule of Meetings SUPPLEMENTAL / AMENDED AGENDA ITEMS 17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.  5 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CITY COUNCILRegular MeetingMonday, April 07, 2025Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. Information on how the public may observe and participate in themeeting is located at the end of the agenda. The meeting will be broadcast on Cable TVChannel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed toMidpen 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)900‐6833PUBLIC COMMENTSGeneral Public Comment for items not on the agenda will be accepted in person for up to threeminutes or an amount of time determined by the Chair. General public comment will be heardfor 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.Public comments for agendized items will be accepted both in person and via Zoom for up tothree minutes or an amount of time determined by the Chair. Requests to speak will be takenuntil 5 minutes after the staff’s presentation or as determined by the Chair. Written publiccomments can be submitted in advance to city.council@CityofPaloAlto.org and will be providedto the Council and available for inspection on the City’s website. Please clearly indicate whichagenda item you are referencing in your subject line.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby 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 strongcybersecurity management practices, USB’s or other physical electronic storage devices are notaccepted.Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks,posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do notcreate a facility, fire, or safety hazard; and (3) persons with such items remain seated whendisplaying them and must not raise the items above shoulder level, obstruct the view orpassage of other attendees, or otherwise disturb the business of the meeting.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDERSPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM)1.Appointment of Candidates to the Human Relations Commission and Utilities AdvisoryCommission. CEQA Status – Not a project.CLOSED SESSION (5:45 ‐ 6:30 PM)2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTUREINFORMATION (Review and Approval of PCI DSS Audit Report)Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT DirectorAuthority: Cal. Govt Code 54957(a)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 7:00 PM)Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number ofspeakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of theagenda.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (7:05 ‐ 7:10 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable theCounty to Execute an Operating Agreement with LifeMoves for Operations of Palo AltoHomekey5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in anAmount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Throughthe Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31,2025; CEQA Status ‐ Not a Project.6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town ofLos Altos Hills; CEQA Status ‐ Not a Project7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with WellsFargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC inthe Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, andApproving the Optional Two Year Extension of the Term Through August 14, 2027 toProvide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐Premises (FTTP); and Authorize a Contingency Amount of $50,000 for AdditionalIntegration Support Services if Needed. CEQA Status: Not a Project.9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS FieldServices in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and toExtend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoringand Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQAGuidelines Section 1530110.Approval of Construction Contract No. C25192033B with Anderson Pacific EngineeringConstruction, Inc. in the Amount of $9,994,970 and Authorization for the City Manageror Their Designee to Negotiate and Execute Change Orders for Related Additional butUnforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of$999,497 for the Corporation Way System Upgrades and Pump Station and WestBayshore Road Pump Station and Trunk Line Improvement Projects, CapitalImprovement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), andApproval of a Budget Amendment in the Stormwater Management Fund; CEQA Status –Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 1530311.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidViewClosed‐Circuit Television Crawler Camera System, Utilizing a Cooperative PurchaseAgreement, as Part of the Storm Drainage System Replacement and RehabilitationCapital Improvement Program Project No. SD‐06101; and Approval of a BudgetAmendment in the Stormwater Management Fund and Vehicle Replacement andMaintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 1056112.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐TransitVan with a Closed‐Circuit Television Crawler Camera System, Utilizing a CooperativePurchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and EquipmentReplacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt UnderSections 10560 and 10567113.Approval of Three Professional Service Agreements: Contract No. C25193590A with4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No.C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6Million for a Period of Three Years for On‐Call Field Inspections and ConstructionManagement Services to Support Electric and Fiber Utilities’ Capital ImprovementProjects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project.14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approveand Authorize the CAO Committee Chair to Negotiate a New Professional ServicesContract with Municipal Resources Group (MRG) for Council Appointed OfficerPerformance Evaluation Services and to Approve and Authorize City Manager orDesignee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for aPeriod of up to 3 Years– CEQA Status: Not A Project15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code(PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable HousingIncentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A,B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐Haims absent)16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to ClarifyExisting Regulations and to Implement Recent State Housing Laws (FIRST READING:March 17, 2025; PASSED 7‐0)CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM)BREAK (15 MINUTES)ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM)Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, UnfinishedBusiness and Council Matters.17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding HousingAccountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting)Supplemental Report added18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC)Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) andAmending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) toAdopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQAGuidelines Section 15308 (Actions for Protection of the Environment).ADJOURNMENTOTHER INFORMATIONStanding Committee Meetings this week    Policy & Services Committee April 8, 2025Public Comment LettersSchedule of MeetingsSUPPLEMENTAL / AMENDED AGENDA ITEMS17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker)Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025City Council Meeting) Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.  6 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CITY COUNCILRegular MeetingMonday, April 07, 2025Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. Information on how the public may observe and participate in themeeting is located at the end of the agenda. The meeting will be broadcast on Cable TVChannel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed toMidpen 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)900‐6833PUBLIC COMMENTSGeneral Public Comment for items not on the agenda will be accepted in person for up to threeminutes or an amount of time determined by the Chair. General public comment will be heardfor 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.Public comments for agendized items will be accepted both in person and via Zoom for up tothree minutes or an amount of time determined by the Chair. Requests to speak will be takenuntil 5 minutes after the staff’s presentation or as determined by the Chair. Written publiccomments can be submitted in advance to city.council@CityofPaloAlto.org and will be providedto the Council and available for inspection on the City’s website. Please clearly indicate whichagenda item you are referencing in your subject line.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby 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 strongcybersecurity management practices, USB’s or other physical electronic storage devices are notaccepted.Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks,posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do notcreate a facility, fire, or safety hazard; and (3) persons with such items remain seated whendisplaying them and must not raise the items above shoulder level, obstruct the view orpassage of other attendees, or otherwise disturb the business of the meeting.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDERSPECIAL ORDERS OF THE DAY (5:30 ‐ 5:45 PM)1.Appointment of Candidates to the Human Relations Commission and Utilities AdvisoryCommission. CEQA Status – Not a project.CLOSED SESSION (5:45 ‐ 6:30 PM)2.POTENTIAL THREAT TO PUBLIC SERVICES OR FACILITIES: CRITICAL INFRASTRUCTUREINFORMATION (Review and Approval of PCI DSS Audit Report)Consultation with: Kate Murdock, City Auditor; Darren Numoto, IT DirectorAuthority: Cal. Govt Code 54957(a)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 7:00 PM)Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number ofspeakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of theagenda.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:00 ‐ 7:05 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (7:05 ‐ 7:10 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.3.Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings4.Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable theCounty to Execute an Operating Agreement with LifeMoves for Operations of Palo AltoHomekey5.Approval of Partnership Agreement with Metropolitan Transportation Commission, in anAmount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Throughthe Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31,2025; CEQA Status ‐ Not a Project.6.Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town ofLos Altos Hills; CEQA Status ‐ Not a Project7.Approval of Contract Amendment Number 2 to Contract Number C24189061 with WellsFargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project8.Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3‐GIS, LLC inthe Amount of $132,000 for a Total Contract Not‐to‐Exceed Amount of $375,748, andApproving the Optional Two Year Extension of the Term Through August 14, 2027 toProvide Software Licensing and Technical Support of Services Related to Fiber‐to‐the‐Premises (FTTP); and Authorize a Contingency Amount of $50,000 for AdditionalIntegration Support Services if Needed. CEQA Status: Not a Project.9.Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS FieldServices in the amount of $46,203 for a New Not‐to Exceed Amount of $417,012, and toExtend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoringand Reporting Services for the City’s Closed Landfill; CEQA Status ‐ Exempt Under CEQAGuidelines Section 1530110.Approval of Construction Contract No. C25192033B with Anderson Pacific EngineeringConstruction, Inc. in the Amount of $9,994,970 and Authorization for the City Manageror Their Designee to Negotiate and Execute Change Orders for Related Additional butUnforeseen Work that May Develop During the Project Up to a Not‐to‐Exceed Amount of$999,497 for the Corporation Way System Upgrades and Pump Station and WestBayshore Road Pump Station and Trunk Line Improvement Projects, CapitalImprovement Program Project (SD‐21000, SD‐20000, SD‐23000, and PO‐05054), andApproval of a Budget Amendment in the Stormwater Management Fund; CEQA Status –Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 1530311.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidViewClosed‐Circuit Television Crawler Camera System, Utilizing a Cooperative PurchaseAgreement, as Part of the Storm Drainage System Replacement and RehabilitationCapital Improvement Program Project No. SD‐06101; and Approval of a BudgetAmendment in the Stormwater Management Fund and Vehicle Replacement andMaintenance Fund; CEQA Status ‐ Exempt Under Sections 10560 and 1056112.Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in anAmount Not to Exceed $520,020 for the Purchase of a 2024 All‐Electric Ford E‐TransitVan with a Closed‐Circuit Television Crawler Camera System, Utilizing a CooperativePurchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and EquipmentReplacement Capital Improvement Project (VR‐24000); CEQA Status – Exempt UnderSections 10560 and 10567113.Approval of Three Professional Service Agreements: Contract No. C25193590A with4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No.C25193590C with Park Engineering, Inc, in the Aggregate Amount Not‐to‐Exceed $6Million for a Period of Three Years for On‐Call Field Inspections and ConstructionManagement Services to Support Electric and Fiber Utilities’ Capital ImprovementProjects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project.14.Approval of Council Appointed Officers (CAO) Committee Recommendation to Approveand Authorize the CAO Committee Chair to Negotiate a New Professional ServicesContract with Municipal Resources Group (MRG) for Council Appointed OfficerPerformance Evaluation Services and to Approve and Authorize City Manager orDesignee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for aPeriod of up to 3 Years– CEQA Status: Not A Project15.SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code(PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable HousingIncentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A,B, and D; 3.4A‐D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6‐0‐1, Lythcott‐Haims absent)16.SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to ClarifyExisting Regulations and to Implement Recent State Housing Laws (FIRST READING:March 17, 2025; PASSED 7‐0)CITY MANAGER COMMENTS (7:10 ‐ 7:25 PM)BREAK (15 MINUTES)ACTION ITEMS (Item 17: 7:40 ‐ 9:10 PM; Item 18: 9:10 ‐ 10:40 PM)Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, UnfinishedBusiness and Council Matters.17.Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding HousingAccountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting)Supplemental Report added18.FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC)Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) andAmending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) toAdopt New Outdoor Lighting Regulations; CEQA Status ‐‐ Exempt pursuant to CEQAGuidelines Section 15308 (Actions for Protection of the Environment).ADJOURNMENTOTHER INFORMATIONStanding Committee Meetings this week    Policy & Services Committee April 8, 2025Public Comment LettersSchedule of MeetingsSUPPLEMENTAL / AMENDED AGENDA ITEMS17.Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker)Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025City Council Meeting) Supplemental Report addedPUBLIC COMMENT INSTRUCTIONSMembers of the Public may provide public comments to teleconference meetings via email,teleconference, or by phone.1. Written public comments may be submitted by email to city.council@cityofpaloalto.org.2. For in person public comments please complete a speaker request card located on thetable at the entrance to the Council Chambers and deliver it to the Clerk prior todiscussion of the item.3. Spoken public comments for agendized items using a computer or smart phone willbe accepted through the teleconference meeting. To address the Council, click on the linkbelow to access a Zoom‐based meeting. Please read the following instructions carefully.You may download the Zoom client or connect to the meeting in‐ browser. If usingyour browser, make sure you are using a current, up‐to‐date browser: Chrome 30 ,Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled inolder browsers including Internet Explorer. Or download the Zoom application ontoyour smart phone from the Apple App Store or Google Play Store and enter in theMeeting ID below.You may be asked to enter an email address and name. We request that youidentify yourself by name as this will be visible online and will be used to notify youthat it is your turn to speak.When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk willactivate and unmute speakers in turn. Speakers will be notified shortly before theyare called to speak.When called, please limit your remarks to the time limit allotted. A timer will beshown on the computer to help keep track of your comments.4. Spoken public comments for agendized items using a phone use the telephone numberlisted below. When you wish to speak on an agenda item hit *9 on your phone so weknow that you wish to speak. You will be asked to provide your first and last name beforeaddressing the Council. You will be advised how long you have to speak. When calledplease limit your remarks to the agenda item and time limit allotted.CLICK HERE TO JOIN    Meeting ID: 362‐027‐238   Phone: 1‐669‐900‐6833Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its publicprograms, services and meetings in a manner that is readily accessible to all. Persons withdisabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.  7 April 07, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. City Council Staff Report From: City Manager Report Type: SPECIAL ORDERS OF THE DAY Lead Department: City Clerk Meeting Date: April 7, 2025 Report #:2502-4163 TITLE Appointment of Candidates to the Human Relations Commission and Utilities Advisory Commission. CEQA Status – Not a project. RECOMMENDATION Staff recommends City Council vote to appoint one (1) candidate to the Human Relations Commission to fill the partial term expiring October 31, 2025, and two (2) candidates to the Utilities Advisory Commission for a full-term expiring March 31, 2028. *A majority vote (4 yes’s) is required to appoint a candidate. BACKGROUND At the March 24, 2025 City Council meeting, the Council held interviews for the 2025 Spring Recruitment of the Architectural Review Board (ARB), Human Relations Commission (HRC), and Utilities Advisory Commission (UAC). Video recording of the interviews are available on our City of Palo Alto YouTube Channel1. All applications for the ARB, HRC, and UAC can be accessed online. Fourteen (14) candidates participated in the interview process, while one (1) candidate was absent. Candidates for the Human Relations Commission ad Utilities Advisory Commission have advanced to the appointment selection phase. City Council directed staff to extend the recruitment period for the Architectural Review Board to broaden the applicant pool. Interviews for the ARB will be scheduled during a future City Council Meeting. Membership Requirements 1 City of Palo Alto YouTube Channel: https://www.youtube.com/c/cityofpaloalto Item 1 Item 1 Staff Report        Item 1: Staff Report Pg. 1  Packet Pg. 8 of 660  Each Board or Commission has different requirements for appointment such as a mandatory residency, specialized training, or professional service in a specified area. Additionally, appointed members cannot be council members, officers, or employees of the City of Palo Alto. •Current Palo Alto residency. (PAMC 2.22.0103) •Each member of the commission shall be a utility customer or the authorized representative of a utility customer. •Palo Alto residency is required at all times for at least six members of the commission (PAMC 2.23.010 4). o This requirement is currently fulfilled by six Commissioners; Commissioner Meagan Mauter resides outside of Palo Alto. FURTHER INFORMATION ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 1 Item 1 Staff Report        Item 1: Staff Report Pg. 2  Packet Pg. 9 of 660  Human Relations Commission Application Submitted on 21 February 2025, 5:17pm Receipt number 48 Related form version 12 Name Jonake Bose Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? (Partial Term expiring October 31, 2025) Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? Community Group Personal Information 1 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 3  Packet Pg. 10 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Independent College Consultant Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. I have been an independent college counselor (paid and probono practice) since 2020. My college counseling website is www.jonakebose.com I am a professional member of the IECA (College Counseling prof. organization) I received my College Counseling Certificate from UC Berkeley in 2020 I was the Executive Director and served on the Board of Dream Catchers 2018-2020 I received my MA in International Relations & Economics from U of S. Carolina Served on Site Council for Ohlone Elementary, JLS Middle School, Palo Alto High School For additional information related to my professional career in banking please view my LinkedIn profile: www.linkedin.com/in/jonakebose/ Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. I was the Board member on Youth Community Service 2014-2016 Board member and Finance Comm. Chair for Sage - Education travel organization Vestry member St. Marks - 2 terms - most recent term started in 2024 Board member of Woodstock School - Oldest international residential school in the Himalayas - since 2020. Chair of Audit and Advancement committee Personal and Job Experience 1. Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? Having come to the US on a full scholarship and benefited tremendously from that opportunity, I have always volunteered striving to pay it forward to those who are marginalized and don't have access to the resources many in this community do. As the executive director of a small non- profit serving low income middle school students in Palo Alto, I realized that many in this community are not aware that there are people living among us struggling to make ends meet. I would like to serve in a way so as to bring more equity to this disenfranchised group and increase awareness among Palo Alto residents so that we listen and learn from each other. I believe my experience working closely with this marginalized community has increased my awareness and understanding which will allow me to contribute positively to the work of this commission. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. There are two issues that I believe came up before HRC that are interest to me: 1. Providing assistance to support the unhoused community members - (RV dwellers, those living in the cars).. I have learned about this as I have engaged through our church with Life Moves and Hotel de Zink. I have had a chance to see how hard working these people are and would like to support them in finding more stability and ways for them to connect with the community they work in. 2. The other issue that is close to me is mental health issues affecting Application Questions 2 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 4  Packet Pg. 11 of 660  the youth in our community. With the increased proliferation of screen usage, there is a lot more anxiety and loneliness among our youth. I believe the HRC could work on recommendations to support our youth in ways they can connect with each other and have a sense of belonging within the community thereby feeling less lonely and less anxious. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? I do not have specific goals that I would like to see the HRC achieve, but I would like to actively support the goals the committee has put forward making sure we are listening to all stakeholder voices and being as inclusive as possible. Residents should feel safe and know that their voices are heard. There might be new issues that surface given the current political climate. It is important that we listen as issues arise and adapt accordingly if necessary. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. I do not have any particular experience with any of the above mentioned documents. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Ms. Jonake Bose Date Completed 02/21/2025 3 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 5  Packet Pg. 12 of 660  Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 6  Packet Pg. 13 of 660  Learn: Analyze insights to develop data-driven policy recommendations that address equity gaps. Act: Implement awareness campaigns, advocacy programs, and diversity initiatives to drive systemic change. As a long-time Palo Alto resident, I am deeply invested in creating a welcoming, inclusive, and fair community for all. I look forward to the opportunity to serve and contribute meaningfully to the HRC’s vital work. Thank you for your time and consideration. I welcome the opportunity to discuss how my experience and passion can support the Commission’s efforts. Sincerely, Sridhar Karnam Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 7  Packet Pg. 14 of 660  Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 8  Packet Pg. 15 of 660  Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 9  Packet Pg. 16 of 660  Describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held: (1242 characters) How did you learn about the vacancy on the uman Relations Commission? Community Group Email from the City Palo Alto Weekly Daily Post City Website Flyer Other: ______________________________________________________________________________ List relevant education, training, experience, certificates of training, licenses, or professional registration: (621 characters) Employment Employer: Occupation: Current Employer Last Employer Page 2 Human Relations Commission I have been actively engaged in community-building, mentorship, and advocacy, aligning with the HRC’s mission. From 2005 to 2010, I raised funds in India to support the education of underprivileged children from marginalized caste and religious backgrounds and worked with an orphanage providing schooling and boarding for high school girls. From 2014 to 2016, I volunteered with the Aga Khan Foundation Bay Area chapter, organizing fundraising events and walkathons. As the only Hindu volunteer in this Muslim-led initiative, I aimed to bridge communities and encourage broader support for a shared cause. I believe all humanity is one and that everyone deserves equal opportunities regardless of race, gender, or religion. At HP and Salesforce, I worked with Women in Security groups, organizing events to promote and hire women security professionals. I am passionate about youth education and diversity in STEM, mentoring underrepresented students and supporting local nonprofits with digital security guidance. As a long-time Palo Alto resident, I am committed to fairness, inclusion, and equity in our community and eager to serve the HRC’s mission. SRIDHAR KARNAM Referred by Lori Meyers I have a strong background in leadership, advocacy, and inclusion, aligning with the HRC’s mission. With an MS in Engineering Management (Santa Clara Univ.) and an MBA in Marketing, I have led diverse teams in security, cloud, and product management at Salesforce, Oracle, and HP. My expertise in public communication, strategic leadership, and cross-cultural collaboration enables me to drive awareness and fairness. As a Palo Alto resident, I am committed to fostering equity, inclusion, and civil discourse in the community. Salesforce Product Manage 4 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 10  Packet Pg. 17 of 660  2.Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. Archived videos available from the Midpen Media Center. (1449 characters) 1.Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? (1518 characters) Page 3 Human Relations Commission The community listening session on Local Muslim, Palestinian, and Arab Experiences in the Face of Rising Islamophobia and Anti-Arab Hate (December 2023) deeply resonated with me, as I strongly believe that listening is the first step to understanding complex social issues and fostering meaningful change. This session highlighted the challenges faced by marginalized communities in times of heightened discrimination and underscored the importance of open dialogue, empathy, and community support. It reminded me of my own experience working with the Aga Khan Foundation in the Bay Area from 2014 to 2016, where I was the only Hindu volunteer in a Muslim-led initiative. I actively helped organize fundraising events and walkathons, believing that interfaith collaboration can bridge communities and create shared opportunities for support and understanding. Participating in this work reinforced my conviction that all humanity is one and that every individual, regardless of race, religion, or ethnicity, deserves equal opportunities and dignity. I deeply appreciate the HRC’s commitment to giving a platform to underrepresented voices, as true progress begins with listening, acknowledging lived experiences, and working together to build a more inclusive and equitable society. SRIDHAR KARNAM I am passionate about equity, inclusion, and social justice, and I believe in fostering a community where everyone has equal opportunities, regardless of race, gender, or background. Serving on the Human Relations Commission aligns with my lifelong commitment to advocacy, mentorship, and community engagement. My experience spans fundraising, mentorship, and leadership in diversity-focused initiatives. From 2005 to 2010, I raised funds in India to support underprivileged children from marginalized communities and worked with an orphanage for high school girls. From 2014 to 2016, I helped organize fundraising events and walkathons for the Aga Khan Foundation, fostering interfaith collaboration. In my professional career, I have worked at HP and Salesforce to promote diversity in cybersecurity, helping organize events to hire and support women in security. I also mentor underrepresented students in STEM and support local nonprofits with digital security guidance. As a long-time Palo Alto resident, I am committed to creating a fair and inclusive community. My diverse experiences in advocacy, leadership, and cross-cultural collaboration equip me to contribute meaningfully to the HRC’s mission. Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 11  Packet Pg. 18 of 660  4.Human Relations Commission Members work with the documents listed below. If you have experience 3.If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? (1656 characters) with any of these documents, please describe that experience. Experience with these documents is not required for selection, but will help you better understand the work of the board (690 characters) Muni Code 9.72 – Mandatory Response Program Community Services Element of the Comprehensive Plan (2017) Page 4 Human Relations Commission Human Services Needs Assessment (2020) I have experience working with anti-discrimination policies, diversity initiatives, and inclusion programs in both professional and volunteer settings. At HP and Salesforce, I helped organize events to promote and hire women in security, addressing gender diversity in tech. My work with the Aga Khan Foundation involved interfaith collaboration and fundraising for marginalized communities, aligning with the HRC’s mission. Additionally, I have mentored underrepresented students in STEM and supported local nonprofits, giving me insight into equity, access, and policy advocacy. SRIDHAR KARNAM I would apply a Listen-Learn-Act Framework to help the HRC drive equity and inclusion in Palo Alto. 1. Listen – Understand Community Needs (0-6 months) • Host listening sessions with underrepresented groups (e.g., minorities, immigrants, women in tech). • Use surveys and town halls to identify key challenges in discrimination, housing, and employment. • Partner with local organizations and interfaith groups to elevate diverse perspectives. 2. Learn – Develop Policy Recommendations (6-12 months) • Analyze insights from listening sessions to create an HRC Equity Report identifying systemic barriers. • Study best practices from other cities to inform policy improvements. • Work with officials to refine anti-discrimination policies and increase resource accessibility. 3. Act – Implement Initiatives for Long-Term Impact (12+ months) • Launch awareness campaigns on racial and religious discrimination. • Develop a Community Ally Program for peer-led advocacy and inclusion. • Advocate for diverse hiring practices in city offices and businesses. As a community leader and advocate, I bring experience in fundraising for marginalized students in India, promoting women in cybersecurity, and interfaith collaboration with the Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 12  Packet Pg. 19 of 660  Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 13  Packet Pg. 20 of 660  Human Relations Commission Application Submitted on 2 February 2025, 7:52pm Receipt number 43 Related form version 12 Name Sean Patrick King Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? (Partial Term expiring October 31, 2025) Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? Other: Friend Personal Information 1 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 14  Packet Pg. 21 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Administrative Assistant Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. Administrative Assistant in the PAU Office of Registrar. Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. None. Personal and Job Experience 1. Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? I am interested in serving on the Human Relations Commission to promote equity, inclusivity, and data-driven decision-making in our community. As a Palo Alto native with a background in economics and business analytics, I bring expertise in data analysis and policy evaluation to assess community programs and inform strategic decisions. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. A recent issue before the Human Relations Commission that particularly interests me is the presentation on hate crimes by the Federal Bureau of Investigation's Civil Rights Unit in September 2022. This topic is of great concern to me because understanding and addressing hate crimes is crucial for fostering a safe and inclusive community. By analyzing data on such incidents, we can identify patterns and implement targeted interventions to prevent future occurrences. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? If appointed, I would like to see the Human Relations Commission achieve measurable progress in promoting social equity, enhancing community engagement, and using data-driven insights to address issues like discrimination, housing insecurity, and public safety. Specifically, I would advocate for improved data collection and analysis to assess disparities in access to resources and inform policy recommendations. I would also support initiatives that foster dialogue between diverse community groups and local government to ensure that all voices are represented in decision-making. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. I do not. If you'd like to provide any additional documents, please upload below. Resume_January_2025.pdf Application Questions 2 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 15  Packet Pg. 22 of 660  Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 16  Packet Pg. 23 of 660  Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Sean Patrick King Date Completed 02/02/2025 3 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 17  Packet Pg. 24 of 660  Human Relations Commission Application Submitted on 19 February 2025, 6:07pm Receipt number 50 Related form version 12 Name Sunanda Mishra Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? (Partial Term expiring October 31, 2025) Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? Community Group Personal Information 1 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 18  Packet Pg. 25 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Homemaker Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. MAIS: Masters of arts and Interdisciplinary studies, Oregon State University. B.S, Computer Science and Engg, NIT Rourkela. Computer software professional in the bay area for 11 years (1996-2007) Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Parent volunteer at Fairmeadow Elementary School, science lab and art lab coordinator (2011-2018) Volunteered for Ravenswood school district elementary schools for a semester.( reading helper for Belle Heaven Elementary school) 2016. Volunteer at an international charity (Vibha Inc) that supports underprivileged children. (1996-present): Marketing and outreach coordinator and Graphic designer. Personal and Job Experience 1. Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? I grew up in India in an educated middle class home. While I had a great childhood I was acutely aware of the needs of people that are less fortunate, and with that I joined the non profit Vibha to help raise awareness about the underprivileged children in India. In my last few years I have been fortunate to understand the issues like homelessness and mental health problems in our communities. While most people that I meet in palo alto seem to be highly educated, many lack awareness and empathy for the marginalized community. What I hope to bring to HRC is my enthusiasm to educate our community to be part of the solution. Be it mental health issues, unhoused population in palo alto or gender diversity in our schools, I wish to help our community overcome the fear and stigma and come together to find solution that uplifts us all. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. Nov 2024 had a discussion on services for the unhoused. During pandemic I was keen on helping those who were unable to afford housing and were parked in their vehicles. While a local church was willing to provide some unhoused folks parking spots in the night, I saw how local residents opposed it with fearful rhetoric that was based on negative stereotype of the poor and homeless. It was particularly hard to see veteran residents of our community being scared for no reason. I wish to educate people to overcome fear so that they can come our and support solutions to problems rather than sit out in fear. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? Make our community more tolerant towards people who are marginalized and undeserved via awareness campaigns and sensitize our community to the diversity and equity needs of our future. I would like to help with promoting the work of HRC via seminars and flyers and by getting out there in front of our busy tech savvy population that seems to have a blinders sometimes for everything humanitarian. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of No. Application Questions 2 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 19  Packet Pg. 26 of 660  these documents, please describe that experience. Experience with these documents is not required for selection. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Sunanda Mishra Date Completed 02/19/2025 3 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 20  Packet Pg. 27 of 660  Human Relations Commission Application Submitted on 7 February 2025, 4:33pm Receipt number 45 Related form version 12 Name Jessica Nelson Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94306 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? (Partial Term expiring October 31, 2025) Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? Email from the City Personal Information 1 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 21  Packet Pg. 28 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Community Manager, Entrepreneur & Non-Profit Founder Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. CA Realtor License ID:2107508 Member of the Santa Clara Realtor Association Foundation Board of Directors. Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. I have attended local events that support local business and my teen has served with YCS (Youth Community Service). In my occupation I serve the community by providing assistance to settling expats in navigating the city and finding the support they need to adjust to living in a new city. Personal and Job Experience 1. Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? I am interested in serving on the Palo Alto Human Relations Commission because I am passionate about fostering inclusive communities. With over 10 years of experience as a community manager and realtor, I have built strong relationships across diverse groups and understand the importance of collaboration. As a board member of the Santa Clara Realtor Association Foundation, I am committed to improving community well-being. Through my nonprofit, Pinnacle Coast Global, I have led initiatives focused on empowering vulnerable populations, particularly in housing and social services. My experience in real estate, nonprofit management, and community outreach will allow me to contribute meaningfully to the commission’s mission of building a more inclusive Palo Alto. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. A recent issue that caught my attention was the Commission’s discussion on affordable housing and its impact on vulnerable communities. As someone who works in real estate and manages housing solutions for underserved populations, I am deeply concerned about the lack of affordable housing options for low-income residents in Palo Alto. The increasing housing costs have made it increasingly difficult for families, students, and other vulnerable groups to find stable housing. This issue is of particular interest to me because my work with Pinnacle Coast Global focuses on providing housing solutions for people facing these challenges. I believe the Commission’s efforts to address this issue align with my own mission of promoting equitable access to housing and resources. I am eager to contribute to finding sustainable solutions that ensure all residents can thrive in our community. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? If appointed, I would like to see the Human Relations Commission focus on advancing affordable housing initiatives, promoting inclusivity, and strengthening community outreach programs. One goal would be to create more opportunities for affordable housing that can help support vulnerable groups, including students, families, and low-income individuals. I would also like to see more initiatives that foster cross- cultural dialogue and understanding among Palo Alto’s diverse communities. My background in real estate, nonprofit leadership, and Application Questions 2 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 22  Packet Pg. 29 of 660  community engagement would allow me to contribute by advocating for policies that prioritize inclusivity in housing and social services. Additionally, I would leverage my connections with local organizations to collaborate on projects that address the needs of underserved residents, ensuring that everyone in Palo Alto has access to the resources they need to thrive. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Although I have not yet worked directly with the specific documents listed, my experience in community management and nonprofit leadership has prepared me to quickly understand and engage with similar strategic planning materials. As the founder of Pinnacle Coast Global, a nonprofit in its early stages, I am deeply focused on assessing the needs of vulnerable populations and designing programs to address gaps in housing, social services, and community development. Although my nonprofit is new, I aspire to contribute to policies and initiatives that promote equitable access to resources. Additionally, my work on the Santa Clara Realtor Association Foundation Board has involved reviewing community plans, helping me develop skills to analyze and contribute to community-focused documents. I am eager to expand my knowledge and actively engage with these documents to further the commission’s work. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Jessica Nelon Date Completed 02/07/2025 3 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 23  Packet Pg. 30 of 660  Human Relations Commission Application Submitted on 23 February 2025, 8:39pm Receipt number 52 Related form version 12 Name Aji Oliyide Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? (Partial Term expiring October 31, 2025) Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? City Website Personal Information 1 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 24  Packet Pg. 31 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Senior Program Manager Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. BS Mechanical Engineering - Georgia Institute of Technology MBA - Duke University Chief Operating Officer Certification Program (in progress) - M.I.T Employer: Google for 9+ years Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Previous: SFCASA Board Member (3 years) Current: Global Glimpse (2+ years), Board Member & Vice Chair Personal and Job Experience 1. Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? I am interested in this position for several reasons but the most compelling is related to: having a vested interest in acting as an agent of change and fairness for the people of Palo Alto. This is core to my ethics and how I operate in my professional and personal life. I have been at Google for 9+ years but a working professional for many more. I am consistently sought after as a mentor/coach and advisor, particularly in situations where colleagues are seeking guidance in difficult/challenging situations. I bring many years of insight from various industries and public service on nonprofit boards. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. City services and resources for the unhoused during periods of inclement and cold weather including warming centers: as a global citizen, the plight of unhoused people deeply concerns me. I'm very interested in not only supporting temporary solutions which provide immediate protections/care but also thoughtful longterm solutions so that people can benefit from a feeling of stability and dignity. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? In addition to several other goals, I would love to deep dive into issues related to youth. The two Boards of which I have served (SFCASA) and Global Glimpse deal with youth in the foster care system and underrepresented youth travel, respectively. Vulnerable populations are of particular interest to me to support. I am a 15+ year program manager and an expert in execution of programs. I can lend this expertise in any way that provides value to the city. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. N/A - I do not have direct experience with the documents listed. If you'd like to provide any additional documents, please Application Questions 2 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 25  Packet Pg. 32 of 660  upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Aji Oliyide Date Completed 02/23/2025 3 of 3 Item 1 Attachment A - Human Relations Commission - Redacted        Item 1: Staff Report Pg. 26  Packet Pg. 33 of 660  Utilities Advisory Commission Application Submitted on 25 February 2025, 3:24pm Receipt number 60 Related form version 11 Name Craig A Barney Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Utilities Advisory Commission? Palo Alto Weekly Personal Information 1 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 27  Packet Pg. 34 of 660  Read the code, and check only ONE option below:I give permission for the City of Palo Alto to post to the City’s website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Environmental Manager Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. B.S. Chemistry; UC Berkeley MSEM: Master of Science Environmental Management; USF Environmental Manager 40 years experience Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Previously on the CPA Compost Committee CPA CBDG 1998 Peninsula Industrial Business Association, President 1996 Leadership Palo Alto, Member 1997 Personal and Job Experience 1. Why are you interested in serving on the Utilities Advsory Commission and what experience would you bring to the position? As I am nearing retirement after over 40 years in the environmental field, I am intereste=d in using my skills locally. As a PA resident, I am very concerned about increasing our green energy portfolio. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting, you can view archived videos from the Midpen Media Center. Fiber to the home 3. If appointed, what specific goals would you like to see the Utilities Advisory Commission achieve, and how would you help in the process? Improving all utilities and their delivery. Smart Meters are new and would like to understand them. Solar Power at home. Battery storage at home 4. Utilities Advisory Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Volunteered for Fiber to Home working group. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Application Questions 2 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 28  Packet Pg. 35 of 660  Signature Name of signatory: Craig A Barney Date Completed 02/25/2025 3 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 29  Packet Pg. 36 of 660  Utilities Advisory Commission Application Submitted on 16 January 2025, 10:18am Receipt number 50 Related form version 8 Name Rachel Croft Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94306 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Utilities Advisory Commission? Other: current commissioner Personal Information 1 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 30  Packet Pg. 37 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Consultant, Marketing and Strategy in Healthcare industry Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. - Current member of Utilities Advisory Commission (22 months). - For the last 8 years I worked for a company applying behavior change models for quitting smoking. As employee #4 I led early development of the product, working with smoking cessation experts to select and implement behavior change models through use of an FDA cleared biometric sensor plus behavior change app. Through data collection and iteration we learned about what works to help people quit smoking. I hope to apply this experience at UAC as we help residents and businesses adopt energy / water efficiency and modify use patterns achieve the City's sustainability goals. - Prior to that I spent 18 years in the medical device industry in business functions: strategic marketing and business development, working in compliance with FDA and EU regulations. - Prior to that I spent 5 years in investment banking. BS Industrial Engineering , Stanford MBA in Finance, Wharton U Penn Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Current UAC Commissioner (22 months) Recently joined the Palo Alto Climate Protection Working Group (June 2024) Greene Elementary: Current PTA Secretary (2 years) Escondido Elementary: Safe Routes to School rep (2 years), VP Communication (2 years) I worked actively in Southgate over the last 10 years to keep residents informed and provide input to Palo Alto regarding Grade Separation at the Churchill crossing. Nextdoor: neighborhood lead for Southgate Personal and Job Experience 1. Why are you interested in serving on the Utilities Advsory Commission and what experience would you bring to the position? I am interested in sustainability and I view utilities as key actors that can enable communities to reduce their climate impacts. This was my main reason for wanting to participate on the UAC. I am interested in bringing my experience applying behavior change models to advise CPAU as it seeks to influence resident and business usage patterns to achieve our SCAP objectives. Now that AMI is almost completely rolled out we have data to share with customers that has the potential to change behaviors if we use it effectively. I'm inspired by CPAU's opportunities and challenges and I hope to continue work on the commission for another term. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting, you can view archived videos from the Midpen Media Center. I'm particularly interested in time of use rates and their potential to impact usage patterns, in line with my interest in behavior change. I would like to see CPAU set rates that incentivize people use energy in ways that help us achieve clean power while maintaining reliability and resiliency. Application Questions 2 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 31  Packet Pg. 38 of 660  3. If appointed, what specific goals would you like to see the Utilities Advisory Commission achieve, and how would you help in the process? I would like to see the UAC continue to advise and advocate for activities that will help us to achieve our SCAP goals. This would involve continued tracking of metrics (for example: 80% by 2030, penetration of electrification, HPWH uptake, etc.) and achievement against them. I also hope the UAC can advise the city on decisions that affect rates which have been increasing at a higher rate lately, with a goal of bringing the year/year increases down while still achieving reliability, service and SCAP goals. 4. Utilities Advisory Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. I have reviewed the SCAP plan in detail as it has evolved,so that I am familiar with the City's goals, especially the items that are relevant to CPAU. I have reviewed any plans that are relevant to discussions at UAC as the discussions arise. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Rachel E Croft Date Completed 01/16/2025 3 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 32  Packet Pg. 39 of 660  Utilities Advisory Commission Application Submitted on 13 February 2025, 5:19pm Receipt number 57 Related form version 11 Name Claude Ezran Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Utilities Advisory Commission? Email from the City Personal Information 1 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 33  Packet Pg. 40 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Retired Executive Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. • Retired high-tech marketing executive, 30+ years of experience in Silicon Valley companies such as Intel, 3Com, Adobe, and start-ups, mostly at the Director and VP level. • Director of Marketing for Oorja Fuel Cells, a clean energy company(2015-2016). • Extensive experience working collaboratively in teams. • Member of the Board of Directors of Cable Co-op (1992-1998).. Subscribers-owned cable TV company serving Palo Alto households. Very similar to a publicly owned utility. • MBA, Harvard Business School. • MSEE, Ecole Superieure d'Electricite (France). Studied electricity generation and transport. • BS. Advanced mathematics and physics Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. • Human Relations Commission, including Vice-chair and Chair:2008- 2014. • Founder and Organizer of Palo Alto World Music Day: 2009-2019 • Member of the Board of Directors, Palo Alto Recreation Foundation (PARF): 2010-2020 • Graduate of the Palo Alto Citizen Police Academy: 2019 • Member of the Community Advisory Group to the Police Chief: 2010- 2012 • Member of Steering Committee for Measure A (school parcel tax): 2005 • Treasurer of the Palo Alto PTA Council: 2004-2007. • Member of the Board of Directors, Cable Co-op: 1992-1998. Personal and Job Experience 1. Why are you interested in serving on the Utilities Advsory Commission and what experience would you bring to the position? Three examples regarding my life-long strong interest in energy and utility issues: Director of Marketing for Oorja Fuel Cells (2015-2016). Oorja was a clean energy company that manufactured power systems based on methanol fuel cells. These systems reduced operating costs and greenhouse gas emissions in a wide variety of applications such as wireless telecommunications and materials handling. Member of the Board of Directors of Cable Co-op (1992-1998) Cable Co-op was a cable TV company serving 28,000 households around Palo Alto. It was owned by its subscribers. In many ways its mission and its functioning were very similar to those of a publicly owned utility. MSEE, Ecole Superieure d'Electricite (France). My engineering School was partially funded by EDF (Électricité de France), a state-owned utility which is one of the largest utilities in the world. I studied electricity generation and distribution in great detail and visited many different types of power generation plants. Application Questions 2 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 34  Packet Pg. 41 of 660  2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting, you can view archived videos from the Midpen Media Center. Reliability and Resiliency Strategic Plan. Resiliency is an important issue for the Commission that I am very interested in. We need to look at what can be done to decrease the frequency and duration of power outages by looking at all the factors that impact reliability: equipment quality, equipment placement, redundancies, risk management, human factors, etc. Grid Modernization Project. As we increasingly move away from combustion engine cars and gas appliances, and increase our population with mandated housing, the demands on the electric grid will substantially increase above and beyond what the current grid can accommodate. This is a critical issue for the future of Palo Alto. 3. If appointed, what specific goals would you like to see the Utilities Advisory Commission achieve, and how would you help in the process? I would put to use my analytical and problem solving skills to look at: The progress already achieved with the deployment of our Advanced Metering Infrastructure (AMI) and how that improves conservation of water and energy, as well as how our customers are using the information provided to better manage their consumption. Are we now getting tangible benefits from AMI besides labor savings? Improving reliability and resiliency of the electric grid. Look at the entire chain of factors that impact them. How can we combine grid modernization with improvements in reliability? Continue the focus on: clean energy, reducing greenhouse gas emissions, transition from gas to electricity, and improving sustainability. Continue to improve recycling rates, but focus also on reducing waste in the first place. Energy conservation programs, green building codes, etc. 4. Utilities Advisory Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. I read some of these documents in the past and will definitely spend more time on them if selected for the position. I participated in a community workshop for the update of the Strategic Plan, in 2017. I do, also, closely follow news about the City utilities, mostly through the Palo Alto Weekly. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Claude Ezran 3 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 35  Packet Pg. 42 of 660  Date Completed 02/13/2025 4 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 36  Packet Pg. 43 of 660  Utilities Advisory Commission Application Submitted on 10 February 2025, 11:53am Receipt number 53 Related form version 11 Name Phil Metz Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94306 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Utilities Advisory Commission? Email from the City Personal Information 1 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 37  Packet Pg. 44 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Retired researcher, consultant, and business executive. Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. Education: • PhD in physics • MBA in marketing Experience: • Commissioner, Utilities Advisory Commission (2021-present) • Co-founder, Director, and Vice President, BioPhysical Economics Institute (2020-2024) • Research Fellow, Project Drawdown (2018-2019) • 11 years as sustainability consultant and researcher • 10+ years of R&D in energy efficiency and renewable energy, including electric heat pumps, cool / green roofs, solar, and community energy systems • 16 years consulting for energy-related businesses, including electric utilities • 6 years as renewable energy business development executive • 3 years as Palo Alto emergency services volunteer, both as BPC and as CERT Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Since 2017, my full-time focus has been energy and environmental sustainability research, advocacy, and writing. Commissioner UAC (2021-present) BioPhysical Economics Institute (BPEI) (2020-2024): Together with a group of scientists, economists, and executives, I co-founded BPEI and served as Director and Vice President. BPEI, a non-partisan non-profit, works to bring the natural sciences into economic analysis and financial decision making. Project Drawdown (2018-2019): I served as a Research Fellow, focusing on heat pumps, district heating, and cool roofs to help the world reach “Drawdown” of atmospheric greenhouse gases. Emergency Services Volunteer (ESV) (2017-present): Both a block preparedness coordinator (BPC) and a community emergency response team (CERT) volunteer. International Rescue Committee (IRC) volunteer (2018-present): Since 2018 I have volunteered as a mentor with the IRC to help immigrants obtain jobs in the US. Personal and Job Experience 1. Why are you interested in serving on the Utilities Advsory Commission and what experience would you bring to the position? I want to help CPAU become a leader in all its utilities to benefit the Palo Alto Community and as a model for others: • Grid Modernization: CPAU plans to spend $300M+ but lacks a detailed Application Questions 2 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 38  Packet Pg. 45 of 660  plan for how the grid would address new technologies, regulations, and SCAP needs. • Emergency preparedness: CPAU has preparation for water operations in an emergency, but not for electricity. • Fiber to the home (FTTH): I was proud to help get FTTH off the ground but there’s much more to do. • Commercial energy / data centers strategy: “Commercial” represents 80% of CPAU’s electric load and, due to AI, datacenters may become giant new loads. CPAU needs a plan for these changes. • Operational improvement: Esp. how to learn from mistakes and not repeat them. Relevant experience I bring to UAC includes 4 years as a UAC commissioner, and expertise in physics, especially energy and renewable energy systems; biophysical economics; the utility industry; building energy systems; and executive mgmt. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting, you can view archived videos from the Midpen Media Center. The #1 issue is modernizing the CPAU distribution grid. I am interested because of the cost – $300M+ CAPEX – and because implementation will determine Palo Alto’s contribution to renewable energy worldwide. But CPAU has not articulated its goals, strategy for achieving those goals, a detailed roadmap for what will be done when, and ways to reduce expenditures. I’m especially concerned that we address: 1. New technologies: The future grid will be fundamentally different from today’s grid. So, Grid Mod needs to anticipate those changes, for example, local distributed energy resources (DER) such as solar + storage; microgrids; demand side management (DSM); electric vehicles (EVs), and advanced metering (AMI). 2. SCAP: Delivering the energy called for by the City’s SCAP plan? 3. Resilience: During normal operations and during emergencies. 4. Other exogenous factors, esp. energy supply, regulations, and demand shifts, such as proliferation of large data centers. 3. If appointed, what specific goals would you like to see the Utilities Advisory Commission achieve, and how would you help in the process? I would like to help CPAU reestablish its leadership in the utility industry: 1. Get Grid Mod on track: Develop a detailed strategy and plan, addressing (as outlined above) new transformational technologies, SCAP needs, resilience, and other exogenous factors, including energy supply, new regulations, and demand shifts. 2. Emergency preparedness across all utilities. For electricity, CPAU assumes a worst-case emergency of 24-48 hours. That is inconsistent with the Palo Alto Office of Emergency Services (OES) which recommends that we prepare for 1-2 weeks of no electricity, no water, and no help. CPAU needs to develop its emergency preparedness consistent with the OES “design emergency” and in collaboration with OES. 3. Make FTTH a success. As a member of UAC’s FTTH subcommittee, I was proud to play a role in getting FTTH off the ground – after decades of effort. I think we arrived at a good solution. And now we need to implement. 4. Utilities Advisory Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. As a UAC commissioner since 2021, I am very familiar with and have contributed to all of the CPAU-related plans listed and their subsequent revisions. Some of the contributions I’m most proud of include: • Utilities strategic plan and Grid Mod: Commissioner Memos articulating improvements with commissioners Johnston and Phillips. • Emergency preparedness: Commissioner Memos setting direction with commissioners Bowie and Gupta. In addition, I have served on the Palo Alto S/CAP Ad Hoc Working Group, so I am very familiar with and have contributed to the S/CAP plan as it has evolved. 3 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 39  Packet Pg. 46 of 660  If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Phil Metz Date Completed 02/07/2025 4 of 4 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 40  Packet Pg. 47 of 660  Utilities Advisory Commission Application Submitted on 8 February 2025, 8:56pm Receipt number 56 Related form version 11 Name Olgu Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94306 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Utilities Advisory Commission? City Website Personal Information 1 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 41  Packet Pg. 48 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Data Scientist/Software Engineer Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. I have worked for SCE and PG&E almost 10 years where I led/participated in various RFO proposals and their evaluations as well as various gas and electric forecast/strategy/procurements. Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Currently, I am the VP of merchandise at Gunn High School Sports Boosters as well as the coach for my daughter's Girls Scout's Robotics team. Personal and Job Experience 1. Why are you interested in serving on the Utilities Advsory Commission and what experience would you bring to the position? I am interested in serving on the UAC because I am passionate about ensuring that our community has access to safe, reliable, cost efficient, and sustainable utility services. I believe that thoughtful utility planning is essential for economic growth, environmental responsibility, and the well- being of residents. I will bring a strong background in engineering/data/strategy with experience in energy management & development & procurement to advise the board and the City Council. In my previous roles at SCE and PG&E, I evaluated RFOs and procurements for various products/resources which gave me insight into the challenges and opportunities in utility management. I am confident that my ability to analyze current challenges, engage with stakeholders, and develop practical solutions will contribute to informed decision- making on the commission. I look forward to collaborating with fellow members to enhance the efficiency and sustainability of our community’s utilities. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting, you can view archived videos from the Midpen Media Center. Grid modernization project would be one that particularly interest me. As I worked on modeling various parts of the CA grid and forecasted hourly nodal prices in CA, I will utilize my expertise to help contribute to UAC. 3. If appointed, what specific goals would you like to see the Utilities Advisory Commission achieve, and how would you help in the process? I would like to see a robust system where an informative UAC that will guide and work with City Council effectively to accomplish the common goal of providing safe, reliable, cost efficient, and sustainable utility services to the city. I will utilize my utility background from SCE and PG&E to contribute and be a part of that robust system. 4. Utilities Advisory Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. I have experience in utility strategy, short/long term electric and gas procurement planning & execution, and grid changes needed to support electrification. Application Questions 2 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 42  Packet Pg. 49 of 660  If you'd like to provide any additional documents, please upload below. Resume_Olgu_Tanriverdi.pdf Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Olgu Tanriverdi Date Completed 02/08/2025 3 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 43  Packet Pg. 50 of 660  Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 44  Packet Pg. 51 of 660  Olgu Tanriverdi 2 Real Software Systems - Woodland Hills, CA May '06 - Apr '07 Technical Consultant • Worked in a fast-paced startup to design and develop contract management software that calculates rights, royalties, and profit participation for media giants such as SONY, MGM, Activision, EA, BBC etc. based on clients’ business requirements University of California, Los Angeles (UCLA) Sep '00 - May '06 Research & Teaching Assistant, Flight System Research Center • Conducted research with NASA, NREL, and DOE on mathematical modeling of horizontal axis wind turbines and developed nonlinear pitch and torque control algorithms to operate them on their optimal max generation point. • Lectured in Numerical Analysis, Probability, Physics, Systems & Signals, Electronic Circuits, and C++ Programming Patents & Trade Secrets • O Tanriverdi, inventor; Gas Turbine Engine Controller with Event Trigger (US Patent No: 9,002,617; Issued Date April 12, 2015) • O Tanriverdi, inventor; System and Method to Measure 3D Flow (US Patent No: 9,030,667; Issued Date May 12, 2015) Conference Papers • O. Tanriverdi, ”Ancillary Service Price Forecast in Metrix ND,” Envision 2009 Itron Conference, Phoenix, AZ, September 2009 • O. Tanriverdi and A.V. Balakrishnan, ”Maximize Wind Turbine Power Output in Transient Region,” Proc. AWEA (American Wind Energy Association), Windpower 2006 Workshop, Pittsburgh, PA, June 2006 • O. Tanriverdi and A.V. Balakrishnan, ”Pitch & Torque Control to Maximize Wind Turbine Power Output in Partial Load Region,” Proc. EWEC (European Wind Energy Conference), Business Science Technology, Electrical System Design, Integration and Control/Technical Track, Athens, Greece, February 2006 Professional Licenses & Certifications • Coursera Machine Learning, Neural Networks & Deep Learning, Improving Deep Neural Networks • FAST.AI Deep Learning Part I & II • Certified Lean Six Sigma Green Belt DFSS • Certified Mediator by CA Dispute Resolution Program and LA County Community and Senior Services Volunteer Services & Activities • VP Merchandise Gunn High School Sports Boosters May '24 - Present • VP Scholarship NuEnergy Employee Resource Group, Diversity&Inclusion at PG&E Oct '16 – Jan ‘18 • VP Events Asian Pacific American Forum Affinity Group at GE Mar '13 - May '15 • Member of IEEE Control Systems and Computer Science Societies Mar '00 - Present LACBA Dispute Resolution Services - West Hollywood, CA Mar '07 - Sep '07 • Analyzed the dispute and provided resolution to community residents seeking Mediation Services Education University of California, Los Angeles • Ph.D. (all but unfinished thesis) in Electrical Engineering, major in Control Systems. May '06 Minors: Digital Signal Processing and Engineering Optimization • Engineer in Electrical Engineering Jun '03 • Master of Science in Electrical Engineering Jun '02 Yildiz Technical University - Istanbul, Turkiye Jun '98 • Bachelor of Science in Electronics and Communications Engineering Awards • Graduate Student Fellowship from the Electrical Engineering Department at UCLA Sep '00 - Mar '06 • Dean’s Special Young Alumni Award: Received Bachelor of Science degree at age of 20 Jun '98 • Placed 6th in 1997 Best Model of Turkiye Competition Aug '97 Computer Skills • C++, Python, Fortran, C#, Google OR-Tools, SQL, Scikit-learn, TensorFlow, CPLEX, .NET, Matlab, Databricks, PySpark, SVN, Git, Perforce, Azure Functions, Kusto, REST APIs, Domo, Tableau, MicroStrategy, Adobe Analytics, Airflow, DoWhy, PSM Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 45  Packet Pg. 52 of 660  Utilities Advisory Commission Application Submitted on 23 February 2025, 1:12pm Receipt number 58 Related form version 11 Name Barry Wolf Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices No Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Utilities Advisory Commission? Email from the City Personal Information 1 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 46  Packet Pg. 53 of 660  Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Consent to Publish Personal Information on the City of Palo Alto Website Occupation Research Scientist Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. Biochemical engineer with 26 years of experience in the biotechnology industry and academia: • 21 years optimizing mammalian cell culture processes for protein production • 2 years investigating the regulation of a transcription factor gene • 3 years designing and validating biopharmaceutical processes EDUCATION Ph.D. Chemical Engineering 2001 M.S.E. Chemical Engineering 1996 University of Michigan, Ann Arbor, Michigan B.S. Mechanical Engineering, B.A. Biology / Philosophy minor 1992 Rutgers University, New Brunswick, New Jersey Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Acterra EV Ambassador (volunteer), approximately 5 years Personal and Job Experience 1. Why are you interested in serving on the Utilities Advsory Commission and what experience would you bring to the position? As an EV enthusiast and engineer (who only owns EVs), I am aware of the rapid electrification of transportation and buildings and understand the need for utility planning to meet the needs of increased electricity demand while also accounting for rooftop solar/BESS at C&I and homes in Palo Alto. I am acutely aware of the effects of climate change on our water supply, our aging water supply infrastructure, and appreciate the importance of high quality water and high quality water service to Palo Alto residents. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting, you can view archived videos from the Midpen Media Center. I am interested in how microgrids comprised of solar PV and BESS can improve the resilience, reliability, and cost effectiveness of the delivery of electricity to all users in Palo Alto. I also believe the Palo Alto Airport should be a pioneer in electric aviation. 3. If appointed, what specific goals would you like to see the Utilities Advisory Commission achieve, and how would you help in the process? I am especially interested in helping to promote home electrification, EV ownership, planning for V2H and potentially V2G in Palo Alto, ensuring adequate transformer resources and reliability transmission lines to accommodate the growing electrification of homes and businesses, while also realizing that private investment in rooftop solar and BESS can work in synergy with the Palo Alto Utilities infrastructure to keep costs low for all stokeholds. 4. Utilities Advisory Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience I am not familiar with these documents but am planning to read the documents relevant to electricity. Application Questions 2 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 47  Packet Pg. 54 of 660  with these documents is not required for selection. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. Yes Signature Name of signatory: Barry F. Wolf Date Completed 02/23/2025 3 of 3 Item 1 Attachment B - Utilities Advisory Commission - Redacted        Item 1: Staff Report Pg. 48  Packet Pg. 55 of 660  City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: April 7, 2025 Report #:2503-4402 TITLE Approval of Minutes from March 17, 2025 and March 24, 2025 Meetings RECOMMENDATION Staff recommends that the City Council review and approve the minutes. ATTACHMENTS Attachment A: March 17, 2025 Draft Action Minutes Attachment B: March 24, 2025 Draft Action Minutes APPROVED BY: Mahealani Ah Yun, City Clerk Item 3 Item 3 Staff Report        Item 3: Staff Report Pg. 1  Packet Pg. 56 of 660  CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 4 Regular Meeting March 17, 2025 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, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Present Remotely: Absent: Special Orders of the Day 1. Recognition of Sister City Tsuchiura, Japan and Palo Alto Student Exchange Participants NO ACTION Closed Session 2. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Kiely Nose, Sandra Blanch, Nick Raisch, Tori Post, Molly Stump, Lauren Lai, Paul Harper, and Jennifer Fine) Employee Organization: Service Employees International Union, (SEIU) Local 521 Hourly Unit, Utilities Management and Professional Association of Palo Alto (UMPAPA), Palo Alto Peace Officers’ Association (PAPOA), Palo Alto Police Management Association (PMA), International Association of Fire Fighters (IAFF) local 1319, Palo Alto Fire Chiefs’ Association (FCA); Authority: Government Code Section 54957.6 (a) MOTION: Vice Mayor Veenker moved, seconded by Councilmember Lythcott-Haims to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 5:45 P.M. Council returned from Closed Session at 7:00 P.M. Item 3 Attachment A - March 17, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 2  Packet Pg. 57 of 660  DRAFT ACTION MINUTES Page 2 of 4 City Council Meeting Draft Action Minutes: 03/17/2025 Mayor Lauing announced no reportable action. Agenda Changes, Additions and Deletions Public Comment Council Member Questions, Comments and Announcements Study Session 3. Study Session with Palo Alto Youth Council NO ACTION Consent Calendar MOTION: Councilmember Lythcott-Haims moved, seconded by Councilmember Reckdahl to approve Agenda Item Numbers 4-9. MOTION PASSED: 7-0 4. Approval of Minutes from March 3, 2025 Meeting 5. REINTRODUCED FIRST READING: Ordinance of the Council of the City of Palo Alto Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Land Use Laws from 2023 and Earlier, Including AB 2097. CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15061(b)(3). 6. Adoption of Memorandum of Agreement with SEIU, Local 521 for a Term of Three Years Expiring December 31, 2027; CEQA Status - Not a Project 7. Approval of Professional Services Contract Number C25191558 with Life Insurance Company of North America, a wholly owned subsidiary of New York Life Insurance Company, in an Amount Not to Exceed $2,369,216 to Provide Group Life Insurance, Accidental Death and Dismemberment and Long-Term Disability to City of Palo Alto Employees for a Period of Three Years; CEQA Status - Not a Project. Item 3 Attachment A - March 17, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 3  Packet Pg. 58 of 660  DRAFT ACTION MINUTES Page 3 of 4 City Council Meeting Draft Action Minutes: 03/17/2025 8. Authorization to Execute Amendment to Legal Services Agreement S23187569 with Howard Rome Martin Ridley & Master LLP dba Ridley Master to Increase Amount by $60,000 for Total Not-to-Exceed Amount of $315,000; CEQA Status – Not a Project. 9. PUBLIC HEARING / QUASI-JUDICIAL. 4335 and 4345 El Camino Real [24PLN-00153]: Applicant’s Request for Approval of a Vesting Tentative Map to Allow for a Condominium Subdivision to Create Eight Units on a 17,406 Square Foot Parcel and to Create 21 Units on a 41,370 Square Foot Parcel to Facilitate Construction of 29 New Residential Units in Five Buildings (24PLN-00152). CEQA Status: Exempt from CEQA in Accordance with CEQA Guidelines Section 15332 (In-Fill Development). City Manager Comments Ed Shikada, City Manager Action Items 10. Approval of Professional Service Contract Number C25192988 with Lloyd Consulting Group, LLC., in the Amount Not to Exceed $160,825 to Conduct a Comprehensive Turf Study for a Period of Six Months; CEQA Status – exempt under CEQA regulations 15262 and 15306. Item Removed Off Agenda AA2. Approval of the 2025 City Council Priority Objectives, as well as Committee Objectives and Workplans. CEQA Status -- Not a Project. (Item Continued from February 24, 2025 and March 10, 2025 City Council Meetings) NO ACTION AA1. Adoption of a Resolution Responding to Federal Actions MOTION: Vice Mayor Veenker moved, seconded by Councilmember Burt to approve the amended resolution with the incorporated changes discussed. MOTION PASSED: 7-0 Adjournment: The meeting was adjourned at 11:25 P.M. Item 3 Attachment A - March 17, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 4  Packet Pg. 59 of 660  DRAFT ACTION MINUTES Page 4 of 4 City Council Meeting Draft Action Minutes: 03/17/2025 ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor 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. Item 3 Attachment A - March 17, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 5  Packet Pg. 60 of 660  CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 4 Special Meeting March 24, 2025 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, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Present Remotely: Absent: Special Orders of the Day 1. Interview Candidates for the Boards and Commissions Spring Recruitment – Architectural Review Board, Human Relations Commission, and Utilities Advisory Commission; CEQA Status - Not a Project. MOTION: Councilmember Stone moved, seconded by Councilmember Reckdahl to allow the expiring commissioner(s) of the Architectural Review Board to remain seated on the board until new appointments are made and to reopen the Architectural Review Board recruitment for additional candidates. MOTION PASSED: 6-0-1, Veenker Absent Vice Mayor Veenker departed the meeting. Council Member Questions, Comments and Announcements Consent Calendar Councilmembers Burt, Reckdahl, Lythcott-Haims requested to pull Agenda Item Number 3. MOTION: Council Member Reckdahl moved, seconded by Council Member Burt to approve Agenda Item Numbers 2, 4-11 and to pull Agenda Item Number 3. Item 3 Attachment B - March 24, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 6  Packet Pg. 61 of 660  DRAFT ACTION MINUTES Page 2 of 4 Sp. City Council Meeting Draft Action Minutes: 03/24/2025 MOTION PASSED: 6-0-1, Veenker absent 2. Approval of Minutes from March 10, 2025 Meeting 3. Nonprofit Partnership Workplan: Phased Approach 4. Approval of General Services Contract No. C25192791 with Synagro-WTT, Inc for Sludge Hauling Services for a Term of Three Years in an Amount Not to Exceed $2,584,756, for the Regional Water Quality Control Plant; CEQA Status – Not a Project 5. Approval of General Services Contract No. C25193187 with Universal Security Company in the Amount of $220,752 for Security Services at the Municipal Service Center and the Regional Water Quality Control Plant for a Period of Nine Months; CEQA status - Categorically Exempt under Sections 15301 and 15302 6. Adoption of a Resolution Authorizing MuniServices LLP, Hinderliter de Llamas & Associates, and Appropriate City Staff to Examine Sales and Use Tax Records from the California Department of Tax and Fee Administration (CDTFA); Adoption of an Ordinance Amending the Municipal Code to Update References to CDTFA; CEQA Status – Not a Project 7. Approval of Professional Services Contract C25187148 with Innovative Claims Solutions (ICS) in an Amount Not-To-Exceed Amount of $760,886 to provide Third-Party Administration of Workers’ Compensation Benefits for a Period of One Year with an Option to Renew for up to Five Years Term. CEQA status - Not a Project 8. Approval of Contract Amendment Number 2 to Contract Number C22183462 with Macias Gini & O'Connell LLP (MGO) to Add $415,071 and Extend the Term for Two Years for External Financial Audit Services; CEQA Status -- Not a Project. 9. Approval of Audit Reports for Grant Management And Utility Billing as Reviewed by Policy and Services Committee; CEQA: Not A Project 10. Approval of an Amended Funding Agreement with the Santa Clara Valley Transportation Authority (VTA) for 2016 Measure B Bicycle and Pedestrian Education and Encouragement Program Funding; CEQA status – not a project. 11. SECOND READING: Ordinance of the Council of the City of Palo Alto Creating New Chapter 10.66 (Pedestrian Only Streets and Community Streets) in Title 10 (Vehicles and Traffic) (FIRST READING: March 10, 2025 PASSED 7-0) Public Comment Item 3 Attachment B - March 24, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 7  Packet Pg. 62 of 660  DRAFT ACTION MINUTES Page 3 of 4 Sp. City Council Meeting Draft Action Minutes: 03/24/2025 Agenda Changes, Additions and Deletions Vice Mayor Veenker Returned at 8:24 P.M. City Manager Comments Action Items AA1. Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms MOTION: Vice Mayor Veenker moved, seconded by Councilmember Lythcott-Haims to continue item to April 14th City Council Meeting. AMENDMENT: Councilmember Burt moved, seconded by Councilmember Stone to continue item to April 7th City Council Meeting for consideration of support or sponsoring of the bill. AMENDMENT PASSED: 5-2, Veenker, Lu no AMENDMENT INCORPORATED INTO THE MOTION MOTION: Vice Mayor Veenker moved, seconded by Councilmember Lythcott-Haims to continue item to April 7th City Council Meeting for consideration of support or sponsoring of the bill. MOTION PASSED: 7-0 3. Nonprofit Partnership Workplan: Phased Approach MOTION: Vice Mayor Veenker moved, seconded by Councilmember Burt to approve a phased approach to enhancing nonprofit partnerships parameters as outlined in the staff report with the following amendments: a) Only Form 990 is required for financial reporting; and b) Clarify that funds are not restricted to nonprofits serving Palo Alto residents only; and Item 3 Attachment B - March 24, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 8  Packet Pg. 63 of 660  DRAFT ACTION MINUTES Page 4 of 4 Sp. City Council Meeting Draft Action Minutes: 03/24/2025 c) Funding comparable to last year plus whatever funding is added for community events. MOTION PASSED: 7-0 Adjournment: The meeting was adjourned at 10:45 P.M. ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor 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. Item 3 Attachment B - March 24, 2025 Draft Action Minutes        Item 3: Staff Report Pg. 9  Packet Pg. 64 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: City Manager Meeting Date: April 7, 2025 Report #:2503-4306 TITLE Approval of a Revised Revenue Agreement with the County of Santa Clara to Enable the County to Execute an Operating Agreement with LifeMoves for Operations of Palo Alto Homekey RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute the attached revised Revenue Agreement with the County of Santa Clara (County), authorizing the City to provide funding in the amount of $7 million over a seven-year period to the County. The County will execute an operating agreement, including the $7 million, with LifeMoves for interim housing operations at the Palo Alto Homekey interim housing site at 1237 San Antonio Road. EXECUTIVE SUMMARY Approval of the Revenue Agreement will allow the County to manage pass-through funding from the City for operations at the Palo Alto Homekey interim housing located at 1237 San Antonio Road. While the County will enter an operating agreement with LifeMoves for operations, the Revenue Agreement contains performance measures and reporting requirements for operations. BACKGROUND Project Homekey is an initiative of the California Department of Housing and Community Development (HCD) which aims to rapidly address homelessness by supporting local governments in creating temporary or permanent housing for individuals experiencing or at risk of homelessness. The program, launched in response to the COVID-19 pandemic, provides regulatory waivers and enforces strict deadlines to facilitate swift housing solutions. In 2021, the City of Palo Alto partnered with LifeMoves to apply for Homekey funding, securing an award in August 2022 for a modular interim housing facility with on-site support services. The project drew lessons from the City of Mountain View’s similar Homekey project, incorporating improvements like en suite restrooms. Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 1  Packet Pg. 65 of 660  In November 2022, rising costs due to economic instability, inflation, and supply chain issues led the City and LifeMoves to reassess the project’s scope. LifeMoves hired a new construction firm, Devcon, which identified cost-saving opportunities but impacted the timeline. Cost-saving adjustments included repositioning buildings, creating separate site entrances, and relocating infrastructure. The City Council approved a lease agreement1 with LifeMoves and a Revenue Agreement with Santa Clara County in 2023, along with funding to close the capital gap and reinstate certain project elements. Later in August 2023, the City also approved an agreement for utility services with the City of Mountain View to connect the Palo Alto Homekey project to its water and sewer systems.2 In January 2025, staff provided City Council an update on the project status, noting delays relating to modular production.3 ANALYSIS Although the City Council approved a Revenue Agreement with the County for the project in 2023, the County had not yet approved the agreement and thus the agreement was never fully executed. In the interim, staff further reviewed the initial agreement and found that the agreement's standard payment terms were more suited to a bill-for-services contract. This is the first time the City has entered into an arrangement where funding is remitted to another entity, the County, which then disburses it (to LifeMoves) on a bill-for-services basis. As a result, new language had to be developed to better reflect this structure, including transitioning from a reimbursement basis to a remittance basis. Additionally, in the revised agreement, a payment schedule was created and new reporting requirements were introduced (such as requiring a summary budget and actual expenditure reports for operations and maintenance costs). The attached Revised Revenue Agreement represents a revision to the original Revenue Agreement since the original Revenue Agreement was not yet fully executed. City and County staff met and corresponded regularly to discuss and develop the resulting revised agreement for $7 million of pass-through funding for Palo Alto Homekey operations for an initial term of seven (7) years, subject to approval by the County Board of Supervisors. The County has the (revised) Revenue Agreement scheduled on the April 8 agenda for the Board of Supervisors’ consideration. The County continues to discuss, with both the City and LifeMoves, the Service/Operations Agreement for LifeMoves to operate Palo Alto Homekey, with plans to finalize the agreement in alignment with the beginning of site operations. The below table summarizes key Revised Revenue Agreement terms. 1 City Council Staff Report, June 12, 2023 2 City Council Staff Report, August 21, 2023 https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=2894&meetingTemplateType=2 3 City Council Information Item, January 13, 2025 https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=6678&meetingTemplateType=2&comp iledMeetingDocumentId=12765 Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 2  Packet Pg. 66 of 660  Table 1: Revised Revenue Agreement Key Terms Agreement Section Summary of Key Terms 1. Term April 7, 2025 through December 31, 2033 2. Roles and Responsibilities •City will designate a Program Manager to act as a liaison with the County, assist in program development and improvement to meet goals, and review and process invoices and disburse funds to the County. •City will remit payment to the County annually for expenses associated with the Agreement for a total maximum amount of $7,000,000 (equates to approximately $1,000,000 annually for each operational year). •County will designate a Program Manager to serve as a liaison with the City, lead program development (and improvement, if needed) to meet goals, and lead coordination with stakeholders. County will provide or subcontract program services. •Both parties will together establish success and outcome measures, meet regularly to discuss performance and progress, and jointly monitor program expenses and outcomes. Exhibit A: Program Specifics 1. Program Description “Program” is Palo Alto Homekey, a modular interim housing facility with onsite support services, which will provide privacy, security, mental health support, recovery programs, employment services, financial literacy, and children’s programs. The facility includes nightly sleeping accommodations, meals, en suite bathrooms, showers, laundry services, internet access, and other basic need services. Case management services are provided to all clients, focused to support housing placement and long-term housing retention. 2. Target Population Unsheltered homeless households, with preference given to households who reside in or have a connection to Palo Alto. 3. Number of Households Single units are intended to serve individuals and family units are intended to serve families with the average family size being a family of 3. The project will have 88 units whose door configuration equates to 108 units per HCD definition.4 4. Program Funding Amount $7,000,000 (equates to approximately $1,000,000 annually for seven years) 5. Reporting Requirements County will provide quarterly reports to the City that include information on: •Number of clients served (total and City-connected), •Exit destinations (total and City-connected, number per period by exit category), •Enrollments of City-connected clients (total and new enrollments), •Average time in shelter, •Returns to homelessness (within 12 months and within 2 years), and •Summary budget and actual report of operation and maintenance costs spent using City funding. Categories and format to be agreed upon. 4 The California Department of Housing and Community Development (HCD) defines a unit as a room with an Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 3  Packet Pg. 67 of 660  FISCAL/RESOURCE IMPACT 5 followed by the June 12, 20236 City Council approval of the original Revenue Agreement. No additional funding is requested with this proposed Revised Revenue Agreement; however, the funding timeline was updated from the original Revenue Agreement as part of the FY 2025 Adopted Operating Budget7 for funding to start in FY 2025 rather than FY 2023. As noted in prior reports, the Palo Alto Homekey project is funded through $26.6 million in HCD Project Homekey funds, combined with City and County funding, and generous local donations, including from the Palo Alto Community Fund, Sobrato Philanthropies, and The Peery Foundation. City contributions include the land for the project, staff time, $7 million towards operations, and $4.5 million towards capital costs. Additionally, City Council approved use of $185,000 in federal Housing and Urban Development (HUD) Community Development Block Grant (CDBG) funds towards a recreation area for Palo Alto Homekey. 8 The operations funding for Palo Alto Homekey come from a variety of sources including LifeMoves, HCD (part of the grant funding), the County, and the City. LifeMoves, as operator through a Service/Operations Agreement with the County, will optimize all funding sources with awareness of the funding deadlines on each funding source. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW 5 FY 2023 Adopted Operating Budget (page 503) https://www.cityofpaloalto.org/files/assets/public/v/1/administrative-services/city-budgets/fy-2023-city- budget/adopted-fy23/operating-budget_final-4.pdf 6 City Council Staff Report, June 12, 2023 https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=2481&meetingTemplateType=2 7 FY 2025 Adopted Operating Budget (page 520) chrome- https://www.cityofpaloalto.org/files/assets/public/v/1/administrative-services/city-budgets/fy-2025-city- budget/adopted/palo-alto-adopted-operating-budget-book_final2.pdf 8 City Council Staff Report, June 22, 2024 https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=5122&meetingTemplateType=2&comp iledMeetingDocumentId=10522 Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 4  Packet Pg. 68 of 660  pursuant to CEQA Guidelines Section 15269 as actions to mitigate an emergency related to the unhoused population in Palo Alto. ATTACHMENTS APPROVED BY: Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 5  Packet Pg. 69 of 660  Page 1 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA This Agreement is entered into by and between the County of Santa Clara (the “County”) and the City of Palo Alto (the “City”), in order to provide funding for and establish roles, rights and responsibilities related to preventing and ending homelessness in Palo Alto. The County and City are sometimes referred individually as a “Party,” and collectively as the “Parties.” A. WHEREAS, the Parties have endorsed the 2020-2025 Community Plan to End Homelessness in Santa Clara County and have approved resolutions finding that the problem of homelessness in Santa Clara County is a crisis; B. WHEREAS, the City, the County and other partners seek to reduce homelessness while sharing costs, prioritizing services to the community’s most vulnerable homeless persons, using resources strategically, and maintaining effective operational relationships; C. WHEREAS, in its role as the lead agency for the Santa Clara County Continuum Care (CoC), the County’s Office of Supportive Housing (OSH) coordinates permanent housing programs, shelter and transitional housing, supportive services, a homeless management information system and supportive housing policies and standards countywide; D. WHEREAS, the County has established effective partnerships to manage and coordinate programs such as Permanent Supportive Housing (PSH), Rapid Rehousing (RRH), Homelessness Prevention, Housing Problem Solving, interim housing services, and outreach services; E. WHEREAS, the City has received a funding commitment of $26,559,544 in State Homekey funds to develop a service-enriched shelter in Palo Alto in partnership with LifeMoves; F. WHEREAS, the City seeks to prioritize Interim Housing Services for unhoused or at-risk people who are significantly impacting the City’s neighborhoods and departments; and, G. WHEREAS, the City seeks to leverage the County’s resources and expertise in managing supportive housing programs by allowing the County to manage programs for homeless persons. In consideration of the foregoing Recitals, and the mutual promises and covenants contained in this Agreement, the Parties agree as follows: Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 6  Packet Pg. 70 of 660  Page 2 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 AGREEMENT 1) TERM This Agreement is effective on April 7, 2025 and will continue thereafter until December 31, 2033 unless extended by mutual consent or terminated as provided below in Sections 4 and 13. 2) ROLES AND RESPONSIBILITIES a) The Parties shall jointly develop, implement, and monitor the programs described in Exhibit A: Program Specifics (“Programs”). b) City’s Responsibilities i) The City shall designate a Program Manager to: (1) Serve as the County’s liaison to the City’s departments and City Council; (2) Participate in management meetings for the Programs, which will be held as needed; and, (3) Actively assist in the development and improvement of the Programs to ensure that the Programs meet their goals. ii) The City shall remit payment to the County annually for all expenses associated with this Agreement as follows: Time Period Total Maximum Financial Obligation December 31, 2027 $1,000,000 December 31, 2028 $1,000,000 December 31, 2029 $1,000,000 December 31, 2030 $1,000,000 December 31, 2031 $1,000,000 December 31, 2032 $1,000,000 December 31, 2033 $1,000,000 TOTAL $7,000,000 Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 7  Packet Pg. 71 of 660  Page 3 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 c) County’s Responsibilities i) The County shall designate one or more Program Managers to: (1) Serve as the City’s liaison to County departments; (2) Plan and lead management and coordination meetings, which will be held as needed; (3) Lead in development, management, and refinement of the Programs to ensure that the Programs meets their goals. (4) Lead coordination meetings with appropriate stakeholders to ensure the Programs’ success. ii) The County shall provide or subcontract Programs’ services. To the maximum extent practicable, the County shall leverage other resources to offset, improve, or expand the Programs’ services. iii) The County or its contractors shall implement referral criteria and procedures consistent the Santa Clara County Continuum of Care’s Coordinated Assessment System. d) The Parties shall work collaboratively to: i) Establish the Programs’ success and outcome measures consistent with the Santa Clara County Continuum of Care’s System Performance Measures; and, ii) Identify resources that would enable the Programs to more effectively use City and County funds and improve Programs; incorporating lessons learned from similar Programs. iii) Meet regularly to discuss the performance and progress of the Programs. When appropriate, the Parties shall jointly develop corrective actions to be implemented by the Programs’ contractors. iv) Jointly monitor the Programs’ expenses and outcomes. Based on the availability of the City’s funds in future years and the Programs’ outcomes, the Parties will determine whether to continue, expand, contract, or terminate the Programs at the end of the Term. Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 8  Packet Pg. 72 of 660  Page 4 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 e) Funding under this Agreement is contingent on annual appropriations that are approved by the City Council. 3) MUTUAL INDEMNIFICATION In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the County and the City agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Parties hereto, their officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Parties under this Agreement. 4) TERMINATION Either Party may terminate this Agreement at any time for convenience and without cause, upon providing a ninety-day (90) notice to the other Party at the addresses set forth in section 13) below. The notice shall state the effective date of the termination. 5) ASSURANCE Each Party represents and warrants that it has the authority to enter into this Agreement. 6) RELATIONSHIP Nothing contained in this Agreement shall be deemed or construed by the Parties or any third party to create the relationship of partners or joint ventures between the City and the County. 7) CONFIDENTIALITY The Parties agree that by virtue of entering into this Agreement they each shall have access to certain confidential information regarding the other Party’s operations. Each of the Parties shall not disclose confidential information and/or materials without the prior written consent of the other Party, unless such disclosures are required by California law. Where appropriate, resident releases shall be secured before confidential resident information is exchanged. 8) ENTIRE AGREEMENT Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 9  Packet Pg. 73 of 660  Page 5 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 This Agreement and its Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. 9) MODIFICATION This Agreement may not be enlarged, modified, or altered, except if it is evidenced in writing, signed by the Parties and endorsed to this Agreement. 10)INSURANCE Each Party shall, at its own expense, keep in force during the Term, Workers’ Compensation Insurance, insuring against and satisfying each Party’s obligations and liabilities under the workers’ compensation laws of the State of California, including employer’s liability insurance in the limits required by the laws of the State of California. 11)SEVERABILITY If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in force without being impaired or invalidated in any way. 12)NOTICES Notices to the Parties in connection with this Agreement shall be given personally or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Parties as follows: COUNTY OF SANTA CLARA CITY OF PALO ALTO Deputy Director Deputy City Manager Office of Supportive Housing City of Palo Alto 150 West Tasman Drive 250 Hamilton Avenue San Jose, CA, 95134 Palo Alto, CA 94301 Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated on the date of delivery. 13)AMENDMENTS This Agreement may be amended only by a written instrument signed by the Parties. Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 10  Packet Pg. 74 of 660  Page 6 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 14)WAIVER No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a Party must be provided, in writing, and shall apply to the specific instance expressly stated. This Agreement has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement shall be in the County of Santa Clara. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Compliance with All Laws. The Parties shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to all non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below. Compliance with Non-Discrimination and Equal Opportunity Laws: The City shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, the City shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall the City discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 11  Packet Pg. 75 of 660  Page 7 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 Compliance with Wage and Hour Laws: The City shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or living wage Laws. Definitions: For purposes of this Subsection 17, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing. Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance. Prior Judgments, Decisions or Orders against the City: By signing this Agreement, the City affirms that it has disclosed any final judgments that (A) were issued in the five years prior to executing this Agreement by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that the City violated an applicable wage and hour law or pay equity law. The City further affirms that it has satisfied and complied with – or has reached Agreement with the County regarding the manner in which it will satisfy – any such final judgments. Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Agreement, the City receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then the City shall promptly satisfy and comply with any such Final Judgment. The City shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM)of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. The City shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph. Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 12  Packet Pg. 76 of 660  Page 8 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Agreement concerning access to the City’s records, the City shall permit the County and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the County’s request, the City shall provide the County with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Subsection 17, except where prohibited by federal or state laws, regulations or rules. County’s access to such records and facilities shall be permitted at any time during The City’s normal business hours upon no less than 10 business days’ advance notice. Pay Equity Notification: The City shall (1) at least once in the first year of this Agreement and annually thereafter, provide each of its employees working in California and each person applying to the City for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or (2) throughout the term of this Agreement, continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of the City’s Employees and Job Applicants. Material Breach: Failure to comply with any part of this Subsection H shall constitute a material breach of this Agreement. In the event of such a breach, the County may, in its discretion, exercise any or all remedies available under this Agreement and at law. County may, among other things, take any or all of the following actions: (i)Suspend or terminate any or all parts of this Agreement. (ii)Offer the City an opportunity to cure the breach. Subcontractors: The City shall impose all of the requirements set forth in this Subsection 17 on any subcontractors permitted to perform work under this Agreement. This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment. 18)CALIFORNIA PUBLIC RECORDS ACT The County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If the City’s proprietary information is contained in documents or information submitted to County, and the City claims that such information falls within one or more CPRA exemptions, the City must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the County will make best efforts to provide notice to the City prior to such disclosure. If the City contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County is required to respond to the CPRA request. If the City fails to obtain such remedy within the time the County is required to respond to the CPRA request, County may disclose the requested information. Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 13  Packet Pg. 77 of 660  Page 9 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 The City further agrees that it shall defend, indemnify and hold County harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for information arising from any representation, or any action (or inaction), by the City. 19)CONFLICTS OF INTEREST The City shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County. In accepting this Agreement, the City 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. The City further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. The City, including but not limited to contractor’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, the City shall, upon execution of this Agreement, provide the County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to the City’s employees, agents and subcontractors, who could be substantively involved in “mak[ing] a governmental decision” or “serv[ing] in a staff capacity” and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position, (2 CCR 18700.3), as part of the City’s service to the County under this Agreement. The City shall immediately notify the County of the names and email addresses of any additional individuals later assigned to provide such service to the County under this Agreement in such a capacity. The City shall immediately notify the County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the County. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, the City shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations, including Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 14  Packet Pg. 78 of 660  Page 10 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 but not limited to those listed this Section including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. 20)CONTRACT EXECUTION Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County. IN WITNESS WHEREOF, the Parties have caused this Agreement to be entered into as of the day and year of execution of this Agreement. COUNTY OF SANTA CLARA COUNTY OF SANTA CLARA CITY OF PALO ALTO __________________________ ____________________________ James R. Williams Ed Shikada County Executive City Manager Date: ____________________ Date: ____________________ APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY ___________________________________ ____________________________ Stefanie Wilson Albert Yang Deputy County Counsel Assistant City Attorney Date: ____________________ Date: ____________________ Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 15  Packet Pg. 79 of 660  Page 11 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 EXHIBIT A: This Exhibit describes the Programs that will be implemented under this Agreement, either directly by the County or by a County subcontractor. 1. Program Description Palo Alto Homekey is a modular interim housing facility with onsite support services, which will provide privacy, security, mental health support, recovery programs, employment services, financial literacy, and programs for children. The facility includes nightly sleeping accommodations, meals, en suite bathrooms, showers, laundry services, mail services, internet access, and other basic need services. Case management services are provided to all clients in order to develop customized service plans to meet each individual’s or household’s goals. Case management services will focus on connections to mainstream community resources and support networks to support housing placement and long-term housing retention. 2. Target Population The Program shall serve unsheltered homeless households at its service-enriched shelter site within the City. Households shall be referred from the Santa Clara County Shelter Hotline, and preference shall be given to households who reside in or have a connection to the City. 3. Number of Households The County or its contractors shall serve up to 160 individuals nightly through its 88 units whose door configuration equates to 108 units (per California Department of Housing and Community Development (HCD) definition. 4. Program Funding Amount The City shall remit payment to the County for expenses associated with the Temporary Housing Program as follows: Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 16  Packet Pg. 80 of 660  Page 12 of 12 Agreement between County of Santa Clara and the City of Palo Alto 1 6 4 4 Time Period Maximum Financial Obligation for Temporary Housing December 31, 2027 $1,000,000 December 31, 2028 $1,000,000 December 31, 2029 $1,000,000 December 31, 2030 $1,000,000 December 31, 2031 $1,000,000 December 31, 2032 $1,000,000 December 31, 2033 $1,000,000 TOTAL $7,000,000 5. Reporting Requirements The County shall provide quarterly reports to the City that include: a) Number of unduplicated clients served: a. All clients served. b. Clients served that are connected to the City. b) Exit destinations: a. Number of unduplicated clients exits per period by exit categories. b. Number of unduplicated clients exits per period by exit categories for those connected to the City. c) Enrollments of Palo Alto connected clients for the time period as well as enrollments that are new in that time period. d)Average length of time that individuals and families remain in shelter. e)Returns to homelessness within 12 months of individuals and families served, as data becomes available. f) Returns to homelessness within 2 years of individuals and families served, as data becomes available. g) A summary budget and actual report of operation and maintenance costs spent using City funding. Categories and format to be agreed upon. Item 4 Attachment A - Revised Revenue Agreement Between the County of Santa Clara and the City of Palo Alto        Item 4: Staff Report Pg. 17  Packet Pg. 81 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Human Resources Meeting Date: April 7, 2025 Report #:2503-4369 TITLE Approval of Partnership Agreement with Metropolitan Transportation Commission, in an Amount Not to Exceed $94,640 to Provide Unlimited Transit Access Available Through the Clipper BayPass Pilot Program to City of Palo Alto Employees Through December 31, 2025; CEQA Status - Not a Project. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Partnership Agreement (Attachment B) with Metropolitan Transportation Commission to provide unlimited transit access available through the Clipper BayPass Pilot Program to City of Palo Alto employees through December 31, 2025 with a total not-to-exceed $94,640. BACKGROUND The City supports sustainable transportation efforts to meet Palo Alto’s environmental goals and reduce traffic. The City has provided commuter benefits for decades for its employees who voluntarily use commute alternatives to and from work. As part of its employee benefits package, the City of Palo Alto offers a range of commuter benefits to support a variety of sustainable transportation options. These benefits include the Caltrain GO Pass, carpooling ($30/month), biking ($20/month), and a 25% discount on monthly vanpool, parking, and transit costs. The Caltrain GO Pass is the most widely utilized commuter benefit, with approximately 50% of eligible employees participating in the program as of 2024. The Caltrain GO Pass provides employees with unlimited travel on Caltrain across all zones, available every day of the week. This benefit is accessible to employees located at City Hall, the Development Center, and the Downtown Library. This does not include worksites less proximate to Caltrain stations, such as the Municipal Services Center, Mitchell Park, Elwell Court, and the Rinconada complex. Caltrain staff limited locations that could participate in the GO Pass program to ensure equitable programs were being provided to all active Transportation Management Association (TMA) participating companies. Expanding to other worksites beyond the current scope of the GO Pass program was cost prohibitive. Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 1  Packet Pg. 82 of 660  Over the years, City staff has explored opportunities to expand the current commuter benefits available to employees because City employees are commuting farther distances. Enhancing commuter benefit options is expected to encourage city employees to commute rather than drive and is also expected to enhance accessibility to the Caltrain benefit for those whose work locations prevent them from utilizing this transit option. In addition, offering flexible benefits such as this program supports Palo Alto’s strategy to be an employer of choice and enhance the ability to attract top talent and retain its workforce. ANALYSIS Attachment A lists all Bay Area transit services that are part of Clipper BayPass. The Clipper BayPass program was developed by MTC in collaboration with the Bay Area Rapid Transit District (BART) and other transit agencies within the Clipper fare payment system. Phase 1 of the MTC’s Clipper BayPass program launched in August 2022 and included participants from four higher education institutions - the University of California, Berkeley (UC Berkeley), San Francisco State University (SFSU), San Jose State University (SJSU), and Santa Rosa Junior College (SRJC) – and at 12 MidPen affordable housing properties. Phase 2 of the pilot BayPass launched in January 2024, which includes participants from government organizations such Alameda Transportation Management Association and the City of Menlo Park. Preliminary program evaluation analyses conducted by MTC indicate that individuals with Clipper BayPass take about 40% more transit trips than their peers with access to just a single- agency pass. The current City of Palo Alto’s Caltrain GO Pass program is an example of single- agency pass, where employees can only ride one type of transit, Caltrain, with their GO Pass. Caltrain GO Pass The Caltrain GO Pass commuter benefit has proven to be highly successful, with approximately 50% of eligible City employees utilizing the program in 2024. This benefit enables employees to use Caltrain as their primary mode of transportation to work, helping reduce the number of single occupancy cars commuting to downtown Palo Alto and supporting the City’s broader sustainability goals. However, recurring feedback from employees indicates a desire to expand the Caltrain GO Pass program to include locations beyond the three downtown sites currently covered by the existing Caltrain agreement. This location limitation also raises equity concerns, Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 2  Packet Pg. 83 of 660  as employees located at City facilities outside the downtown area are unable to access this beneficial commute solution. Clipper BayPass The pilot Clipper BayPass program will provide all benefited City employees to access all Bay Area transit services that are part of Clipper BayPass, including Caltrain. By expanding the commuter benefit to include Clipper BayPass, the City will be able to offer a variety of transit options to all City employees regardless of their work location. The availability of various transit options - such as BART, MUNI, VTA, and the Dumbarton Express, will provide employees who do not reside along the Caltrain corridor, an opportunity to consider using public transportation for their commute. The expansion to offer Clipper BayPass will encourage greater adoption of public transit as a commuting option for all employees. The Clipper BayPass program pilot can play a crucial role in shaping future commuter benefit offerings for the City. By participating in this program, the City will receive quarterly aggregate ridership data, including total ridership, types of transit used, and travel frequency. This is data not available through the GO Pass program and can be used to refine and update the City's commuter benefits to better align with employees' commuting patterns and needs. The City will also be able to explore affordability options for this commuter benefit, including, but not limited to, cost sharing. Following a thorough review of the Clipper BayPass program, staff recommends participating in the pilot program. This pilot initiative will expand the City’s existing commuter benefit offerings by providing employees with access to unlimited travel across all Bay Area transit services. By offering comprehensive transportation benefits such as Clipper BayPass, the City will also gain a competitive edge in attracting and retaining top talent. Candidates who may have previously been deterred by long commutes will now have the option to utilize public transit from nearly any location in the Bay Area. Additionally, the Clipper BayPass program will enhance the accessibility and equity of commuter benefits for employees working outside downtown sites. FISCAL/RESOURCE IMPACT Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 3  Packet Pg. 84 of 660  STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 4  Packet Pg. 85 of 660  Atachment A: List of Transit Operators Included with Clipper BayPass • BART • SFMTA (Muni) • AC Transit • VTA • Caltrain • SamTrans • Golden Gate Transit • Golden Gate Ferry • San Francisco Bay Ferry • County Connec�on • Dumbarton Express • FAST • Marin Transit • Petaluma Transit • Santa Rosa CityBus • SMART • Soltrans • Sonoma County Transit • Tri Delta Transit • Union City Transit • Vacaville City Coach • VINE • WestCAT • Wheels Item 5 Attachment A - List of Transit Operators Included with Clipper BayPass        Item 5: Staff Report Pg. 5  Packet Pg. 86 of 660  PARTNERSHIP AGREEMENT Between CITY OF PALO ALTO And METROPOLITAN TRANSPORTATION COMMISSION For CLIPPER BAYPASS PILOT PROGRAM THIS AGREEMENT is made and entered into as of the May 1, 2025, by and between the City of Palo Alto (herein called "Palo Alto"), and the Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to California Government Code § 66500 et seq., (herein called “MTC”) (“Agreement”), both individually referred to as a “Party” and collectively referred to as “the Parties.” W I T N E S S E T H WHEREAS, MTC seeks to increase transit usage by reducing fare barriers and improving coordination of fare policies across Bay Area transit operators; and WHEREAS, MTC and Bay Area transit operators convened the Fare Integration Task Force as a special committee of the Clipper Executive Board to assess methods to improve coordination across transit fare policies; and WHEREAS, on November 15, 2021, the Fare Integration Task Force adopted a Bay Area Transit Fare Policy Vision Statement which called for the “deployment of an all-transit agency institutional/employer pass demonstration pilot in 2022, with a focus on educational institutions, affordable housing properties, and employers of various sizes, pending available resources/technical considerations;” and WHEREAS, MTC created the Clipper BayPass Pilot Program in 2022 under the direction of the Fare Integration Task Force in order to deliver on the commitment to establish an institutional/employer pass pilot; and WHEREAS, the Clipper BayPass Pilot Program is inviting employers/institutions to purchase the Clipper BayPass public transportation pass, which provides unlimited access to Bay Area transit services that accept Clipper, with the exception of cable car services operated by SFMTA; and WHEREAS, Palo Alto is interested in providing the Clipper BayPass public transportation pass to its eligible member employees. Eligible member employees are defined as 1) those employees to whom Palo Alto provides the Caltrain Go Pass (Pilot Group A), and 2) all other eligible employees at defined worksite locations (Pilot Group B); Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 6  Packet Pg. 87 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 2 NOW, THEREFORE, the Parties hereto agree as follows: 1. SCOPE OF WORK MTC agrees to provide the Clipper BayPass public transportation pass, as described and in quantities specified in Attachments A and B, to Palo Alto at the price of $20 per month per eligible employee for Pilot Group A, and at the price of $10 per month per eligible employee for Pilot Group B. Palo Alto shall perform the activities described in Attachments A and B. 2. TIME OF PERFORMANCE The services described by this Agreement shall commence on or after May 1, 2025 and terminate on December 31, 2025, unless the Agreement is extended by duly executed amendment or earlier terminated, as hereinafter provided. 3. FUNDING AND METHOD OF PAYMENT A. In order to participate in the Clipper BayPass program pilot, Palo Alto agrees to pay MTC in accordance with the amounts and processes specified in Attachments A and B. All payment shall be submitted to MTC at: Attn: Accounting Section Metropolitan Transportation Commission Bay Area Metro Center 375 Beale Street, Suite 800 San Francisco, CA 94105 4. AMENDMENTS Any changes in the activities to be performed under this Agreement shall be incorporated in written amendments, which shall specify the changes in Attachments A and B and any adjustments in the schedule and Payment amounts. All amendments shall be executed by the Palo Alto Project Manager, or a designated representative and MTC Executive Director, or a designated representative. No claim for additional compensation or extension of time shall be recognized unless contained in a duly executed amendment. Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 7  Packet Pg. 88 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 3 5. TERMINATION Either party may terminate this Agreement due to the other party’s substantial failure to perform as specified in this agreement upon thirty (30) days prior written notice. Either party may terminate this Agreement without cause upon ninety (90) days prior written notice. In the event of such termination, all Passes shall be deactivated immediately after the termination date. If either party terminates the agreement, MTC shall either invoice or refund Palo Alto as per the terms of termination specified in Attachments A and B. 6. RETENTION OF RECORDS Palo Alto agrees to keep all records pertaining to the project being funded for audit purposes in accordance with generally accepted accounting practices for a minimum of four (4) years following the fiscal year of the last expenditure under this Agreement. 7. INDEMNIFICATION Palo Alto shall indemnify and hold harmless MTC and its commissioners, directors, officers, agents and employees (each an “Indemnified Party”) from any and all claims, demands, suits, loss, damages, injury and/or liability (including any and all costs and expenses in connection therewith), incurred by reason of breach of this Agreement by Palo Alto or by any negligent or otherwise wrongful act or omission of Palo Alto, its officers, commissioners, directors, employees, agents, contractors and subcontractors, or any of them, under or in connection with this Agreement; and Palo Alto agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against MTC, its commissioners, directors, officers, agents, and employees, or any of them, arising out of such act or omission, and to pay and satisfy any resulting judgments. 8. NOTICES Except for invoices submitted by Palo Alto pursuant to Article 3, all notices or other communications to either party by the other shall be deemed given when made in writing and delivered, mailed, or emailed to such party at their respective addresses as follows: Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 8  Packet Pg. 89 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 4 To MTC: Attention: Thalia Leng Metropolitan Transportation Commission Bay Area Metro Center 375 Beale Street, Suite 800 San Francisco, CA 94105 Email: tleng@bayareametro.gov To Palo Alto: Maria Patino City of Palo Alto Office of the City Clerk: City Hall, 7th Floor 250 Hamilton Avenue Palo Alto, CA 94301 Email: maria.patino@cityofpaloalto.org 9. ASSIGNMENT Neither party shall assign, transfer or otherwise substitute its interest or obligations in this Agreement without the prior written consent of the other party. 10. CONFIDENTIALITY 10.1 In this Article 10, Confidentiality, the Party disclosing information shall be referred to as the “Disclosing Party” and the Party receiving information shall be referred to as the “Receiving Party”. As used herein, “Confidential Information” shall mean any non-public, confidential or proprietary information disclosed by a Party in discussions between the Parties relating to the purpose, whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” or “proprietary” including, without limitation: data, notes, drafts, assessments, analyses, evaluations, and reports related to the travel patterns, home and work locations, commute mode choices, and parking activities of Palo Alto employees. 10.2 Exclusions. “Confidential Information” shall not include information that: (a) is or becomes known or available to the public, other than through a breach of an obligation hereunder by the Receiving Party; (b) is lawfully acquired by the Receiving Party from a third party without breach of a confidentiality restriction; (c) the Receiving Party can demonstrate by written proof was (i) already in its possession at the time it was disclosed hereunder by the Disclosing Party or (ii) was independentl y developed by the Receiving Party without use of the Disclosing Party’s Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 9  Packet Pg. 90 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 5 Confidential Information; (d) has been approved for disclosure by the Disclosing Party; or (e) has been provided by Disclosing Party pursuant to the required deliverables referenced in Attachments A, Scope of Work. 10.3 Confidentiality Obligation. Receiving Party will hold and maintain Disclosing Party’s Confidential Information in confidence, exercising at least the same degree of care as Receiving Party customarily exercises to protect its own like information, but no less than reasonable care. Without the prior written consent of Disclosing Party, Receiving Party will not: (a) disclose any portion of the Confidential Information to any person or entity other than its directors, officers, employees, agents or consultants (each a “Representative”) who reasonably need access to the Confidential Information to fulfill the purpose and is bound to protect its confidentiality including, with respect to agents and consultants, by written agreement on terms substantially similar to this Agreement; or (b) use Confidential Information except as reasonably required in furtherance of the purpose. Receiving Party shall take reasonable steps to ensure compliance with this Agreement by its Representatives, and agrees that it is responsible to Disclosing Party for any action or failure to act by any Representative that would constitute a breach of this Agreement. Notwithstanding the foregoing, disclosure of Confidential Information by a Receiving Party shall not be precluded if such disclosure is required by a valid law, including the California Public Records Act, regulation, subpoena, demand, order or other process of a court or government entity, provided that Receiving Party provides prompt written notice to the Disclosing Party sufficiently in advance to permit the Disclosing Party to contest the disclosure or seek an appropriate protective order. 10.4 Remedies. Without prejudice to the rights and remedies otherwise available to Disclosing Party, Disclosing Party may be entitled to equitable relief by way of injunction if there is a breach or threat of breach of any of the provisions of this Agreement by the Receiving Party. The Parties acknowledge and agree that damages may not be an adequate remedy in the event of a breach of this Agreement. Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 10  Packet Pg. 91 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 6 11. LAWS AND REGULATIONS Palo Alto shall comply with any and all applicable laws, statutes, ordinances, rules, regulations, and procedural requirements of any national, state, or local government, and of any agency of any such government, including but not limited to MTC, that relate to or in any manner affect the performance of the Agreement, which shall include, but not be limited to California Streets & Highways Code Section 31490 and any others relating to the handling of private and/or personally identifiable information. 12. ENTIRE AGREEMENT: MODIFICATION This Agreement, including any attachments, constitutes the complete agreement between the parties and supersedes any prior written or oral communications. Palo Alto represents that in entering into the Agreement it has not relied on any previous representations, inducements, or understandings of any kind or nature. This Agreement may be modified or amended only by written instrument signed by both Palo Alto and MTC. In the event of a conflict between the terms and conditions of this Agreement and the attachments, the terms of this Agreement will prevail. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first written above. METROPOLITAN TRANSPORTATION COMMISSION CITY OF PALO ALTO Andrew B. Fremier, Executive Director Ed Shikada, City Manager APPROVED AS TO FORM: Jennifer Fine, Deputy City Attorney Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 11  Packet Pg. 92 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 7 ATTACHMENT A PROGRAM SCOPE – PILOT GROUP A CLIPPER BAYPASS PILOT PROGRAM Program Duration The services provided under this contract for Palo Alto’s participation in Clipper BayPass Pilot Program will be in force for a duration of 245 days. Options to extend services under the contract beyond the 245 days may be discussed prior to the end of the current contract. Clipper BayPass Capabilities The Clipper BayPass Pilot Program utilizes the Clipper fare payment system product known as the “Events Pass”. The Clipper BayPass Pilot Program provides individual participants with a transit pass good for unlimited travel on all transit services operated by the Operators that accept Clipper, except for Cable Car service operated by the SFMTA. The “Events Pass” can be activated on any existing physical or mobile Clipper Card. Program Payment Components Payment for Public Transportation Services Palo Alto agrees to pay MTC a minimum total amount of $59,520 to participate in the Clipper BayPass Program for 245 days. This minimum total payment amount is based on a price of $20.00 per pass per month for a total of 372 passes. MTC will make available to Palo Alto one Clipper BayPass (“Pass”) per eligible employee to whom Palo Alto provides the Caltrain Go Pass. The group of employees to whom Palo Alto provides the Caltrain Go Pass constitutes the minimum eligible pool (the “Pool”) for the for the duration of the present contract period. Palo Alto and MTC have determined the minimum Pool for Pilot Group A for the duration of the present contract to be 372 employees as of December 12, 2024. Additional Passes Palo Alto will add eligible employees to whom Palo Alto provides the Caltrain Go Pass to the Clipper BayPass program Pool during the agreement. Passes shall be activated and valid from May 1, 2025 (or date of issue, if later) through December 31, 2025. Palo Alto shall pay MTC a total of $160 per Clipper BayPass for each member of the Pool from May 1, 2025 through December 31, 2025. If additional eligible Participants enter the Pool exceeding the 372 in the minimum Pool, then MTC shall issue additional Passes at the same annual price per pass of $160 unless entry into the program occurs after July 1, 2025, in which case 50% of the annual per Pass price (i.e., $120) shall be charged per additional Pass. There shall be no pro-rating of pricing beyond the mid-year 50% price. Invoicing MTC shall invoice Palo Alto for $29,760 (i.e., 50% of the minimum total amount of $59,520) to participate in the Clipper BayPass program upon execution of this Agreement. This payment will be referred to as the “Initial Payment – Pilot Group A”. MTC will invoice Palo Alto for the remaining Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 12  Packet Pg. 93 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 8 50% of the minimum total amount on July 1, 2025. By no later than January 31, 2026, MTC shall invoice Palo Alto for any “Additional Passes” as defined herein. Palo Alto shall remit all payments within thirty (30) days of receipt of invoice, including invoices for additional physical Clipper Cards. All payments shall be directed to: Attn: Accounting Section Metropolitan Transportation Commission Bay Area Metro Center 375 Beale Street, Suite 800 San Francisco, CA 94105 Roles and Responsibilities MTC will be responsible for:  Providing within 30 days of the start of the program, educational and promotional materials in a digital and physical format to help individuals understand the Clipper BayPass product.  Making every reasonable effort to provide Palo Alto, within 15 days of a request, with the requested number of physical Clipper Cards at a cost to Palo Alto of $3.00 per card.  Providing aggregated reports of travel activity with the Clipper BayPass to Palo Alto.  Managing evaluation activities including up to four, brief (~5 minute) participant surveys to be deployed electronically. Palo Alto will be responsible for:  Using the Clipper Portal to ensure that the Clipper BayPass product is active on all eligible employee Clipper Cards.  Ensuring that BayPass is removed simultaneously from all employee Clipper Cards from which Go Pass is being removed. In other words, aligning Clipper BayPass deactivation processes with Caltrain Go Pass deactivation processes.  Communicating to employees to promote the Clipper BayPass and educating them regarding its use. In its communications, including the materials that MTC will provide, Palo Alto clarifies the following program nuances to its employees: o The Clipper BayPass cannot be used on SFMTA Cable Cars; o The Clipper BayPass will become inactive if it is not used (i.e., tapped on Clipper Card reader on transit or at a transit stop) within 180 days of initial activation. o The Clipper BayPass is non-transferable, is only a valid fare when used by an eligible Palo Alto employee. o Ensuring that BayPass is removed from an employee’s Clipper card within three business days after their date of separation. o Communicating to employees that Caltrain Go Pass Terms and Conditions for use of the pass on public transportation also apply to their use of Clipper BayPass because BayPass is an add-on to, not a replacement for, the existing Caltrain Go Pass.  Coordinating on a regular basis with the Clipper BayPass program team via virtual meetings. Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 13  Packet Pg. 94 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 9 ATTACHMENT B PROGRAM SCOPE – PILOT GROUP B CLIPPER BAYPASS PILOT PROGRAM Program Duration The services provided under this contract for Palo Alto’s participation in Clipper BayPass Pilot Program will be in force for a duration of 245 days. Options to extend services under the contract beyond the 245 days may be discussed prior to the end of the current contract. Clipper BayPass Capabilities The Clipper BayPass Pilot Program utilizes the Clipper fare payment system product known as the “Events Pass”. The Clipper BayPass Pilot Program provides individual participants with a transit pass good for unlimited travel on all transit services operated by the Operators that accept Clipper, except for Cable Car service operated by the SFMTA. The “Events Pass” can be activated on any existing physical or mobile Clipper Card. Program Payment Components Payment for Public Transportation Services Palo Alto agrees to pay MTC a minimum total amount of $35,120 to participate in the Clipper BayPass Program for 245 days. This minimum total payment amount is based on a price of $1 0.00 per pass per month, for a total of 439 passes. MTC will make available to Palo Alto one Clipper BayPass (“Pass”) per eligible employee at defined worksite locations. The group of employees to at these defined worksite locations constitutes the minimum eligible pool (the “Pool”) for the duration of the present contract period. Palo Alto and MTC have determined the minimum Pool for Pilot Group B for the duration of the present contract to be 439 employees as of the 12th day of December, 2024. Additional Passes Palo Alto will add eligible employees to the Clipper BayPass program Pool during the agreement. Passes shall be activated and valid from May 1, 2025 (or date of issue, if later) through December 31, 2025. Palo Alto shall pay MTC a total of $80 per Clipper BayPass for each member of the Pool from May 1, 2025, through December 31, 2025. If additional eligible Participants enter the Pool exceeding the 439 in the minimum Pool, then MTC shall issue additional Passes at the same annual price per pass of $90 unless entry into the program occurs after July 1, 2025, in which case 50% of the annual per Pass price (i.e., $60) shall be charged per additional Pass. There shall be no pro-rating of pricing beyond the mid-year 50% price. Invoicing MTC shall invoice Palo Alto for $17,560 (i.e., 50% of the minimum total amount of $35,120) to participate in the Clipper BayPass program upon execution of this Agreement. This payment will be referred to as the “Initial Payment – Pilot Group B”. MTC will invoice Palo Alto for the remaining Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 14  Packet Pg. 95 of 660  MTC/ Palo Alto Clipper BayPass Partnership Agreement Page 10 50% of the minimum total amount on July 1, 2025. By no later than January 31, 2026, MTC shall invoice Palo Alto for any “Additional Passes” as defined herein. Palo Alto shall remit all payments within thirty (30) days of receipt of invoice, including invoices for additional physical Clipper Cards. All payments shall be directed to: Attn: Accounting Section Metropolitan Transportation Commission Bay Area Metro Center 375 Beale Street, Suite 800 San Francisco, CA 94105 Roles and Responsibilities MTC will be responsible for:  Providing within 30 days of the start of the program, educational and promotional materials in a digital and physical format to help individuals understand the Clipper BayPass product.  Making every reasonable effort to provide Palo Alto, within 15 days of a request, with the requested number of physical Clipper Cards at a cost to Palo Alto of $3.00 per card.  Providing aggregated reports of travel activity with the Clipper BayPass to Palo Alto.  Managing evaluation activities including up to four, brief (~5 minute) participant surveys to be deployed electronically. Palo Alto will be responsible for:  Using the Clipper Portal to ensure that the Clipper BayPass product is active on all eligible employee Clipper Cards.  Ensuring that BayPass is removed simultaneously from all employee Clipper Cards from which Go Pass is being removed. In other words, aligning Clipper BayPass deactivation processes with Caltrain Go Pass deactivation processes.  Communicating to employees to promote the Clipper BayPass and educating them regarding its use. In its communications, including the materials that MTC will provide, Palo Alto clarifies the following program nuances to its employees: o The Clipper BayPass cannot be used on SFMTA Cable Cars; o The Clipper BayPass will become inactive if it is not used (i.e., tapped on Clipper Card reader on transit or at a transit stop) within 180 days of initial activation. o The Clipper BayPass is non-transferable, is only a valid fare when used by an eligible Palo Alto employee.  Ensuring that BayPass is removed from an employee’s Clipper card within three business days after their date of separation.  Coordinating on a regular basis with the Clipper BayPass program team via virtual meetings. Docusign Envelope ID: 44B67C13-A97B-4536-8164-C3E9E3E20011 Item 5 Attachment B - Partnership Agreement Between MTC and City of Palo Alto        Item 5: Staff Report Pg. 15  Packet Pg. 96 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: April 7, 2025 Report #:2501-4068 TITLE Approval of Effluent Transfer Agreement Between the City of Palo Alto and the Town of Los Altos Hills; CEQA Status - Not a Project RECOMMENDATION Staff recommends that City Council approve and authorize the City Manager or their designee to execute the Effluent Transfer Agreement between the City of Palo Alto and the Town of Los Altos Hills, authorizing Palo Alto to proportionally distribute a portion of Valley Water funding to the Town of Los Altos Hills, consistent with the Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County with Valley Water. BACKGROUND In December 2017, Council adopted the Sustainability and Climate Action Plan (S/CAP) Sustainability Implementation Plan (SIP).1 The SIP included a key action to explore the most effective uses of recycled water, both inside and outside Palo Alto. Valley Water is the major wholesaler of water in Santa Clara County. In December 2019, the cities of Palo Alto and Mountain View entered into the Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County (Partnership Agreement) with Valley Water.2 The Partnership Agreement grants Valley Water an option to take approximately half of the effluent produced at the Regional Water Quality Control Plant (RWQCP). If Valley Water exercises the option, it would then purify the effluent and use it for groundwater recharge south of Mountain View.3 Palo Alto agreed to make good faith efforts with its partner agencies 1 City Council, December 11, 2017; Agenda Item #15; SR #8487, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=78307 2 City Council, November 18, 2019; Agenda Item #17; SR #10627, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=80525 3 City Council, September 12, 2022; Agenda Item #3; SR #14650, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82012 Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 1  Packet Pg. 97 of 660  (the Cities of Los Altos and East Palo Alto, the Town of Los Altos Hill, and Stanford University) to secure the right to their shares of effluent to meet the future effluent transfer agreement demands. In exchange, Valley Water makes an annual payment of $200,000 (adjusted annually for inflation) split among Palo Alto, Mountain View, and any of the other partners that commit their effluent. Of this amount, $100,000 is split evenly between Palo Alto and Mountain View and $100,000 is split among partners who enter into an effluent transfer agreement. The City of Los Altos was the first partner to sign an effluent transfer agreement4 and the Town of Los Altos Hills would be the second. 5 ANALYSIS The Effluent Transfer Agreement with the Town of Los Altos Hills will commit a portion of the Town of Los Altos Hills’ effluent to Valley Water under the Partnership Agreement. This commitment increases the scale of potential regional water reuse. The Partnership Agreement specifies that a small partner must approve the Effluent Transfer Agreement prior to January 31 to be eligible for its share of the $100,000 for the fiscal year during which the approval occurred and ongoing. The Town of Los Altos Hills is the second small partner to approve the Effluent Transfer Agreement. The $100,000 payment for small partners will be split between the City of Los Altos and the Town of Los Altos Hills based on the share of effluent committed. Since the execution of the Partnership Agreement in 2019, the annual option payment has been increasing by the CPI and for FY 2025, the payment will be around $115,000. Staff calculates that for FY 2025, the City of Los Altos will receive $95,000 and the Town of Los Altos Hills will receive $20,000. These payments reflect consideration for Valley Water’s option; if Valley Water ultimately constructs a project that takes the effluent from the RWQCP, then Valley Water will pay $1 million per year to be allocated among the RWQCP Partners that commit their effluent to the transfer. At that time, staff would return to Council to discuss allocation of the increased revenue stream. The term of potential RWQCP effluent delivery to Valley Water is 63 years. In 2022 and 2023, Palo Alto and Valley Water explored allowing Valley Water to construct a regional water purification facility on a City-owned parcel on North San Antonio Road. However, in 2024 Valley Water decided not to pursue the project due to financial constraints. Valley Water’s future plans are unknown at this time. 4 City Council, June 7, 2021; Agenda Item #2; SR #11773, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=2266 5 Town of Los Altos City Council, December 19, 2024; Agenda Item #6J, https://losaltoshillsca.portal.civicclerk.com/event/3694/files/report/280 Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 2  Packet Pg. 98 of 660  FISCAL/RESOURCE IMPACT This recommendation will have a net-zero financial impact for Fiscal Year 2025 and subsequent fiscal years. The approval of the Effluent Transfer Agreement does not generate new revenue. In accordance with the Partnership Agreement with Valley Water, the annual base payment is $200,000, with an annual adjustment based on CPI. Approval of this second Effluent Transfer Agreement will authorize Palo Alto to proportionally distribute a portion of the annual option payment from Valley Water to the City of Los Altos and the Town of Los Altos Hills as described in Article 6 – Section “C” of the Partnership Agreement. The proportional distribution of this revenue will occur through a credit applied during the standard true-up process in the second quarter billing. STAKEHOLDER ENGAGEMENT The staff report for the September 12, 2022, Council meeting describes the full stakeholder engagement process.6 ENVIRONMENTAL REVIEW Council action on this item is not a project as defined under the California Environmental Quality Act (CEQA) because the effluent transfer agreement is a fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. CEQA Guidelines section 15378(b)(4). If Valley Water resumes activities related to the development of a Regional Purification Facility, then Valley Water will be responsible for compliance with environmental regulations including CEQA and NEPA Review, as applicable. ATTACHMENTS Attachment A: LAH RWQCP Effluent Transfer Agreement - LAH Signed APPROVED BY: Brad Eggleston, Director Public Works/City Engineer 6 City Council, September 12, 2022; Agenda Item #3; SR #14650, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82012 Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 3  Packet Pg. 99 of 660  1 Effluent Transfer Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 2020100901 EFFLUENT TRANSFER AGREEMENT BETWEEN CITY OF PALO ALTO AND TOWN OF LOS ALTOS HILLS This Effluent Transfer Agreement (Agreement) effective December 19, 2025 (“Effective Date”), is entered into by and between the City of Palo Alto, a California chartered municipal corporation (“Palo Alto”), and the Town of Los Altos Hills, a California municipal corporation (“Los Altos Hills”). Palo Alto and Los Altos Hills are referred to together as the “Parties” and individually as a “Party”. RECITALS A. Effluent generated in and from Los Altos Hills has long been treated at the Regional Water Quality Control Plant (“RWQCP”) owned and operated by the City of Palo Alto pursuant to the terms and conditions of that certain Agreement for Sewage Transportation, Treatment and Disposal made and entered on March 18, 1968 by and between the City of Palo Alto and the Town of Los Altos Hills, as amended (the “RWQCP Partner Agreement”). B. The RWQCP treats effluent from several cities and other entities – the cities of Los Altos, Palo Alto, and Mountain View, the Town of Los Altos Hills, East Palo Alto, and Stanford University. These entities are collectively referred to as the “RWQCP Partner Agencies”. C. Currently, most of the Effluent is discharged to the San Francisco Bay after treatment. Only five percent is further treated to be used as Recycled Water to meet the limited present demand for Recycled Water in the RWCQP Service Area. While Palo Alto anticipates greater utilization of Recycled Water will occur with an advanced water purification facility project underway at the RWQCP, most of the Effluent would continue to be released into the Bay. D. In late 2019, Palo Alto, the City of Mountain View (“Mountain View”), and the Santa Clara Valley Water District (“Valley Water”) entered into a long -term agreement that would annually transfer 9 MGD of Effluent to Valley Water for regional recycled water projects as part of an effort to develop locally reliable water supply sources to offset supplies of water that would otherwise be imported via the Sacramento -San Joaquin River Delta and its tributaries, including the Tuolumne River and other mountain streams. This agreement, known as the Partnership Agreement, to Advance Resilient Water Reuse Programs in Santa Clara County between Palo Alto, Mountain View, and Valley Water (referred to herein as the “Valley Water Agreement”), became effective on December 10, 2019, and is incorporated herein by reference. E. Under the Valley Water Agreement, Valley Water will pay an annual option payment to Palo Alto to be divided proportionally among RWQCP Partner Agencies that commit to a long-term transfer of Effluent to Valley Water. Valley Water’s option expires after 13 years. If, and when, Valley Water exercises its option to receive the Effluent, it Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 4  Packet Pg. 100 of 660  2 Effluent Transfer Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 2020100901 will pay to Palo Alto $1 million per year for up to 9 MGD of Effluent. The $1 million would also be divided proportionally among the RWQCP Partner Agencies based on the percentage share of the Effluent provided. F. Los Altos Hills desires to make the commitment to provide its Effluent to Valley Water for purposes of the Valley Water Agreement. G. This Agreement will benefit Los Altos Hills, Palo Alto, and a County-wide effort to achieve cost effective, environmentally beneficial utilization of treated wastewater and to establish a more resilient water supply, especially during drought conditions. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. AGREEMENT ARTICLE A. Definitions As used in this Agreement, the following terms have the following meanings. (a) Effluent: Tertiary treated wastewater from the RWQCP that meets National Pollutant Discharge Elimination System permit requirements. (b) MGD: Million gallons per day, expressed as an annual average, unless otherwise noted. (c) Minimum Flow Delivery: An annual average of 9 MGD of Effluent to be supplied by the RWQCP to Valley Water, consistent with Appendix 1 in Valley Water Agreement. (d) Recycled Water: Effluent that is treated to meet California Code of Regulations Title 22 requirements for non-potable water. (e) RWQCP: The Palo Alto Regional Water Quality Control Plant. (f) RWQCP Partner Agencies: The cities of Palo Alto, Mountain View, and Los Altos, the Town of Los Altos Hills, East Palo Alto, and Stanford University. (g) RWQCP Service Area: RWQCP Service Area includes the service areas of the RWQCP Partner Agencies. (h) Startup: The point in time when Valley Water begins to receive Effluent, following initial testing and commissioning, or the point in time when Valley Water begins to pay for the Effluent as part of its Regional Program, pursuant to the Valley Water Agreement, whichever is earlier. Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 5  Packet Pg. 101 of 660  3 Effluent Transfer Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 2020100901 (i) Valley Water Agreement: The Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County between Palo Alto, Mountain View, and Valley Water which became effective on December 10, 2019. ARTICLE B – Terms 1. Term. This Agreement shall be in effect on December 19, 2025. The Term of the Agreement shall be dependent upon the actions of Valley Water under the Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County between Palo Alto, Mountain View, and Valley Water (the “Valley Water Agreement”) as follows: a. If Valley Water does not exercise its option to receive Effluent, this Agreement shall terminate when the time for Valley Water to exercise the option expires . If Valley Water does exercise the option, this Agreement shall remain in effect so long as Valley Water continues to receive and pay for treated effluent under the Valley Water Agreement, up to 76 years from the effective date of the Valley Water Agreement. b. If for any reason the Valley Water Agreement is terminated or the Effluent Transfer provision in Article D (Effluent Delivery to Valley Water) of the Valley Water Agreement is terminated by the parties to that agreement, then this Agreement will also terminate. 2. Commitment of Effluent. a. Los Altos Hills commits and agrees to transfer, and allows Palo Alto to affect the transfer, of 60 percent to 100 percent of Los Altos Hills effluent flow into the RWQCP to Valley Water each year for the Term of this Agreement. b. When Palo Alto provides notice to Los Altos Hills of the date for Startup, Los Altos Hills will provide to Palo Alto a firm commitment of the amount of Los Altos Hills effluent flow into the RWQCP that Palo Alto may transfer to Valley Water upon Startup and for the remainder of that fiscal year. The amount shall be no less than 60 percent, and up to 100 percent, of Los Altos Hills effluent flow for the covered period. c. Every January 31st after Startup, Los Altos Hills will provide to Palo Alto a firm commitment of the amount of Los Altos Hills effluent flow into the RWQCP that Palo Alto may transfer to Valley Water in the next fiscal year (July 1 of the same year to June 30 of the following year). The amount shall be no less than 60 percent, and up to 100 percent, of Los Altos Hills effluent flow for the fiscal year period. Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 6  Packet Pg. 102 of 660  4 Effluent Transfer Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 2020100901 3. Option Payments Prior to Startup a. Amount of Payment. Under the Valley Water Agreement, Palo Alto will receive from Valley Water $100,000 per year (in 2019 dollars, subject to annual adjustment based on CPI) (“Annual Commitment Payment”) until (a) June 1, 2033, or (b) at Startup, whichever occurs first. Each year, Palo Alto will distribute to Los Altos Hills and other RWQCP Partner Agencies (other than Palo Alto and Mountain View) that have committed their Effluent for the term of this Agreement by January 31st of the same calendar year, the Annual Commitment Payment divided proportionally among the agencies, by the percentage of the effluent received at the RWQCP attributable to each agency. b. Timing of Payment. Each year beginning in 2021, Palo Alto shall provide to Los Altos Hills its share of the Annual Commitment Payment by applying the amount of its share as a credit on future partner billing under the RWQCP Partner Agreement. c. Responsibility for Payment. Palo Alto’s obligations in this Section 3 are contingent on Valley Water transferring the funds to Palo Alto. Palo Alto’s responsibility to distribute the payment to Los Altos Hills only accrues upon receipt of the Annual Commitment Payment from Valley Water. 4. Payments for Effluent a. Amount of Payment. Under the Valley Water Agreement, upon Startup, Palo Alto will receive from Valley Water $1,000,000 per year (in 2019 dollars, subject to annual adjustment based on CPI) (“Effluent Purchase Payment”) for the Minimum Flow Delivery during the term of the Valley Water Agreement, subject to proration in the first year and payments provided by August 31 for the preceding fiscal year. If the amount of Effluent provided to Valley Water falls below 9 MGD in any year, the amount of the Effluent Purchase Payment will be reduced in proportion. Palo Alto will distribute to Los Altos Hills and other RWQCP Partner Agencies (including Palo Alto and Mountain View) that have committed their Effluent for transfer to Valley Water by January 31st of the same calendar year, the Effluent Purchase Payment received from Valley Water divided proportionally among the agencies based on the actual amount of Effluent provided to Valley Water attributable to each agency that year. b. Timing of Payments. Palo Alto shall provide to Los Altos Hills its share of the Effluent Purchase Payment by applying the amount of its share as a credit on future partner billing under the RWQCP Partner Agreement. Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 7  Packet Pg. 103 of 660  5 Effluent Transfer Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 2020100901 c. Responsibility for Payment. Palo Alto’s obligations under this Section 4 are contingent on Valley Water transferring the funds to Palo Alto. Palo Alto’s responsibility to distribute the payment to Los Altos Hills only accrues upon receipt of the annual Effluent Purchase Payment from Valley Water. 5. Future Sale of Additional Effluent. If Effluent in excess of 9 MGD is available and Valley Water desires to purchase additional Effluent, any future sale will be shared proportionally among the participating RWQCP Partner Agencies that desire to participate in any future sale. Palo Alto will provide Los Altos Hills with notice of the proposed terms for a future sale and an opportunity to comment and discuss with Palo Alto prior to Palo Alto entering into an agreement or amendment governing such sale with Valley Water. 6. Local Water Conservation Programs Allowed; No Minimum Flow Required. Los Altos Hills will continue to encourage water conservation and future water conservation programs. Nothing in this Agreement requires Los Altos Hills to guarantee a minimum effluent flow into the RWQCP. 7. Choice of Law. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. The Parties agree that the venue of any action, proceeding or counterclaim shall be in the County of Santa Clara, California. 8. Amendments. This Agreement may not be modified or amended except by a writing signed by the Parties. 9. Captions. The captions in this Agreement are for reference only and shall in no way define or interpret any provision hereof. 10. Counterparts. This Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement . 11. Attorneys' Fees. In the event of a dispute between the Parties with respect to the terms or conditions of this Agreement, the prevailing party is entitled to collect from the other its reasonable attorneys' fees as established by the judge presiding over such dispute. Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 8  Packet Pg. 104 of 660  6 Effluent Transfer Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 2020100901 12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral understandings. 13. Waiver. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement (1) shall be effective unless it is in writing and signed by the Party making the waiver; (2) shall be deemed to be a waiver of, or consent, to any other breac h, failure of a condition, or right or remedy, or (3) shall be deemed to constitute a continuing waiver unless the writing expressly so states. IN WITNESS WHEREOF, the Parties have executed this Agreement which shall take effect on the Effective Date as stated above. TOWN OF LOS ALTOS HILLS A California municipal corporation By: Peter Pirnejad, City Manager Date APPROVED AS TO FORM: By: Steve Mattas, City Attorney Date CITY OF PALO ALTO A California chartered municipal corporation By: Ed Shikada, City Manager Date APPROVED AS TO FORM: By: City Attorney or Designee Date Steve Mattas (Dec 21, 2024 11:15 PST) 21/12/2024 Peter Pirnejad (Dec 23, 2024 16:18 PST) Peter Pirnejad 12/23/2024 Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 9  Packet Pg. 105 of 660  LAH RWQCP Effluent Transfer Agreement Final Audit Report 2024-12-24 Created:2024-12-21 By:Keren Brunner (kbrunner@losaltoshills.ca.gov) Status:Signed Transaction ID:CBJCHBCAABAAVIMXQM2B9gZbhmdrTXuNuKlKMi7-DFka "LAH RWQCP Effluent Transfer Agreement" History Document created by Keren Brunner (kbrunner@losaltoshills.ca.gov) 2024-12-21 - 1:48:57 AM GMT Document emailed to Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) for signature 2024-12-21 - 1:49:01 AM GMT Document emailed to Steve Mattas (steve.mattas@redwoodpubliclaw.com) for signature 2024-12-21 - 1:49:01 AM GMT Email viewed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) 2024-12-21 - 1:49:08 AM GMT Email viewed by Steve Mattas (steve.mattas@redwoodpubliclaw.com) 2024-12-21 - 7:11:39 PM GMT Document e-signed by Steve Mattas (steve.mattas@redwoodpubliclaw.com) Signature Date: 2024-12-21 - 7:15:22 PM GMT - Time Source: server Document e-signed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) Signature Date: 2024-12-24 - 0:18:00 AM GMT - Time Source: server Agreement completed. 2024-12-24 - 0:18:00 AM GMT Item 6 Attachment A - LAH RWQCP Effluent Transfer Agreement - LAH Signed        Item 6: Staff Report Pg. 10  Packet Pg. 106 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Administrative Services Meeting Date: April 7, 2025 Report #:2501-4050 TITLE Approval of Contract Amendment Number 2 to Contract Number C24189061 with Wells Fargo for Lockbox Services for a Period of One Year; CEQA Status: Not a Project RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute a Contract with Wells Fargo for lockbox services (Attachment A) for the term of one-year, ending June 30, 2026. BACKGROUND Lockbox services have been provided by Wells Fargo since 20141. Staff conducted a competitive solicitation for banking and related services in fall 2023 for general banking, lockbox, and investment safekeeping services. Banking service agreements were approved by the City Council on June 17, 20242; lockbox services were awarded to US Bank, giving a one-year extension to Wells Fargo to transition lockbox services. The transition of lockbox services from Wells Fargo to US Bank has not yet occurred, as staff in Administrative Services and the Utilities Department are coordinating this transition together with the City’s new utility bill print and mailing provider, InfoSend. To ensure service continuity and avoid undergoing bill reconfiguration with Wells Fargo and then for US Bank, staff’s workplan is to transition to lockbox providers in coordination with the transition to InfoSend, expected to be complete fall/winter 2025. 1 City Council, June 23, 2014: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2014/4905.pdf 2 City Council, June 17, 2024: https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82899 Item 7 Item 7 Staff Report        Item 7: Staff Report Pg. 1  Packet Pg. 107 of 660  ANALYSIS Based on updated volumes and unit pricing, Wells Fargo’s annual fees for the one-year extension is estimated to decrease from $18,245 to $18,093. The agreement with Wells Fargo is structured based on service and activity level; the City essentially controls cost via a fixed payment per service during the duration of the contract. The structure of the contract terms do not include a “not-to-exceed” limit, as cost is dictated by transaction volume which an vary over time based on the City’s service needs. Staff continually monitors costs on a routine basis. The FY 2025 Adopted Budget and the FY 2026 Proposed Budget, that is under development and subject to City Council adoption scheduled for June 2025, includes sufficient funding for this contract. Future year funding is subject to Council appropriation during the annual budget process. A not-to-exceed limit is not assigned to this contract due to the structure where fees are negotiated on per unit fixed pricing based on specific services based on volume that is controlled by the City. Administrative Services staff coordinates with departments that are involved with daily banking transactions, primarily in the Utilities Department, whose feedback on the service level provided by Wells Fargo is satisfactory. Wells Fargo’s service continuity is needed as Administrative Service and Utilities partners to transition to the City’s new utility bill print and mailing provider, InfoSend. Council action on this item is not a project under the California Environmental Quality Act (CEQA) because the contract amendments for lockbox banking services are not a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2). Attachment A: Wells Fargo Agreement for Lockbox and Related Services : Lauren Lai, Administrative Services Director Item 7 Item 7 Staff Report        Item 7: Staff Report Pg. 2  Packet Pg. 108 of 660  Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 3  Packet Pg. 109 of 660  Exhibit 1 Wells Fargo Treasury Management Pricing Summary, November 2024 (Attached) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 4  Packet Pg. 110 of 660  Treasury Management Pricing Summary Prepared for: City of Palo Alto Pricing based off November 2024 Volumes Monthly Fee Based * Earnings Net Excess/ Current Analyzed Charges ($2,179.00)$0.00 $658.69 ($1,520.31) 2025 Pricing Event - Through June 2025 ($2,166.46)$0.00 $658.69 New Contract Pricing - Beginning July 2025 ($2,706.30) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 5  Packet Pg. 111 of 660  Current Treasury Management Pro Forma City of Palo Alto Pricing as of December 2024 ANALYSIS SUMMARY Average Positive Collected Balance $177,789.01 Investable Balance Available for Services 177,789.01 Monthly Analyzed Charges $2,179.00 Earnings Allowance @ 4.52% 1,520.31 Investable balance required to offset $1.00 of analyzed charges $269.91 SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges BALANCE & COMPENSATION INFORMATION RECOUPMENT MONTHLYIAMTH000230 0.12750 444 56.61 BALANCE & COMPENSATION INFORMATION Subtotal 56.61 GENERAL ACCOUNT SERVICES ACCT MAINTENANCE22051010000 7.00000 1 7.00 8.20 CK021 DEBITS POSTED 12 GENERAL ACCOUNT SERVICES Subtotal LOCKBOX SERVICES 36769 05011L LBX PAPER PACKAGE BASE 40.00000 150.00000 70.00000 150.00000 1.00000 0.30000 0.30000 0.05000 0.03000 0.02000 100.00000 0.00000 0.15000 0.10000 0.02000 0.01000 1 40.00 150.00 70.00LBX WEEKEND SERVICE BASE 1 1 150.00 LBX REMIT PROCESSED EXPRESS MAIL 2 5 1.50 409 5,015 5,015 15,558 1 122.70 LBX WT CHECKS 1,958 LBX WT TOTAL PAYMENTS PROCESSED 328.50 LBX WT PARTIAL PAYMENT LOCKBOX SERVICES Subtotal 3.22 21.90 1,737.98 DEPOSITORY SERVICES CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 0.00000 0.25000 15.00000 1 2.00 RETURN ITEM SERVICE MTHLY BASE 0.25 15.00 Pro Forma 2 of 10 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 6  Packet Pg. 112 of 660  WF AFP Service Code Code Service Description Unit Price Volume Charges CK075 100402 RETURN ITEM REDEPOSITED 1.00000 1 64 1.00 112.00 118.35 248.60 MISCELLANEOUS CREDITS POSTED DEPOSITORY SERVICES Subtotal 2,367 PAPER DISBURSEMENT SERVICES 22225 150240 CHECK CASHING THRESHOLD MO BASE 0.00000 0.00000 0.00000 10.00000 1 0.00 0.00 PYMT AUTH MAX CHECK MTHLY BASE PAPER DISBURSEMENT SERVICES Subtotal 10.00 10.00 GENERAL ACH SERVICES CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30 ACH RECEIVED ITEM 4.20 ACH FRAUD FILTER REVIEW MO BASE GENERAL ACH SERVICES Subtotal 5.00 10.50 WIRE & OTHER FUNDS TRANSFER SERVICE WIRE OUT DOMESTIC VANTAGE/APIES139350100 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00 INFORMATION SERVICES 34123 40022Z ALERTS SERVICE - EMAIL 0.75000 20.00000 0.07500 20.00000 0.07500 0.33000 30 22.50 INTRADAY BASE PER ACCT PER REPORT 92 20.00 94 0.66 INFORMATION SERVICES Subtotal 77.11 Total Analyzed Charges 1,520.31 1,520.31 Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing Pro Forma 3 of 10 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 7  Packet Pg. 113 of 660  Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you Regarding your services Recoupment Fees We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC Fee Calculation: Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC Overdraft Fees We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid Use of Uncollected Funds Fee We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative Alerts Service Charges are assessed against the volume of Alerts per user, per company, per month basis. Users are only charged for Wire Book Transfer A Vantage/API Wire book transfer is between two accounts initiated via Vantage/API Wires Book Transfer workflow. A Payment Services with No Volumes Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event This message may contain confidential and/or privileged information. If you are not the addressee or authorized to © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution. Pro Forma 4 of 10 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 8  Packet Pg. 114 of 660  2025 Treasury Management Pro Forma City of Palo Alto Pricing as of January 2025 ANALYSIS SUMMARY Average Positive Collected Balance $177,789.01 Investable Balance Available for Services 177,789.01 Monthly Analyzed Charges $2,166.46 Earnings Allowance @ 4.52% 1,507.77 Investable balance required to offset $1.00 of analyzed charges $269.91 SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges BALANCE & COMPENSATION INFORMATION RECOUPMENT MONTHLYIAMTH000230 0.12750 444 56.61 BALANCE & COMPENSATION INFORMATION Subtotal 56.61 GENERAL ACCOUNT SERVICES ACCT MAINTENANCE22051010000 7.00000 1 7.00 8.20 DEBITS POSTED 12 GENERAL ACCOUNT SERVICES Subtotal LOCKBOX SERVICES 03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00 LBX WEEKEND SERVICE BASE 1 LBX REMIT PROCESSED EXPRESS MAIL 2 5 1.50 409 5,015 15,558 1 122.70 LBX VALUE ADDED KEYING LBX USPS DELIVERY PER PACKAGE 1 9.00 1 100.00 LBX WTL CHECKS PROCESSED LOCKBOX SERVICES Subtotal 1,958 328.50 21.90 1,671.46 DEPOSITORY SERVICES CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 0.00000 0.25000 15.00000 1.00000 1.75000 1 2.00 RETURN ITEM SERVICE MTHLY BASE 1 0.25 1 15.00 1 MISCELLANEOUS CREDITS POSTED 64 112.00 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 9  Packet Pg. 115 of 660  WF AFP Service Code Code Service Description Unit Price Volume Charges 311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.05000 2,367 118.35 DEPOSITORY SERVICES Subtotal 248.60 PAPER DISBURSEMENT SERVICES 22225 150240 CHECK CASHING THRESHOLD MO BASE PAPER DISBURSEMENT SERVICES Subtotal 0.00000 0.00000 0.00000 10.00000 1 0.00 0.00 10.00 10.00 GENERAL ACH SERVICES CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30 ACH RECEIVED ITEM 4.20 ACH FRAUD FILTER REVIEW MO BASE GENERAL ACH SERVICES Subtotal 5.00 10.50 WIRE & OTHER FUNDS TRANSFER SERVICE WIRE OUT DOMESTIC VANTAGE APIES139350100 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00 INFORMATION SERVICES 34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate 130.00000 1 0.43 WIRE TEMPLATE - CEO 0.33000 0.66 INFORMATION SERVICES Subtotal 131.09 Total Analyzed Charges 1,507.77 1,507.77 Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 10  Packet Pg. 116 of 660  Client Analysis Statement QRG: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/Client_Analysis_Stmnts_Q Regarding your services Recoupment Fees We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC Fee Calculation: Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC Overdraft Fees We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid Use of Uncollected Funds Fee We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative Services with No Volumes Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event This message may contain confidential and/or privileged information. If you are not the addressee or authorized to © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 11  Packet Pg. 117 of 660  New Contract Treasury Management Pro Forma City of Palo Alto Pricing as of June 2025 ANALYSIS SUMMARY Average Positive Collected Balance $177,789.01 Investable Balance Available for Services 177,789.01 Monthly Analyzed Charges $2,706.30 Earnings Allowance @ 4.52% 2,047.61 Investable balance required to offset $1.00 of analyzed charges $269.91 SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges BALANCE & COMPENSATION INFORMATION RECOUPMENT MONTHLYIAMTH000230 0.12750 444 56.61 BALANCE & COMPENSATION INFORMATION Subtotal 56.61 GENERAL ACCOUNT SERVICES ACCT MAINTENANCE22051010000 7.00000 1 7.00 8.20 DEBITS POSTED 12 GENERAL ACCOUNT SERVICES Subtotal LOCKBOX SERVICES 03302 050400 LBX TRANSMISSION BASE 150.00000 1 150.00 LBX WEEKEND SERVICE BASE 1 LBX REMIT PROCESSED EXPRESS MAIL 2 5 1.50 409 5,015 15,558 1 122.70 LBX VALUE ADDED KEYING LBX USPS DELIVERY PER PACKAGE 1 9.00 1 100.00 LBX WTL CHECKS PROCESSED LOCKBOX SERVICES Subtotal 1,958 749.99 21.90 2,092.95 DEPOSITORY SERVICES CK061 100400 RETURN ITEM - CHARGEBACK 2.00000 0.00000 0.25000 15.00000 1.00000 1.75000 1 2.00 RETURN ITEM SERVICE MTHLY BASE 1 0.25 1 15.00 1 MISCELLANEOUS CREDITS POSTED 64 112.00 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 12  Packet Pg. 118 of 660  WF AFP Service Code Code Service Description Unit Price Volume Charges 311 100224 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.10000 2,367 236.70 DEPOSITORY SERVICES Subtotal 366.95 PAPER DISBURSEMENT SERVICES 22225 150240 CHECK CASHING THRESHOLD MO BASE PAPER DISBURSEMENT SERVICES Subtotal 0.00000 0.00000 0.00000 10.00000 1 0.00 0.00 10.00 10.00 GENERAL ACH SERVICES CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 13 1.30 ACH RECEIVED ITEM 4.20 ACH FRAUD FILTER REVIEW MO BASE GENERAL ACH SERVICES Subtotal 5.00 10.50 WIRE & OTHER FUNDS TRANSFER SERVICE WIRE OUT DOMESTIC VANTAGE APIES139350100 3.00000 10 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00 INFORMATION SERVICES 34101 400052 PLUS INFO RPTG BASE PER ACCT Aggregate 130.00000 1 0.43 WIRE TEMPLATE - CEO 0.33000 0.66 INFORMATION SERVICES Subtotal 131.09 Total Analyzed Charges 2,047.61 2,047.61 Disclosures We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 13  Packet Pg. 119 of 660  Client Analysis Statement QRG: https://wellsoffice.wellsfargo.com/ceopub/assets/pdf/client-analysis-statements/Client_Analysis_Stmnts_Q Regarding your services Recoupment Fees We may assess a Recoupment Fee (Wells Fargo code IAMTH) to partially recover insurance premiums we pay to the FDIC Fee Calculation: Per one thousand dollars of monthly average ledger balance you maintain in your account, multiplied by 0.12750. The FDIC Overdraft Fees We may assess a $35 Overdraft Fee (Wells Fargo code 24250) for any item we pay into overdraft. We limit our overdraft paid Use of Uncollected Funds Fee We may assess Use of Uncollected Funds fee (Wells Fargo code ODACT) for each day your account has a daily negative Services with No Volumes Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event This message may contain confidential and/or privileged information. If you are not the addressee or authorized to © 2024 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 14  Packet Pg. 120 of 660  Exhibit 2 Master Agreement for Treasury Management Services (Attached) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 15  Packet Pg. 121 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Ed Shikada City Manager 10/1/2020 10/1/2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 16  Packet Pg. 122 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Wells Fargo Treasury Management Proposal Palo Alto, City of WF AFP Code Code Service Description Charge Basis Account Price 5.00000 0.30000 ACH Fraud Filter ACH CEO FRAUD FILTER REVIEW MO BASE34333251050 ACH Receive ACH RECEIVED ITEM Transaction General Account Services ACCT MAINTENANCE DEBITS POSTED ELECTRONIC CREDITS POSTED MISCELLANEOUS CREDITS POSTED 22051 010000 Account 7.00000 Transaction General Disbursement Services 22225 150240 CHECK CASHING THRESHOLD MO BASE Account 0.00000 0.00000 0.00000 10.00000 Image Delivery 27707 400340 CEO SEARCH Inquiry 0.50000 Information Reporting 34121 400274 CEO INTRADAY REPORTING ITEMS RPTD Item reported 0.10000 35.00000 0.07500 35.00000 MSC-TM 48340 050410 WTLBX FIRST CLASS POSTAGE PKG $ pass through 1.05000 Other Non TM RECOUPMENT MONTHLYIAMTH Deposit assessment Paper Checks Deposited 321 100220 DEPOSITED CHECKS LBX - ON US Check deposited 0.05000 Returned Items CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE Customer ID 0.00000 2.00000 0.25000 15.00000 Wells Tax 32068 010099 WELLSTAX CEO SUBSCRIPTION Access code 6.00000 Customer Proposal Report Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 17  Packet Pg. 123 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WF AFP Code Code Service Description Charge Basis Price Wholesale Lockbox 36709 05011R WLBX MONTHLY BASE Lockbox 100.00000 WLBX REMIT PROCESSED EXPR MAIL Remittance WLTLBX PARTIAL PAYMENT WTLBX REMIT PROCESSED EXPR MAIL Transaction WTBX TRANSMISSION ITEM Remittance Wires Origination and Reporting ES139 350100 WIRE OUT DOMESTIC - CEO Transfer 5.00000 A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow. This proposal was created for you based on your requirements and the services you expressed interest in. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions Please let us know if you believe this document does not accurately represent the prices or services www.wellsfargo.com/accountanalysis This document is a confidential pricing agreement between Wells Fargo Bank and the Customer. Postage is a pass-through element and appears on your statement as $1.00 to represent 100% of postage cost Customer Proposal Report Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 18  Packet Pg. 124 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Commercial Account Agreement Effective April 6, 2020 Contents 01 Welcome to Wells Fargo 15 Checking and savings 23 Your account ownership Resolving disputes through Electronic check indemnifications 04 Important legal information 27 Electronic banking services17Funds availability policy Statements and other Available balance, posting 09 Rights and responsibilities Additional rules for checks21 Welcome to Wells Fargo Thank you for opening an account with us. We value your relationship and hope we answered all your questions when you What words do we use to refer to you (the customer), Wells Fargo, and this account agreement? • Customer is “company”, “you”, “your”, or “yours”. • Wells Fargo Bank, N.A. is “Wells Fargo”, “bank”, “we”, “us” or “our”. • This Commercial Account Agreement and the disclosures listed below constitute the “Agreement”: – The pricing information and other account-related information – Our collection schedule – Our privacy policy What information does the Agreement contain? The Agreement: • Explains the terms of your banking relationship with Wells Fargo and is the agreement between you and us for your account and related services, and • Replaces all prior deposit agreements including any oral or written representations. © 2020 Wells Fargo Bank, N.A. All rights reserved. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 19  Packet Pg. 125 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You are responsible for ensuring that any authorized signer on your account is familiar with the Agreement. We suggest you keep a copy of the Agreement – and any further information we provide you about changes to the Agreement for as long as you maintain your Wells Fargo accounts. Words with specific meanings Certain words have specific meanings as they are used throughout this Agreement. These words and their meanings are defined in this section, and others are found later in this Agreement. Affiliate A bank or other entity that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Authorized signer A person who has your actual or apparent authority to use your account, even if they have not signed the account Account Any business deposit account or commercial deposit account that is not held or maintained primarily for personal, family Business day Every day is a business day except Saturday, Sunday, and federal holidays. Collected balance The collected balance is the ledger balance in your account less the deposit float. Deposit float The deposit float is the total dollar amount of items deposited in your account that has yet to be credited as part of your Investable balance The investable balance is the collected balance in your account less the portion required by law to be held at a Federal Item An item is an order, instruction, or authorization to withdraw or pay funds or money from your account. Examples include Ledger balance The ledger balance is the balance in your account after all debits and credits for the business day have been posted. Overdraft An overdraft is a negative balance in your account. 2 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 20  Packet Pg. 126 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are we allowed to change the Agreement? Yes. We can change the Agreement by adding new terms or conditions, or by modifying or deleting existing ones. We refer to each addition, modification, or deletion to the Agreement as a modification. Notice of a modification: If we are required to notify you of a modification to the Agreement, we will describe the Waiver of a term of the Agreement: If we waive a right related to your account under this Agreement on one or more How do I consent to the Agreement and any future modifications to the Agreement? By signing the signature card for an account or using your account or service, you agree to this Agreement. Continuing to maintain or use the account or service after a modification to the Agreement means that you have consented to the changes. What happens if a term of the Agreement is determined to be invalid? Any term of the Agreement that is inconsistent with the laws governing your account will be considered to be modified by Who will communicate with you about your account? We may provide you or an authorized signer with information about your account. When we receive information from an Resolving disputes through arbitration Arbitration Agreement between you and Wells Fargo Upon demand of by you or us, any dispute or claim arising from or relating to this Agreement, or the breach thereof, must Can either Wells Fargo or you participate in class or representative actions? No. Wells Fargo and you agree that the resolution of any dispute arising from the terms of this Agreement will be resolved 3 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 21  Packet Pg. 127 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is Important legal information What laws govern your account? The laws governing your account include: •Laws, rules, and regulations of the United States, and principles. If a different state law applies, we will notify you. Any funds transfer (including a wire transfer) that is a remittance transfer as defined in Regulation E, Subpart B, will be What are our rules on illegal transactions? You must not use your account or any relationship you may have with us for any illegal purpose, including “restricted Are we your fiduciary? No. Our relationship to you concerning your account is that of a debtor and creditor. There is no fiduciary, quasi-fiduciary, Will any person or entity be considered a third party beneficiary under this Agreement? No. No other person or entity will be considered to be a third party beneficiary under this Agreement. Can you use our name or refer to our relationship without our consent? No. You and we will not use each other’s name or refer to our relationship in any solicitation, marketing material, What is the controlling language of our relationship? English is the controlling language of our relationship with you. If there is a discrepancy between our English-language and translated materials, the English version prevails over the translation. How will we contact you about your account? For us to service your account or collect any amount you owe, we may contact you by telephone, text, email, or mail. We When you give us a telephone number, you are providing your express consent permitting us (and any party acting on 4 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 22  Packet Pg. 128 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 connection with calls or text messages sent to any telephone number you give us, even if it is a mobile phone number or What courts may be used to resolve a dispute? Wells Fargo and you each agree that any lawsuits, claims, or other proceedings arising from or relating to your account or Statements and other notices relating to your deposit account How do we make account statements and notices available to you? We will mail, send electronically, or otherwise make available to you an account statement reflecting your account activity Combined account statements: To reduce the number of separate account statements you receive each month, we may If we provide a combined account statement for your accounts, we consider your first account as your primary account. When are your account statements and notices considered received? If there is more than one authorized signer on your account, we may send statements and notices to any one of them (unless you have otherwise instructed us in writing). You assume the risk of loss in the mail. Mailed account statements: When we mail your account statement or notices, we consider it received by you on the Electronic delivery of account statements: Account statements will be made available through Wells Fargo Business ® Banking or the Commercial Electronic Office®, as applicable, after the end of the statement period. You will be notified via email that the account statement is available for viewing. We consider the account statement to be delivered to you when it is available online. What happens if your account statement or notices are returned or undeliverable? Unless otherwise prohibited by the laws governing this Agreement, your account statements or notices will be considered unclaimed or undeliverable if: • Two or more account statements or notices are returned to us through the mail because of an incorrect address, or • We notify you electronically that your account statement or notices are available for viewing at Wells Fargo Business Online® Banking or the Commercial Electronic Office®, as applicable, and we receive email notifications that our message is undeliverable. In either event, we may: 5 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 23  Packet Pg. 129 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 How can you or Wells Fargo change your address for your account? Address change requests you make: You can change the postal or email address or other means by which we make your Address changes we make: We may update your listed address without a request from you if we: • Receive information from another party in the business of providing correct address details that your actual address When are notices you send to us effective? Any notice from you is effective once we receive it and have a reasonable opportunity to act onit. What obligations do you have to review account statements and notices and notify us of errors? You are obligated to: • Examine your account statement and notices promptly and carefully. • Notify us promptly of any errors. • Notify us within 30 days after we have made your account statement or notices available to you of any unauthorized • Notify us within 6 months after we have made your account statement or notices available to you if you identify You can notify us of errors on your account statement by promptly: Funds transfers are subject to different time periods for notification of errors, as described in the “Fund transfer services” Real-Time Payments (RTP®). What happens if you do not notify us of an unauthorized transaction within the time frames specified above? If you do not notify us of any unauthorized transaction, error, or claim for a credit or refund within the time frames specified above, your account statement or transaction will be considered correct. We will not be responsible for any unauthorized transaction, error, or claim for transactions included in this statement. When is a transaction unauthorized? A check is unauthorized when it is: • Missing a required signature or you have not otherwise authorized it, • Forged, or • Altered (for example, the amount of a check or the payee’s name is changed). What happens when you report an unauthorized transaction? We investigate any reports of unauthorized activity on your account. After you submit a claim, we may require you to: • Complete and return the claim form and any other documents we require, • Notify law enforcement, and • Cooperate fully with us in our investigation. 6 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 24  Packet Pg. 130 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We can reverse any credit made to your account resulting from a claim of unauthorized transaction if you do not cooperate Are you responsible for taking reasonable steps to help prevent fraud on your account? Yes. You agree to take reasonable steps to ensure the integrity of your internal procedures with respect to your account and items drawn on your account or deposited to it. To help prevent embezzlement and protect your assets, we recommend that you: • Assign responsibilities for your account to multiple individuals. Those who reconcile statements for your account should be different from those who issue items drawn on your account. • Reconcile statements for your account as you receive them; notify us immediately of anyproblem. • Obtain insurance coverage for these risks. Protection against unauthorized items You acknowledge there is a growing risk of losses resulting from unauthorized items. We offer services that provide • Payment authorization service. In addition, we may recommend you use certain fraud prevention practices to reduce your exposure to fraud. Each of these If we have expressly recommended you use one or more of these services or best practice (or any other service related to Lost or stolen checks; unauthorized items If any of your unissued checks have been lost or stolen, or if you learn that unauthorized items are being issued on your account, you agree to notify us at once. To the extent that your failure to notify us hampers our ability to prevent loss, we 7 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 25  Packet Pg. 131 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 will be relieved of any liability for those items. Upon receipt of any notice from you, we – without any liability to you – will If we open a new account for you and you have authorized a third party to automatically make regular deposits to or When does my account become dormant? Checking accounts, savings accounts, and Time Accounts (CDs) Generally, your account becomes dormant if you do not initiate an account-related activity for: • 12 months for a checking account, • 34 months for a savings account, or • 34 months after the first renewal for a Time Account. An account-related activity is determined by the laws governing your account. Examples of account-related activity are What happens to a dormant account? We put safeguards in place to protect a dormant account which may include restricting the following transactions: • Transfers by telephone, • Transfers or payments through Wells Fargo Business Online® Banking or the Commercial Electronic Office®,and • Wire transfers (incoming and outgoing). Normal monthly service and other fees continue to apply (except where prohibited by law). If you do not initiate an account-related activity on the account within the time period as specified by state unclaimed What are checking subaccounts? For each checking account you maintain with us, we may establish on your behalf a master account and two subaccounts. On the first day of each month, we will allocate funds between the two subaccounts as appropriate. Items received by us 8 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 26  Packet Pg. 132 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Rights and responsibilities What responsibilities do you and Wells Fargo have to each other? You and we are responsible for complying with the Agreement. We exercise ordinary care when we provide services. When Except to the extent we fail to exercise ordinary care or to comply with the Agreement, you agree to indemnify and hold us In no event will either Wells Fargo or you be liable to the other for any special, consequential, indirect, or punitive damages. We will not have any liability to you if your account has non-sufficient available funds to pay your items due to actions we Circumstances beyond your control or ours may arise and make it impossible for us to provide services to you or for you to Are you obligated to pay our fees? Yes. By continuing to maintain your account you agree to pay our fees according to the pricing information. Why do we charge a recoupment fee? We assess the recoupment fee to partially recover insurance premiums we pay to the FDIC for deposit insurance. The Note: The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. Is my account subject to a deposit balance fee? We reserve the right to assess a monthly deposit balance fee on the average positive collected balance in your business and Are you responsible for paying taxes? Yes. Fees may be subject to state and local sales taxes, which vary by location, and will be assessed as appropriate. You also agree to pay an amount equal to any other applicable taxes, including backup withholding tax. 9 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 27  Packet Pg. 133 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 How do you pay our fees and expenses? We are permitted to either directly debit your account or invoice you for our fees, expenses, and taxes incurred in You agree to promptly pay any invoiced amount. We may assess finance charges on any invoiced amounts that are not paid If an earnings allowance accrues, do we apply it to your fees and expenses? Yes. If an earnings allowance accrues on your account, we will periodically apply your accrued earnings allowance to eligible Note: Your earnings allowance is calculated by applying the earnings credit rate to the investable balance available in your May we use the funds in your accounts to cover debts you owe us? Yes. We have the right to apply funds in your accounts to any debt you owe us. This is known as setoff. When we set off a A debt includes any amount you owe individually or together with someone else, both now and in the future. It includes any If your account is an unmatured Time Account, then we may deduct any early withdrawal fee or penalty. This may be due as If you have a sweep account, you authorize us to redeem your shares in the designated money market fund and apply the Do you grant us a security interest in your accounts with us? Yes. To ensure you pay us all amounts you owe us under the Agreement (e.g., overdrafts and fees), you grant us a lien on Can Wells Fargo benefit from having the use of funds in customers’ non-interest bearing accounts? Yes. We may use these funds to reduce our borrowing from other sources such as the Fed Funds market, or invest them in short-term investments such as our Federal Reserve Account. This benefit may be referred to as spread. It is not possible 10 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 28  Packet Pg. 134 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 to quantify the benefit to us that may be attributable to a particular customer’s funds. That’s because funds from all What is the applicable exchange rate? The applicable exchange rate is the exchange rate we set and use for you when we convert one currency to another What are we allowed to do if there is an adverse claim against your account? An adverse claim occurs when: • Any person or entity makes a claim against your account funds, • We believe a conflict exists between or among your authorized signers, or • We believe a dispute exists over who has account ownership or authority to withdraw funds from your account. In these situations, we may take any of the following actions without any responsibility to you: • Pay the funds into an appropriate court. We also may charge any account you maintain with us for our fees and expenses in taking these actions (including How do we handle the legal process? Legal process includes any levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, We will accept and act on any legal process we believe to be valid, whether the process is served in person, by mail, by If we incur any fees or expenses (including attorney’s fees and expenses) due to responding to legal process related to your If you carry special insurance for employee fraud or embezzlement, can we require you to file your claim with Yes. If you have special insurance for employee fraud or embezzlement, we reserve the right to require you to file your claim with your insurance company before making any claim against us. In that event, we will consider your claim only after we have reviewed your insurance company’s decision, and our liability to you, if any, will be reduced by the amount your insurance company pays you. 11 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 29  Packet Pg. 135 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are there any minimum balance requirements or other restrictions? We may impose minimum balance requirements or other restrictions on your account, which we may disclose to you. Are we allowed to restrict access to your account? Yes. If we suspect any suspicious, unauthorized, or unlawful activities, we can restrict access to your account and other accounts with us that you maintain or control. Are we allowed to convert your account without your request? Yes. We can convert your account to another type of account (by giving you any required notice). Are we allowed to terminate or suspend a service related to your account? Yes. We can terminate or suspend specific services (e.g., wire transfers) related to your account without closing your account and without prior notice to you. You can discontinue using a service at any time. When can we close your account? We reserve the right to close your account at any time. If we close your account, we may send the remaining balance on deposit in your account by postal mail or credit it to another account you maintain with us. When can you close your account? • You can request to close your account at any time if the account is in good standing (e.g., does not have a negative • All outstanding items need to be processed and posted to your account before you make a request to close. Once the • If you have requested closing your account and a positive balance remains, we may send you a check for theremaining Are transactions subject to verification by us? Yes. All transactions are subject to our verification. This includes cash, items, or other funds offered for deposit for which Are we required to accept all deposits to your account? No. We may decline all or part of a deposit, including a cash deposit. Some examples are: • An item made out to a payee not on your account, • An item with an endorsement we are unable to verify, • A check or draft issued on a credit account, • A very large cash deposit, and • A non-U.S. item. 12 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 30  Packet Pg. 136 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 When we are unable to verify an endorsement on an item, we can also decline to pay, cash, or send the item for collection. Who is responsible to make sure the declared amount of funds offered for deposit is accurate? It is your responsibility, and we have no obligation to make sure the declared amount of your deposit is accurate. If we find a discrepancy exists between the declared and the actual amount of the funds, we are permitted to debit or credit your account and we may notify you if any adjustments are made. We are also permitted to use the declared amount as the correct amount to be deposited and to not adjust a discrepancy if it is less than our standard adjustment amount. We are permitted to vary our standard adjustment amount from time to time without notice to you and to use different amounts depending on account type. You may arrange for us to adjust all discrepancies identified during any verification without using our standard adjustment What happens if there is an error in the amount of a deposit? If you notify us of an error in the amount of a deposit shown on your account statement within 30 days after receiving your Are we allowed to obtain credit reports or other reports about you? Yes. We can obtain a credit or other report about you to help us determine whether to open or maintain an account. Other Are we required to obtain a tax identification number certification from you? Yes. U.S. Treasury regulations require us to determine the tax residency of all customers and payees who could receive • For U.S. taxpayers, the Form W-9 is how we document U.S. tax residency and obtain a Taxpayer Identification Number • Entities that act as intermediaries or flow-through entities receiving income on behalf of someone else provide a 13 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 31  Packet Pg. 137 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 with the estate’s or successor’s IRS Form W-9 or Form W-8. If these are not provided, we may either refuse to pay When do we share information about your account with others? Generally, if we do not have your consent, we will not share information about your account. However, we may share information about your account under the following circumstances: • To comply with the laws governing this Agreement; • In connection with examinations by state and federal banking authorities; • When reporting the involuntary closure of your account; • When we conclude that disclosure is necessary to protect you, your account, or our interests; • If you give your permission. How do we protect your data? We are part of an international business with affiliated companies, employees, and service providers (collectively Are we allowed to monitor and record our communications with you? Yes. We can monitor, record, and retain your communications with us at any time without further notice to anyone, unless the laws governing your account require further notice. Monitored and recorded communications include: Is your wireless operator authorized to provide information to assist in verifying your identity? Yes. As a part of your account relationship, we may rely on this information to assist in verifying your identity. You authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) 14 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 32  Packet Pg. 138 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Checking and savings accounts What are the requirements for a correctendorsement? An endorsement is a signature, stamp, or other mark on the back of a check. If you have not endorsed a check that you Are we bound by restrictions or notations on checks? No. We are not bound by restrictions or notations, such as “void after six months,” “void over $50,” or “payment in full.” When you cash or deposit a check with a notation or restriction, you are responsible for any loss or expense we incur What is a substitute check? A substitute check is created from an original check; under federal law, it is legally equivalent to that original check. A What happens if you breach a warranty associated with an item? If you breach any warranty you make to us under the laws governing your account with respect to any item, you will not be How do we handle non-U.S. items? A non-U.S. item is an item 1) payable in a currency other than U.S. dollars or 2) drawn on a financial institution that is not If we accept a non-U.S. item, the U.S. dollar amount you receive for it will be determined by our applicable exchange rate Our funds availability policy does not apply to a non-U.S. item. 15 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 33  Packet Pg. 139 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 What is our responsibility for collecting a deposited item? We are responsible for exercising ordinary care when collecting a deposited item. We will not be responsible for the lack of care of any other bank involved in the collection or return of a deposited item, or for an item lost in collection or return. What happens if we send an item for collection? We may, upon notice to you, send an item for collection instead of treating it as a deposit. This means that we send the item to the issuer’s bank for payment. Your account will not be credited for the item until we receive payment for it. Our funds availability policy does not apply to an item we accept for collection. What happens when a deposited or cashed item is returned unpaid? We can deduct the amount of the deposited or cashed item from your account (or any other account you maintain with We may place a hold on or charge your account for any check or other item deposited into your account if a claim is made What happens when an electronic payment is reversed? We may deduct the amount of an electronic payment credited to your account (e.g., direct deposit) that is reversed. We Are you responsible for assisting in reconstructing a lost or destroyed deposited item? If a deposited item is lost or destroyed during processing or collection, you agree to provide all reasonable assistance to help us reconstruct the item. Electronic check indemnifications What warranties do we provide for electronic checks and electronic returned checks? An “electronic check” and an “electronic returned check” mean an electronic image of, and electronic information derived • Image Quality Warranty: We guarantee that the electronic image of a check accurately represents all of the information 16 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 34  Packet Pg. 140 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 When we transfer an electronic check for collection or payment, we make the image quality warranty and the no double What indemnities are applicable to electronic checks and electronic returned checks? You will indemnify, defend, and hold us harmless from and against all liabilities, damages, claims, obligations, demands, What indemnities are applicable to remote deposit capture services? By providing the remote deposit capture service to you, we are required to indemnify and reimburse a depository bank What indemnities are applicable to electronically created items? If we transfer or present an “electronically created item” and receive settlement or other consideration for it, we are • The electronic image or electronic information of the electronically created item is not derived from a paper check; If we suffer any losses or liabilities arising directly or indirectly from or related to that type of electronically created item Funds availability policy When can you withdraw funds? Our funds availability policy is to make funds from your checking deposit available to you on the first business day after the day we receive your deposits. Funds from the deposits listed below are available on the first business day after the day of your deposits, if you make the • Cashier’s, certified, and teller’s checks that are payable to your Company where we are not the issuer ordrawee. While we generally make funds from your check deposits available to you on the first business day after the day we receive 17 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 35  Packet Pg. 141 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 available to you, subject to, among other things, the location of the deposit transaction or the manner in which the deposit Our funds availability policy relating to other types of deposits is described below. If we delay the availability of a deposit, Once they are available, you can withdraw the funds in cash. We will use the funds to pay checks and other items presented Can you make deposits at an affiliate? You may make deposits to your accounts at an affiliate, provided the affiliate agrees. If you make a deposit to your account When is your deposit considered received? For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal Our established cutoff time is when a branch closes for business and may vary by location. The cutoff time for checks Any deposits placed in a “night depository” before the established deadline on a business day we are open will be credited Same business day availability The following deposits will be available on the business day we receive the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on us. If you do not make your deposit in person to one of our employees (for example, if you mail the deposit), funds from these Longer delays may apply In some cases, we will not make all the funds that you deposit by check available to you on the first business day after the 18 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 36  Packet Pg. 142 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Except as otherwise explained in this paragraph, if we are not going to make all funds from your deposit available on the If you need the funds from a deposit right away, you may ask us when the funds will be available. In addition, funds you deposit by check may be delayed for a longer period under the following circumstances: We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds Holds on other funds (checkcashing) If we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of Holds on other funds (otheraccount) If we accept a check for deposit that is drawn on another bank, we may make funds from the deposit available for The funds in the other account would then not be available until the time periods that are described in this policy. Available balance, posting order, and overdrafts How do we determine your account’s available balance? Your account’s available balance is our most current record of the amount of money in your account available for your use • We subtract from this amount any holds placed on a deposit to your account and any holds placed due to legal process. 19 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 37  Packet Pg. 143 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Important note: We may place a hold on your account if we receive an electronic notice that an item will be presented for How do we process (post) transactions to your account? We process transactions each business day (Monday through Friday except federal holidays) during a late night process. First, we determine the available balance in your account (as described above) that can be used to pay your : Certain pending transactions can affect your available balance: • Cash deposits or transfers from another Wells Fargo account that are made after the displayed cutoff time (where the Then, we sort your transactions into categories before we process them. • First, we credit your account for deposits, including cash, check deposits and incoming transfers, received before the cutoff time at the location the deposit or transfer was made. • Then, we process withdrawals/payments we have previously authorized and cannot return unpaid, such as ATM How do we handle overdrafts? At our discretion, we are permitted to pay items into overdraft rather than returning them unpaid. 20 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 38  Packet Pg. 144 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You agree to pay the applicable fee associated with an overdraft or returned item. Any overdraft on your account is On any business day when we determine there are sufficient funds in your account to pay one or more but not all of the Additional rules for checks and withdrawals What identification do we request to cash items presented over the counter by a non-customer? For these transactions, we require acceptable identification, which can include a fingerprint from the person presenting your item. We may not honor the item if the person refuses to provide us with requested identification. Are there special rules if you want to make a large cash withdrawal or deposit? We may place reasonable restrictions on a large cash withdrawal. These restrictions include requiring you to provide five Can you make withdrawals from your account at an affiliate? You may make withdrawals from your account at an affiliate, provided the affiliate agrees. If an affiliate cashes an item for Are we responsible for reviewing checks for multiple signatures? No. We are not responsible for reviewing the number of signatures on your account. We do not accept any duty to enforce Are we required to honor dates and special instructions written on checks? No. We may, without inquiry or liability, pay a check even if it: • Has special written instructions indicating we should refuse payment (e.g., “void after 30 days” or “void over$100”); • Is stale-dated (i.e., the check’s date is more than 6 months in the past), even if we are aware of the check’s date; • Is post-dated (i.e., the check’s date is in the future); or • Is not dated. We may also pay the amount encoded on your check in U.S. dollars, even if you wrote the check in a foreign currency or Can you use a facsimile or mechanical signature? Yes. If you use a facsimile or mechanical signature (including a stamp), any item appearing to use your facsimile or mechanical signature will be treated as if you had actually signed it. 21 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 39  Packet Pg. 145 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are we liable for paying a consumer ACH debit entry on your account? No. Under the ACH operating rules, certain types of ACH debit entries may only be presented on a consumer account (“a What is the acceptable form for your checks? Your checks must meet our standards, including paper stock, dimensions, and other industry standards. Your checks must We reserve the right to refuse checks that do not meet these standards or cannot be processed or imaged using our How do I reorder checks? You can reorder checks by mailing the reorder form enclosed in your current order of checks or by calling us at the How do you stop payment on a check? You may request a stop payment on your check in a time and manner allowing us a reasonable opportunity to act on it before we pay, cash, or otherwise become obligated to pay your check. Each stop payment order is subject to our verification that we have not already paid or otherwise become obligated to pay In order to issue a stop payment order on a check, we request the following information: We are not responsible for stopping payment on a check if you provide incorrect or incomplete information about the What is the effective period for a stop payment order? A stop payment order on an item is valid for 6 months. We may pay a check once a stop payment order expires. If you do If you have our STOP AUTO-RENEWAL Service on your account, your stop payment order renews annually for up to six 12- How do you cancel a stop payment order? To cancel a stop payment order, we must receive your request in a time and manner allowing us a reasonable opportunity to act on it. 22 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 40  Packet Pg. 146 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Are you still responsible if we accept a stop payment on a check? Yes. Even if we return a check unpaid due to a stop payment order, you may still be liable to the holder (e.g., a check How can you prevent a post-dated item from being paid before its due date? A post-dated item is an item you issue with a date in the future. We are not responsible for waiting to honor the item until How do you stop payment for preauthorized electronic fund transfers? For information on placing a stop payment order on an ACH debit entry, please refer to “Fund transfer services” In the “Electronic banking services” section of this Agreement. Your account ownership Can you assign ownership of your account? No. No assignment of your account will be valid or binding on us, and we will not be considered to have knowledge of it, What if an owner does not sign account documentation? If a customer identified in our records as an owner or a co-owner of an account does not sign the account application or Are all joint owners responsible for liabilities on your account? Yes. All joint owners are each individually and jointly responsible for any overdraft on your account, regardless of who What happens upon death or incompetence of an authorized signer or account owner? Please notify us promptly if you learn or suspect an account owner or signer has been declared incompetent by a court or a legal authority, or has died. When we receive proper notice, we may: • Freeze the account until we receive documents verifying the incapacity or death and instructions for the funds remaining in the account, • Pay (without inquiring) any item authorized by the account owner before being declared incompetent ordying, 23 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 41  Packet Pg. 147 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 If we are liable for taxes because we released funds in an account after the account owner’s death, the account owner’s Upon notifying us of the death or incompetence of a business owner, the business entity will need to provide Interest earning accounts What interest rate applies to an interest earning account? When you open an interest earning account, we will provide you with the current interest rate and Annual Percentage Yield How do we calculate earned interest? We may use either the daily balance method or the average daily balance method to calculate interest. Unless we have The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average If your account is a tiered-rate account, we may pay the same interest rate on more than one tier. When does a deposit begin accruing interest? Cash deposits begin accruing interest the same business day a deposit is credited to your account. If you deposit an item such as a check, interest begins accruing on the business day we receive credit for the item. Is interest compounded and when is it credited? Interest will compound on a daily basis. For checking and savings accounts, interest will be credited on a monthly basis. For time accounts, we will notify you separately as to the frequency with which interest will be credited to your account. Can I specify a target balance on my accounts? Yes. If you maintain multiple accounts with us, you may, with our consent, designate in writing one of these accounts as When are interest adjustments disclosed in your account statement? An interest adjustment may be reflected on your account statement for the month after it occurs, rather than the month in which it occurs. 24 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 42  Packet Pg. 148 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 What is the difference between Annual Percentage Yield (APY) and Annual Percentage Yield Earned (APYE)? • The Annual Percentage Yield (APY) is a percentage rate reflecting the total amount of interest paid on an account based on the interest rate and the frequency of compounding for a 365-day period. • The Annual Percentage Yield Earned (APYE) is an annualized rate that reflects the relationship between the amount of interest actually earned on your account during the statement period and the average daily balance in the account for the statement period. We calculate both your APY and APYE according to formulas established by federal regulations. The APYE appears on your Do we have the right to require 7 days written notice before you withdraw money from your savings account? Yes. We have the right to require 7 days written notice before you withdraw money from your savings account. Regulation D savings account transaction limit and other limited activity Regulation D and Wells Fargo limit certain types of withdrawals and transfers from a savings or money market account to a combined total of 6 per monthly statement period (exceptions to the statement period may apply). Limited by Regulation D: • Transfers by telephone using our automated banking service or speaking with a banker on the telephone. Zelle®). • Overdraft Protection transfers to a checking account. • Pre-authorized transfers and withdrawals (including recurring and one time). Limited by Wells Fargo: • Transfers and payments to Wells Fargo credit cards, lines of credit, and loans. • Outgoing wire transfers whether made in person, on the telephone, or online. Not limited Except as limited above, there are no limits on withdrawals or transfers made in person at a Wells Fargo ATM or banking What happens if you exceed your limit? If you exceed the limits stated above, you will be charged an excess activity fee ($10 per excess transaction). If the limit is exceeded on more than an occasional basis, Wells Fargo may be required to convert the savings or money If the withdrawal and transfer limit is reached, we may decline withdrawals and transfers for the remainder of the monthly 25 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 43  Packet Pg. 149 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Time Accounts (CDs) What are time accounts? Time accounts include deposits which are payable at the expiration of a specified term, no less than 7 calendar days after time account as a CD or a Certificate of Deposit, even though we do not issue a time account’s maturity time account. The maturity date is printed on your receipt. When can you withdraw funds from your time account? You may withdraw funds from your time account on the maturity date without a penalty. You may also generally withdraw How is the early withdrawal penalty assessed? If you withdraw funds from your time account before the maturity date, an early withdrawal penalty will be assessed. For terms: • Less than three months (or less than 90 days), the fee is one month’s interest. • Three months (or 90 days) through 12 months (or 365 days), the fee is three months’ interest. • Over 12 months through 24 months, the fee is six months’ interest. • Over 24 months, the fee is 12 months’ interest. The minimum fee is $100. The early withdrawal penalty is based on the principal amount withdrawn, at the interest rate on your time account at the Can you deposit additional funds into your time account? You can only deposit additional funds during the grace period. Will your Annual Percentage Yield (APY) change if you withdraw interest before maturity? The APY we disclose to you assumes the interest you earn will remain on deposit until your time account matures. If you withdraw your earned interest before maturity, your account will earn less interest over time and the actual APY will be less than the disclosed APY. How does your time account renew? Your time account will automatically renew at maturity: • Typically for a similar term unless we inform you prior to maturity of a different term;and • At our interest rate in effect on the maturity date for a new time account of the same term and amount, unless we have notified you otherwise. 26 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 44  Packet Pg. 150 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Electronic banking services Fund transfer services The following terms and conditions apply to funds transfers to or from your account. These terms and conditions are in Rules of funds transfer systems Funds transfers to or from your account will be governed by the rules of any funds transfer system through which the Sending funds transfers In acting on your transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or Notice of funds transfers We will notify you of funds electronically debited from or credited to your account through the account statement Reliance on identification numbers • If a payment order or other instruction to transfer funds describes the party to receive payment inconsistently by name • If an instruction or order to transfer funds describes a participating financial institution inconsistently by name and Duty to report unauthorized or erroneous funds transfers You will exercise ordinary care to determine whether a funds transfer to or from your account was either not authorized or Erroneous payment orders We have no obligation to detect errors you make in payment orders – for example, an instruction to pay a beneficiary not 27 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 45  Packet Pg. 151 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ACH transactions In addition to the other terms in the Agreement, the following terms and conditions apply to payments to or from your • Your rights for payments to or from your account will be based on the laws governing youraccount. Reversal or return of ACH transactions Under the ACH Rules, we can return any non-consumer ACH debit entry as unauthorized until midnight of the business day If you do not notify us in a timely manner of the unauthorized non-consumer ACH debit entry, we will not be able to return Stop payment orders on ACH debit entries You may request a stop payment order for an ACH debit entry that has not already been paid from your account. An “ACH To place a stop payment order on an ACH debit entry, you must provide: We may request additional information and may use only a portion of the required information to identify the ACH debit Additional information on ACH debit entries Any information provided by you that is incorrect or subject to change (for example, if the originator changes its company 28 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 46  Packet Pg. 152 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Receiving RTP payments The following additional terms apply to any real-time payments we receive for credit to your account through the RTP • The RTP System may be used only for eligible payments between a sender and receiver with accounts located in the Selected services Stagecoach Deposit® – ATM Deposit Only Card Service. You may elect to use Wells Fargo’s Stagecoach Deposit® Deposit Only Card Service by completing and returning to us the Stagecoach Deposit® ATM When you make deposits at a designated Wells Fargo ATM, you will make those deposits according to the instructions we 29 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 47  Packet Pg. 153 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Stagecoach Deposit® – Post Verify Service. If you elect to use our Stagecoach Deposit® – Post Verify Service, you will prepare, package, and deliver Stagecoach deposits • Same day credit for deposits delivered to one of our offices before that office’s cut-off time on any business day we are All Stagecoach deposits are subject to our acceptance and verification. We will verify the currency in your Stagecoach 30 Commercial AccountAgreement Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 48  Packet Pg. 154 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Master Agreement for Treasury The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide you treasury management services ("Services"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. The Bank customer to which the Services will be provided is identified in the Acceptance. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document. You and we agree: 1. Service Description. The Service Documentation contains the terms governing each Service and a. The Service Description (which contains terms and conditions applicable to the specific Service), e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, The documents and individual provisions of the Service Documentation are intended to be read together as one Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are 2. Services. You and we will agree upon the Services to be provided. Each Service is subject to the approval 3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at CEO portal. When required by Applicable Law, we will 4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, Master Agreement for Treasury Management Services Page 1 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 49  Packet Pg. 155 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We may suspend or terminate any Service: a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or b. Without prior notice to you if: i. We reasonably suspect that an Account associated with a Service has been iii. We determine in our sole discretion that continuing to provide a Service may place us iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"), v. We determine in our sole discretion that a material adverse change has occurred in vi. The Account necessary to provide a Service is closed. The termination of a Service will not affect your or our respective rights with respect to transactions CEO portal access 5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable 6. Security procedures. a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other 7. Confidential information. Unless otherwise stated in the Service Documentation, “Confidential Master Agreement for Treasury Management Services Page 2 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 50  Packet Pg. 156 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 You will: a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or 8. Currency conversion. When your instructions require us to convert the amount of a payment order If a financial institution designated to receive the funds does not pay the beneficiary specified in the 9. CEO portal. a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed CEO portal to access (i) CEO portal. We offer different channels through CEO portal, including personal computers and mobile devices. We b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is CEO portal on your behalf (each, an "Authorized Agent"). Log- CEO portal, whether or not it was actually from an Authorized Agent. c. Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration. i. Administration. If you enroll in the Administration option, there are three categories Master Agreement for Treasury Management Services Page 3 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 51  Packet Pg. 157 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following: (2) An Administrator, who may perform all functions of an Administrator including Each Company Administrator and Administrator has the authority to enroll you in ii. Bank administration. For the Bank administration option, there is one category of You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that CEO portal. If you notify us in writing to revoke d. Terminating access. We may terminate or restrict any Authorized Agent’s access to any CEO portal if we determine such use: i. Does not comply with any term applicable to the CEO portal, iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance). e. Financial information. Financial market data, quotes, news, research, and other financial CEO portal. The posting of any Financial Information or any other CEO portal is not a recommendation by us of any particular Service 10. Alerts. a. Non-subscribed alerts. When you enroll in the CEO portal or other channels or Services, you b. Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you 11. Liability and indemnification. a. We are not obligated to honor, in whole or in part, any payment order or other instruction that: i. Exceeds the available balance in the Account, unless otherwise provided in the Service Master Agreement for Treasury Management Services Page 4 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 52  Packet Pg. 158 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must d. We will have no liability for our failure to perform or delay in performing a Service if the failure e. We will only be liable to you for actual damages incurred as a direct result of our failure to f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, i. The performance of a Service in compliance with the Service Documentation, including iii. If the Service includes a license or sublicense of any software, any use or distribution of You will promptly provide us with written proof of loss, and notify us if you become aware of g. Except as expressly provided otherwise in the Service Documentation, neither party nor its i. Any special, consequential, incidental (including court costs and attorneys’ fees), ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, h. When you send payments on behalf of your third party customers, you agree you are solely 12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of Master Agreement for Treasury Management Services Page 5 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 53  Packet Pg. 159 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such 13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to 14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in 15. Miscellaneous a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable b. Entire agreement. The Service Documentation (and any documents referred to therein): i. Constitutes the entire agreement between you and us regarding the Services we ii. Supersedes and extinguishes all prior agreements, understandings, representations c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no Master Agreement for Treasury Management Services Page 6 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 54  Packet Pg. 160 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously g. Your representations and warranties. You represent and warrant that: (i) you will not use any Use of names. You and we will not use each other’s name or refer to our relationship in any i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. i. You will notify us promptly in writing of any change in your name, Address, legal status, ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be vi. We are entitled to rely on any communication or notice from you that we believe in 16. Survival. Sections 7, 11 - 15 will survive termination of the Services and this Agreement.ꢀ Master Agreement for Treasury Management Services Page 7 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 55  Packet Pg. 161 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Appendix X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A. – London Branch 2. Wells Fargo Bank, N.A. – Cayman Islands Branch City of Palo AltoCustomer Name: CITY ATTORNEY’S OFFICE SIGNATURE ___ 10/1/2020 Master Agreement for Treasury Management Services Page 8 of 8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 56  Packet Pg. 162 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Lockbox Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 57  Packet Pg. 163 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. The service (“Service”) covered by this Service Description is: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, The separate documents and individual provisions of the Service Documentation are intended to be read Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that Lockbox Service 1. Description of lockbox service. a. With this Service we provide you with a lockbox (“Lockbox”) and Lockbox Address for receipt and d. We or our agents will have exclusive and unrestricted access to the Lockbox. 2. Lockbox processing. a. Processing remittance materials. i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6. 2 December 1, 2019 | Lockbox Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 58  Packet Pg. 164 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged. iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks c. Payments processed by automated means. i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually. i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except: 1. An Exception Manual Check, 2. A Manually Processed Check that has been altered (subject to section 2(e) below), 4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as “Paid in Full.” g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description. 3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us CEO portal for certain Checks which we have determined may be a. “Deposit all,” meaning we deposit the Unprocessable Check in your Account (this will be the 3 December 1, 2019 | Lockbox Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 59  Packet Pg. 165 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing b. We will not process a Charge Authorization and will return it to you if any required information is Authorization, d. We will request settlement for each Charge Authorization that the issuer approves, and 5. Virtual lockbox service. a. Description of service. When you enroll in our optional Virtual Lockbox Service you can: Processing. Business Rules. If you and we have agreed to Business Rules to apply during the processing of Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for Instructions. If this option is available to you, you can use the CEO portal or another . 6. Imaging and retention. a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all CEO portal or other communications channels or transmission Destruction of originals. All original Checks and other Remittance Materials that we image c. Intraday image access. Any images that you access on an intraday basis may not be final and are 4 December 1, 2019 | Lockbox Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 60  Packet Pg. 166 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 7. Representations and warranties. You represent and warrant to us that: b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly 8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors 9. Limitation on liability. a. We will have no liability or responsibility for Losses arising from: i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days. 10. Miscellaneous. a. Service fees. We may require that you establish a separate analyzed account with us for billing Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the Customer service. Any questions that you have with respect to the Service should be addressed Assignment. Notwithstanding anything to the contrary in this Service Description or the Service e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. 5 December 1, 2019 | Lockbox Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 61  Packet Pg. 167 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments Charge Authorization means a written authorization to charge your customer’s credit card for a payment Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decisioning Module means our Online Lockbox Decisioning Module. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means an electronic file transmitted to us with an Electronic Check. Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars. Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox. Item is defined in the Account Agreement. Lockbox Address means the United States Postal Service address we assign to you for the Service. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses Master Agreement means the Master Agreement for Treasury Management Services. Merchant Agreement means a separate merchant services agreement you and we enter into for us to Payment means a Check, Charge Authorization or cash received in the Lockbox. Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, Representatives is defined in section 11(f) of the Master Agreement. 6 December 1, 2019 | Lockbox Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 62  Packet Pg. 168 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ACH and Related Services Treasury Management Services [REVISED – January 2, 2020] Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 63  Packet Pg. 169 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Table of contents 03 Introduction 06 Cash Concentration Service Perfect Receivables® Service 08 WellsTAX® Payments Service Services Glossary ACH Origination Service 2 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 64  Packet Pg. 170 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which we provide you the services described below. The services (each a “Service”) covered by this Service Description are: •ACH Origination Service Perfect Receivables® Service WellsTAX® Payments Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), The documents and individual provisions of the Service Documentation are intended to be read together as one Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, Services ACH Origination Service 1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH 2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the 3 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 65  Packet Pg. 171 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a 4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an 5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If 6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service 7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If 8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an 9. Re-transmission of returned entries. We are not required to re-transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on-us Entry. 10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and 4 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 66  Packet Pg. 172 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You 12. Indemnification. We indemnify certain persons under the ACH Rules when you use this Service. You agree to 13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this 14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of the Services. Additional Terms and Service options 15. International Entries. This section contains additional terms that apply when you originate International Entries. General. You agree to comply with, and we will process each International Entry in accordance with: i. ii. The laws and payment system rules of the receiving country of your International Entry, iii.The ACH Rules. If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for: i. Any failure or delay by a Gateway Operator, any intermediary financial institution, or the financial 16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender. General. Prior to originating any Entry on behalf of each customer or upon our request, you will: 5 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 67  Packet Pg. 173 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules (“Registration”) and supplemental Registration information requested by us, and iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and iv. Enter into a written agreement with that customer in which that customer agrees: 1. To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules, 2. Not to originate ACH Entries in violation of the laws or regulations of the United States including 4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that: i. Each customer is engaged in a legitimate business, and customer’s type of business. d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customer’s business and 17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a 18. MICR-split processing service. a. With our MICR-Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH i. You have the appropriate authorization from each person owning the Receiver’s account shown in the 19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Options. You can choose from the following options: i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for 6 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 68  Packet Pg. 174 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that: i. The debit Entry is authorized, ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that ACH Fraud Filter Service 1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules. a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations. 2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks). Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for 3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other 4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law. 7 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 69  Packet Pg. 175 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Perfect Receivables® Service 1. Description of service. With this Service, you can elect options for posting and reporting information about ACH 2. WPIC restrictions. a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. c. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For 3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive 4. Rejected Remittances. We may, but are not obligated to, reject a Remittance: b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been 5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect. 6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could WellsTAX® Payments Service 1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers 8 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 70  Packet Pg. 176 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service 3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government 4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- 5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit 6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline. 7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate 8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request. 9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized. 10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed. 11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or 12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to 9 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 71  Packet Pg. 177 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Account Currency is defined in section 8 (Currency conversion) of the Master Agreement. ACH means Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement. Applicable Law is defined in section 3 (Changes to service) of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer CEO® portal means our Commercial Electronic Office® portal. Concentration Account means your Account designated in the Concentration Account Services Set-up Form. Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service. Entry is defined in the ACH Rules. File is defined in the ACH Rules. Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement. Gateway or Gateway Operator is defined in the ACH Rules. Initiation Method is defined in section 6 (Security procedures) of the Master Agreement. International Entry means an Entry to an account outside the United States. Item is defined in the Account Agreement. Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement. Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable Master Agreement means the Master Agreement for Treasury Management Services. NOC or Notification of Change is defined in the ACH Rules. ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 10 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 72  Packet Pg. 178 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Originator is defined in the ACH Rules. Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules. Receiver is defined in the ACH Rules. Remote Account means one or more accounts owned or controlled by you in the United States. Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement. Reversal or Reversing Entry is defined in the ACH Rules. Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Settlement Date is defined in the ACH Rules. Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable Third Party Sender is defined in the ACH Rules. 11 ACH & Related Services - Revised January 2, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 73  Packet Pg. 179 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Check Disbursements and Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 74  Packet Pg. 180 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Table of contents 03 Introduction 09 Payment Authorization 13 Centralized Disbursements Fraud Prevention and Account Reconciliation Plan 19 Payable Through Draft Controlled Disbursement 04 Positive Pay Reverse Positive Pay 13 Specialized Disbursements Page 2 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 75  Packet Pg. 181 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. (“Bank”) The services (each a “Service”) covered by this Service Description are: Fraud Prevention and Related Services • Reverse Positive Pay Service Specialized Disbursement Services • Centralized Disbursements Manager Service • Payable Through Draft Service • Third Party Drafts Service The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Services), f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, The separate documents and individual provisions of the Service Documentation are intended to be read Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Page 3 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 76  Packet Pg. 182 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Fraud Prevention and Related Services: As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, Positive Pay Service 1. Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks a. Service summary. Each Business Day, either before or after posting the Check to your Account, based on i. We electronically compare the serial number and numeric amount of each Check presented to us for v. We separately review each “directly-presented Check” (see section 8). b. Service options. You may enroll an Account in one of two options of the Service: Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data 2. Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through a. We will use only the Check Issue Data you provide to us, b. If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will 3. Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11). Page 4 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 77  Packet Pg. 183 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4. Notifying you of Exception Items; providing images. When we identify an Exception Check through our CEO Holdover Exception Checks. This subsection applies when you have enrolled your Controlled 5. Decision Deadline. You will make your pay or return decision based on the information about the serial a. Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us. No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline 6. Default Options. Your “Default Option” is the action we take for each Exception Check listed in the a. “Return all.” We return the Exception Check to the bank of first deposit marked “refer to maker” even if “Pay all.” We charge the Exception Check to your Account. This Default Option presents a higher risk of 7. Payee Validation Service. a. Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we i. On each Check that is greater than the Payee Validation Threshold, we electronically compare the Page 5 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 78  Packet Pg. 184 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 NOTE: When you enroll in our optional Payee Validation Service, you are charged a per-Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to b. When we do not perform payee validation. We will not perform any payee validation review with respect i. The Check is less than the Payee Validation Threshold, ii. The payee’s name on the Check is handwritten instead of machine-printed, c. Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized i. The Check with the unauthorized alteration is hand-written, or 8. Directly-presented checks. A “directly-presented Check” is a Check we receive for deposit or cashing at our a. Take those steps as we, in our sole discretion, determine are commercially reasonable, to review and We may vary these steps depending on the depository channel through which we receive a directly- 9. Limitation of liability and indemnification. a. Liability limit. We will pay each Check you have authorized us to pay as described in this Service Indemnification. Each Check that we pay according to this Service Description will be considered i. Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our Page 6 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 79  Packet Pg. 185 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ii. Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us 10. Stop payment; cancel and void instructions; stale-dated Checks. a. You will not use this Service as a substitute for our stop payment service. You will follow our standard i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and b. Using notations or legends on a Check is not an effective stop payment order or void instruction. We will 11. Our right to return checks. Nothing in this Service description will limit our right to return any Check you a. The Check is not properly payable for any reason (without us agreeing to, or being required to, make You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check. 12. Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services. Reverse Positive Pay Service 1. Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we b. You can request we edit Checks that have posted incorrectly to your Account, For purposes of this Reverse Positive Pay Service Description, a “Check” is a check, Draft or other paper 2. Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return. Page 7 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 80  Packet Pg. 186 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Teller match service. a. You may separately elect to have us perform a positive pay verification on certain directly-presented 4. Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions 5. Checks to be paid; liability limit and indemnification. a. We will pay each Check you are deemed to have authorized us to pay in accordance with this Service 6. Edit requests and return instructions. a. Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit CEO portal. Return instructions. We reserve the right to decline your return instruction based on our evaluation of 7. Stop payment and our right to return Checks. Sections 10a and b (Stop payment and void instructions) and 8. Survival. Sections 3, 5, 6 and 7 will survive termination of Services. Page 8 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 81  Packet Pg. 187 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Payment Authorization Service NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay 1. Description of service. With this Service you can set limits on paper Items that may be drawn on your 2. Available options. Option Action we will take(on Product Enrollment Form) We will automatically return unpaid Items drawn against the Maximum Check Amount Authorized We will refuse to cash checks drawn against the Account and Maximum Check Cashing Amount Maximum over the Counter Withdrawal We will refuse to cash checks drawn against the Account which Checks to Individuals Account Reconciliation Plan (ARP) Service 1. Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile a. Receive Account information reporting, based on the Service options you select, 2. Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you Page 9 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 82  Packet Pg. 188 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that: a. The Account Agreement governs the stop payment order, c. This verification may occur a minimum of ninety (90) minutes after the time you transmit the stop payment order to us. Controlled Disbursement Account Service 1. Description of Service; required Accounts. The Controlled Disbursement Account (“CDA”) Service is a. One or more demand deposit accounts with us (each, a “Funding Account”), c. The information reporting service specified by us (“Information Reporting Service”). Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in 2. Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net a. Debits that have posted in the first and, if applicable, second presentment on that Business Day, and 3. Your obligation to deposit funds in Funding Account. a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding i. The Total Net Presentment or your estimate of the Total Net Presentment, and b. If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your i. Advance to the Funding Account(s) sufficient funds to pay the Debits presented for payment on the Page 10 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 83  Packet Pg. 189 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4. Transfer of funds to Disbursement Account. Each Business Day, we will: 5. Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and 6. Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on 7. Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security a. Each Funding Account, each Disbursement Account, and all of your other accounts with us and our Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or 8. Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service. Page 11 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 84  Packet Pg. 190 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 9. Liability and indemnification. In addition to the liability and indemnification provisions in the Master a. Your performance or failure to perform your obligations in accordance with this Service Description, e. Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross f. If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our 10. Termination. In addition to our right to terminate this Service under the Master Agreement, we may a. You fail at any time to fund the Funding Account as required in this Service Description, 11. Survival. Sections 2 and 5 – 9 will survive the termination of this Service. Page 12 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 85  Packet Pg. 191 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Specialized Disbursements Services Centralized Disbursements Manager Service 1. Your relationship to clients. You have represented to us that you function as claims administrator, property 2. Centralized Disbursements Manager (“CDM”) desktop. You will interact with our electronic system for 3. Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, 4. Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client 5. Client profiles. For each Client for which you make disbursements, you will establish and maintain through Page 13 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 86  Packet Pg. 192 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 6. Client set-up forms. For each Individual Client Funding Account you open under the Service (including each 7. Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you 8. Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations 9. CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic Page 14 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 87  Packet Pg. 193 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10. Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement 11. Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated 12. Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more 13. Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be a. Issue Funding Basis. If you are funding the Issue File for a particular Client on an Issue Funding basis, Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment 14. Funding method. You will fund each Individual Client Funding Account by using one of the funding methods YOU WILL NOT, AT ANY TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term Page 15 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 88  Packet Pg. 194 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 a. ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client d. Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding Page 16 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 89  Packet Pg. 195 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 e. Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the 15. Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding a. Daily funding. Under the “Daily Funding Frequency Option”, funding will occur (i) each day that we Weekly funding. Under the “Weekly Funding Frequency Option”, funding will occur once a week, on the Monthly funding. Under the “Monthly Funding Frequency Option”, funding will occur one day each Semi-monthly selected date funding. Under the “Semi-Monthly Funding Frequency Option”, funding P.A.L. funding. The “P.A.L. Funding Frequency Option” is only available for accounts you are funding on Threshold funding. The “Threshold Funding Frequency Option” is only available for accounts you are 16. Supplemental funding days. You may, at your option, establish one or more additional Funding Days that 17. Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account Page 17 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 90  Packet Pg. 196 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 18. Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in 19. Account closure or debit block. We reserve the right to either close or place a debit block on any Individual 20. Business Associate Agreement. If you are an organization that performs any function or activity involving 21. Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times 22. Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses 23. Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit Page 18 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 91  Packet Pg. 197 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 24. Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this 25. Survival. Sections 4, 10, 12, 14, 17- 19, 22- 24 will survive termination of the Services. Payable Through Draft Service 1. Description of Service. With this Service, we provide you with information about payable-through Drafts 2. Requirements for Draft stock. You will ensure each Draft contains: “PAYABLE THROUGH WELLS FARGO BANK, N.A.”; and 3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff 4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available CEO® portal. If for any reason we cannot make an electronic image of a Draft available to 5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of 6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of Page 19 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 92  Packet Pg. 198 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or 8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the 9. Drafts to be dishonored. a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we i. You, if you direct us to dishonor a Draft before the Decision Deadline, and c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a 10. Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in 11. Liability and Indemnification. a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to 1. The electronic image or electronic information of the electronically-created item is not derived Page 20 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 93  Packet Pg. 199 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an “Electronically-created item” means an electronic image that has all the attributes of an electronic check When we transfer an electronic check for collection or payment, we make the Image Quality Warranty b. Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and c. Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if: ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from: 2. Material appearing on the back of the Draft when it was issued by you including without 12. Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service. Third Party Drafts Service 1. Description of Service. You provide draft stock to your customers (each, a “third party”) that issue third a. One or more demand deposit accounts with us (each, a “Funding Account”), and Page 21 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 94  Packet Pg. 200 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 2. Requirements for Draft stock. You will ensure each Draft contains: “PAYABLE THROUGH WFB, N.A.”; and b. Our routing number on the MICR line of the Draft. You will also comply with all other requirements we 3. Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff 4. Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available CEO® portal. If for any reason we cannot make an electronic image of a Draft available to 5. Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of 6. Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored 7. Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in 8. Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the 9. Drafts to be dishonored. a. General. We are subject to requirements regarding the return of Drafts under Applicable Law, including Page 22 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 95  Packet Pg. 201 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 b. Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we i. You, if you direct us to dishonor a Draft before the Decision Deadline, and c. Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a 10. Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion. 11. Liability and indemnification. a. Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and i. (1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to 1. The electronic image or electronic information of the electronically-created item is not derived “Electronically-created item” means an electronic image that has all the attributes of an electronic check When we transfer an electronic check for collection or payment, we make the Image Quality Warranty Page 23 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 96  Packet Pg. 202 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository b. Unauthorized Draft. With respect to each Draft, we: i. Will be deemed to be a collecting bank and not a drawee bank, and In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take c. Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if: ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from: 2. Material appearing on the back of the Draft when it was issued by you including without 12. Anti-money laundering and sanctions controls. While this Service Description is in effect, you will: b. Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S. 13. Survival. Sections 3, 4, 6, 9, 10 and 11 of this Service Description will survive termination of the Service. Page 24 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 97  Packet Pg. 203 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account Agreement means the applicable account agreement governing your Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you Draft means each payable-through draft or third party draft we present to you in accordance with this Service Item has the meaning given in the Account Agreement. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including Master Agreement means the Master Agreement for Treasury Management Services. Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us. Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates Representatives is defined in section 11(f) of the Master Agreement. Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with Page 25 of 25 Check Disbursements and Fraud Prevention Services Service Description | Revised February 21, 2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 98  Packet Pg. 204 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Wire Transfer Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 99  Packet Pg. 205 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which we provide you the services The service (“Service”) covered by this Service Description is: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, The documents and individual provisions of the Service Documentation are intended to be read together Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of Wire Transfer Service 1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to 2. Preparation of payment orders; processing schedules. You will prepare each Payment Order We will execute each Payment Order in accordance with our then current processing schedule and any 2 November 20, 2019 | Wire Transfer Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 100  Packet Pg. 206 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Inconsistency in name and number. a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment b. If a Payment Order describes a financial institution both by name and identification number, we or 4. Authorization to pay. You authorize us to: a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and You will maintain sufficient available funds in the account specified in the Payment Order at the time 5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss 6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you 7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, 8. Drawdown requests. A “drawdown request” is an instruction from you to another depository a. An account at that institution and transfer the funds to us (an “outgoing drawdown request”), or In this Service description, “Payment Order” includes drawdown requests. We may execute an 3 November 20, 2019 | Wire Transfer Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 101  Packet Pg. 207 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 9. Limitation of liability. We will not be liable for any third party’s failure to or delay or error in If we execute a Payment Order that is more than the amount stated in the Payment Order, to the 10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services. Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Master Agreement means the Master Agreement for Treasury Management Services. Payment Order means an instruction to us in your name to transfer funds from your Account (and Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. 4 November 20, 2019 | Wire Transfer Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 102  Packet Pg. 208 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Check Collections Service Description Treasury Management Services © 2019 Wells Fargo Bank, N.A. All rights reserved. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 103  Packet Pg. 209 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. (“Bank”) The services (each a “Service”) covered by this Service Description are: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, The separate documents and individual provisions of the Service Documentation are intended to be read Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Returned Items Service 1. Description of service. This Service includes: a. Special Instructions regarding the handling of your Returned Items (section 2), CEO portal (section 3), We will provide the Returned Item Service to you in accordance with the Service Documentation, including 2. Special instructions. We will process your Returned Items in accordance with any special instructions you communicate to us from time to time as described further in the User Guide for the Service. Page 2 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 104  Packet Pg. 210 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3. Returned Item decisioning; access to images. a. Returned Item decisioning. If you elect this Service option, you can send us processing instructions CEO portal for Returned Items we received prior to the applicable Cutoff Time each Access to images. If you elect this option, we will make images of Returned Items available to you CEO portal or other channels or transmission methods you and we agree to. These images 4. Electronic returns. If you elect this Service option, we will submit RCK entries for your Returned Items that Warranties. The ACH Rules require the originator of an RCK entry to make certain representations and Rejected entries. The financial institution on which a Returned Item was drawn may reject any RCK c. Provisional credit. Any credit to your Account in connection with an RCK entry is provisional until such 5. Centralized check return. If you elect this Service option and it is available to you, we will process Returned a. Centralized return endorsement. You will place a Centralized Return Endorsement on the back of each Relation of multiple endorsements. You agree that the Centralized Return Endorsement: 6. Returned item forwarding. If you elect this Service option: a. You will notify us of the financial institution you choose as your centralized return processor, Page 3 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 105  Packet Pg. 211 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 c. We will forward the Returned Items that we receive to your centralized return processor. 7. Returned Item service fee recovery. If you elect this Service option, you may issue a MICR draft on the 8. Delayed returns. Under Applicable Law, paying and returning banks may rely on any routing number that 9. Chargebacks. We may chargeback a Returned Item to any account you maintain with us without regard to whether the Returned Item was initially deposited to your Account or at another financial institution. 10. Representations and warranties. You represent and warrant to us and agree as follows: Authorization. The issuer of any Returned Item has authorized you to represent the Returned Item b. Representment/Returned Item fees. You acknowledge that the ACH Rules do not allow collection of Returned Item service fees. You have properly disclosed to all your customers that you charge a service 11. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from Losses a. Any material breach in any of your representations, warranties and agreements contained in this Service Description, b. The violation of any Applicable Laws in the performance of your obligations under this Service 12. Survival. Sections 4, 8, 9, 10 and 11 of this Service Description will survive termination of the Service. Wells Fargo Remote Deposit Capture Service (Wells Fargo Electronic DepositSM, Desktop Deposit® and CEO Mobile Deposit) 1. Description of service. With this Service you can create Electronic Checks from eligible paper checks and Page 4 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 106  Packet Pg. 212 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 a. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying 2. Creating Electronic Checks. To create Electronic Checks (and where applicable send us Electronic Files), you b. On the next Business Day if you transmit the Electronic Checks (or if applicable, your Electronic File) to 3. Exception Checks. Our User Guide for this Service lists eligible U.S. Dollar checks (as well as ineligible CEO portal or other communication channel. You will Even if we do not identify an Exception Check during processing, a Substitute Check may be returned to us 4. Deposits to your account. We will be deemed to have accepted each Electronic Check (other than any Any check you deposit that is returned to you may be returned in the form of a Substitute Check. If we 5. Third-party processors. a. General. You are a “third-party processor” when you use this Service either to (a) create and process an Customer due diligence. Before acting as a third-party processor for any customer, you will conduct due i. Establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Page 5 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 107  Packet Pg. 213 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 iii. Suspicious activity monitoring and reporting. c. Customer agreements. You will also enter into an agreement with each of your customers which includes: i. Provisions paralleling those in this Service description relating to creating Electronic Checks and maintaining the security of original paper checks, ii. Warranties paralleling each of the warranties you make to us in this Service description, iv. If the customer is a business entity, an obligation that customer, upon your request, will provide you the information you require to understand the nature of the customer’s business. d. Risk parameters; ongoing monitoring. For each of your customers, you will use reasonable commercial standards to monitor the customer’s deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis. You will take appropriate actions with respect to the customer’s account, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with you. We will establish and maintain confidential internal risk parameters for your Electronic Checks but you are solely responsible for monitoring your customer’s Electronic Checks. 6. Your representations and warranties. You represent and warrant to us and agree that you will: b. Transmit to us only Electronic Checks eligible for processing including legible Electronic Checks 7. Indemnification. You will indemnify, defend, and hold us and our Representatives harmless from and against a. Any negligent or intentional act or omission by you in the performance of your obligations under this Page 6 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 108  Packet Pg. 214 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 h. If we transfer or present an “electronically-created item” and receive settlement or other consideration ii. The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and iii. A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically- “Electronically-created item” means an electronic image that has all the attributes of an Electronic Check or When we transfer an Electronic Check for collection or payment, we make the Image Quality Warranty and 8. Termination. In addition to our rights to suspend or terminate Services under the Master Agreement, we 9. Additional controls. a. General. We may upon reasonable prior notice to you to: ii. Periodically audit or require audits of your RDC operations including your IT infrastructure at your b. Your internal controls. You will establish internal controls related to your RDC operations. Upon Your consumer complaints. With reasonable prior notice to you, you will provide us with information i. Your procedures for handling consumer complaints, 10. Survival. Sections 6 and 7 of this Service Description will survive termination of the Service. Page 7 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 109  Packet Pg. 215 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Glossary Account Agreement means the applicable account agreement governing your Account. ACH means the Automated Clearing House. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Applicable Law is defined in section 3 of the Master Agreement. Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with Centralized Return Endorsement means a special endorsement on a Returned Item which (a) includes all of the Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service. Electronic Check means an electronic image of, and electronic information derived from a paper check. Electronic File means the electronic file you (or your vendor) create and send us when transmitting Electronic Electronic Returned Check means an Electronic Check derived from a paper returned check. Item is defined in the Account Agreement. Losses means all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including Paying Bank means the bank on which the original paper check to which the Electronic Check relates is drawn or Master Agreement means the Master Agreement for Treasury Management Services. RCK entry is defined in the ACH Rules. Representatives is defined in section 11(f) of the Master Agreement. Returned Item means an Item that is returned to us unpaid after you deposit it to your Account. Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. Service Documentation is defined in section 1 of the Master Agreement. Page 8 Check Collections Service Description | Revised November 8, 2019 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 110  Packet Pg. 216 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Information Reporting and Image Delivery Treasury Management Services November 8, 2019 © 2019 Wells Fargo Bank, N.A. All rights reserved. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 111  Packet Pg. 217 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Introduction The Service Documentation contains the terms and conditions under which we provide you the services The service (“Service”) covered by this Service Description is: The Service Documentation includes: a. The Service Description (which contains terms and conditions applicable to the Service), f. User Guides (which include Terms of Use, software, software licenses, price schedules, The documents and individual provisions of the Service Documentation are intended to be read together Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of Information Reporting and Image Delivery 1. Description of services. a. With this Service we make data regarding transactions and/or images of Items posted to or CEO portal, and an Application Programming Interface (“API”) through the Wells c. The information may include images of Items or other instruments that are: ii. Cashed or collected by us or accepted for deposit to the Account, and 2 November 8, 2019 | Information Reporting and Image Delivery Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 112  Packet Pg. 218 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules 2. Accuracy of Information. a. We will not verify the accuracy or completeness of: (i) information from other financial 3. Software Sublicense. If a software license or sublicense is required for you to access the Service 4. Stop payment orders. If you elect a service option through which you can place stop payment orders, Glossary Account means your account(s) with us used in connection with the Service. Account Agreement means the applicable account agreement governing the Account. ACH means automated clearing house. ACH Rules means the Nacha Operating Rules and any applicable local ACH rules. Item is defined in the Account Agreement. Master Agreement means the Master Agreement for Treasury Management Services. 3 November 8, 2019 | Information Reporting and Image Delivery Service Description Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 113  Packet Pg. 219 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Merchant Services Program Guide Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 114  Packet Pg. 220 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PREFACE Thank you for selecting us for your payment processing needs. Accepting numerous payment options provides a convenience to your customers, increases Your Merchant Processing Application will indicate the types of payments and Services you have elected to accept. These Program Terms and Conditions ThisProgram Guide,togetherwith yourMerchantProcessing Applicationand the schedulesthereto(collectively,the “Agreement”),including, IMPORTANT INFORMATION ABOUT BANK’S RESPONSIBILITIES: Forcertain Card transactionsBankdoes notprovideservices to you,but rathertheyareprovidedby Processorand/orthird parties.Forexample, The provisions of this Agreement regarding such non-Bank Discover Card and American Express transactions and other Non-Bank Services OTHER IMPORTANT INFORMATION: Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Credit Cards, you should be VisaU.S.A.,Inc.(“Visa”)andMastercardWorldwide(“Mastercard”),DiscoverFinancialServicesLLC(“Discover”),PayPal,Inc.(“PayPal”)andAmerican AmericanExpress”)arepaymentcardnetworksthatelectronicallyexchangeSalesDraftsandChargebacksforCardsales In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same Each Card Organization has developed Card Organizations Rules that govern each of their Acquirers and Issuers and the procedures, responsibilities We do notdecide whattransactionsare charged back and we do notcontrol the ultimate resolution of the Chargeback.While we can attempt to reverse You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. WFB2210(Rev00-10/19)2 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 115  Packet Pg. 221 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PART I: CONFIRMATION PAGE Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. Fromtimetotimeyoumayhavequestionsregardingthecontentsof yourAgreement(whichincludesyourMerchantProcessingApplication,the 1. Your fees for certain Services set forth in this Agreement are based on 10. Card Organization Disclosure Member Bank Information: Wells Fargo Bank The Bank’s mailing address is Wells Fargo Bank, PO Box 6079, Concord, CA 94524 and its phone number is 1-800-451-5817.2. We may debit your bank account from time to time for amounts owed to us under the Agreement.Important Member Bank Responsibilities: 3. There are many reasons why a Chargeback may occur. When they (a)The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant. (b) The Bank must be a principal(signer) to the Agreement. (c) The Bank is responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply; but this informationmaybe providedto youbyProcessor. 4. If you dispute any charge or funding, you must notify us within 60 (d) The Bank is responsible for and must provide settlement funds to themerchant.5. The Agreement limits our liability to you. For a detailed description of (e) The Bank is responsible for allfunds held in reservethatare derivedfromsettlement.6. We have assumed certain risks by agreeing to provide you with Card Important Merchant Responsibilities: (a) Ensure compliancewithcardholderdata securityandstorage requirements. 7. By executing this Agreement with us you are authorizing us to obtain (b) Maintain fraud and chargebacks below Card Organization thresholds. (c) Review and understand the terms of theAgreement. (d) Comply with Card Organization Rules and applicable law and regulations.8. The Agreement contains a provision that in the event you terminate (e)Retain a signed copy of this Confirmation Page. (f) Youmay download “Visa Regulations” from Visa’s website at: 9. Third Party Services. To the extent you have elected to obtain any https://usa.visa.com/support/merchant.html (g) Youmay download “Mastercard Regulations” from Mastercard’s website at: http://www.mastercard.com/us/merchant/support/rules/html. City of Palo AltoPrint Client’s IRS Filing Name: By its signature below, Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) Merchant Processing Application, Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands www.wellsfargo.com/biz/programguide CITY ATTORNEY’S OFFICE CLIENT’S BUSINESS PRINCIPAL City Manager 10/1/2020DATE________________X Signature(Pleasesignabove)Title Ed Shikada 10/1/2020 DatePlease Print Name of Signer WFB2210(Rev00-10/19)3 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 116  Packet Pg. 222 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WFB2210(Rev00-10/19)4 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 117  Packet Pg. 223 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 PART I: CONFIRMATION PAGE Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. Fromtimetotimeyoumayhavequestionsregardingthecontentsof yourAgreement(whichincludesyourMerchantProcessingApplication,the 1. Your fees for certain Services set forth in this Agreement are based on 10. Card Organization Disclosure Member Bank Information: Wells Fargo Bank The Bank’s mailing address is Wells Fargo Bank, PO Box 6079, Concord, CA 94524 and its phone number is 1-800-451-5817.2. We may debit your bank account from time to time for amounts owed to us under the Agreement.Important Member Bank Responsibilities: 3. There are many reasons why a Chargeback may occur. When they (a)The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant. (b) The Bank must be a principal(signer) to the Agreement. (c) The Bank is responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply; but this informationmaybe providedto youbyProcessor. 4. If you dispute any charge or funding, you must notify us within 60 (d) The Bank is responsible for and must provide settlement funds to themerchant.5. The Agreement limits our liability to you. For a detailed description of (e) The Bank is responsible for allfunds held in reservethatare derivedfromsettlement.6. We have assumed certain risks by agreeing to provide you with Card Important Merchant Responsibilities: (a) Ensure compliancewithcardholderdata securityandstorage requirements. 7. By executing this Agreement with us you are authorizing us to obtain (b) Maintain fraud and chargebacks below Card Organization thresholds. (c) Review and understand the terms of theAgreement. (d) Comply with Card Organization Rules and applicable law and regulations.8. The Agreement contains a provision that in the event you terminate (e)Retain a signed copy of this Confirmation Page. (f) Youmay download “Visa Regulations” from Visa’s website at: 9. Third Party Services. To the extent you have elected to obtain any https://usa.visa.com/support/merchant.html (g) Youmay download “Mastercard Regulations” from Mastercard’s website at: http://www.mastercard.com/us/merchant/support/rules/html. City of Palo AltoPrint Client’s IRS Filing Name: By its signature below, Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) Merchant Processing Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands www.wellsfargo.com/biz/programguide CITY ATTORNEY’S OFFICE CLIENT’S BUSINESS PRINCIPAL City Manager 10/1/2020DATE________________X Signature(Pleasesignabove)Title Ed Shikada 10/1/2020 Please Print Name of Signer Date WFB2210(Rev00-10/19)5 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 118  Packet Pg. 224 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 26.9. Certain Rules and Requirements........................................................38 26.10. Card Acceptance...........................................................................................39 26.11. Deposits of Principals...............................................................................39 26.12. Merchants in theLodging Industry.................................................39 PART II: CARD SERVICES A. Card General Terms.................................................................................8 1. Services................................................................................................................................8 26.13. Customer Activated Terminals and Self- 2. Operating Procedures; Card Organization Rules Service Terminals...............................................................................................40 and Compliance..............................................................................................................8 26.14. Displays and Advertising........................................................................40 3. Settlement of Card Transactions.........................................................................8 26.15. Cash Payments by and Cash Disbursements 4. Fees; Adjustments; Collection of Amounts Due........................................8 Chargebacks.....................................................................................................................9 Exclusivity..........................................................................................................................8 to Cardholders...............................................................................................40 26.16. Discover Cash Over Transactions......................................................41 26.17. Telecommunication Transactions....................................................41 27. Suspect Transactions..............................................................................................41 28. Completion of Sales Drafts andCredit Drafts..........................................42 28.1. Information Required.................................................................................42 7. Representations;Warranties;Covenants;Limitationson 8. Confidentiality..............................................................................................................10 9.Assignments..................................................................................................................11 28.2. Mail/Telephone/ Internet(Ecommerce) Orders 10.and Other Card NotPresent Sales..........................................................43 11. Reserve Account; Security Interest.................................................................13 12. Financial and Other Information.....................................................................14 13. Indemnification...........................................................................................................14 14. Special Provisions Regarding Non-Bank Services................................14 15. Special Provisions for Debit Card....................................................................15 28.3. Customer Service Telephone Numbers..........................................44 29. Data Security.................................................................................................................44 29.1. Payment Card Industry Data Security Standards (PCI DSS)....................................................................................44 29.2. Data Security Requirements..................................................................45 29.3. Compliance Audits.......................................................................................4516.Special Provisions Regarding Electronic Benefit Transfer (EBT).............................................................................................................16 Immediate Notice Required...................................................................4529.4. 17. Special Provisions Regarding Wireless Services....................................18 18. Terms of Equipment Purchaseor Rental...................................................20 19. Special Provisions Regarding Gift Card Services...................................22 29.5. Investigation....................................................................................................45 29.6. RequiredInformationforDiscoverNetwork and PayPalSecurity Breaches....................................................................45 29.7. Merchant Providers.....................................................................................45 29.8. Reserved.............................................................................................................46 29.9. Costs......................................................................................................................46 30. Authorizations.............................................................................................................46 20.Special Provisions Regarding TransArmor Solution...........................25 21. Special Provisions Regarding Fraud Detection Services..................28 22.Special Provisions Regarding Buyer Initiated Payments...................29 Special Provisions Regarding PayeezySM Gateway Services........................................................................................................29 Card Not Present Transactions............................................................4630.1. 24.Choice of Law, Venue; Waiver of Jury Trial; Limitation 30.2. Authorization via Telephone (Other Than Terminal / ElectronicDevice Users)................................................47 25.Other Terms............................................................................................................................32 30.3. Authorization via Electronic Devices...............................................47 B. Operating Procedures................................................................. 34 30.4.Third Party Authorization System.....................................................47 26. Mastercard, Visa, Discover, PayPal and American 30.5. Automated Dispensing Machines.......................................................47 Express Card Acceptance......................................................................................34 30.6. Pre-AuthorizationforT&E(Travel&Entertainment) 26.1. Card Descriptions..........................................................................................34 26.2. Effective/Expiration Dates......................................................................36 26.3. Valid Signature................................................................................................36 26.4. Users Other Than Cardholders.............................................................36 26.5. Special Terms...........................................................................................................36 26.6. Delayed Delivery Transactions or Deposit Balance................36 30.7. Discover and PayPal Procedure forRequest for Cancellation of Authorization.......................................................48 30.8. Partial Authorization andAuthorization Reversal....................48 31. Submission/Deposit of Sales Drafts and Credit Drafts.....................48 31.1. Submission of Sales for Merchants Other Than Your Business.....................................................................................48 26.7. Recurring Transaction and Preauthorized Order 31.2. Timeliness.........................................................................................................48Regulations........................................................................................................37 26.8. Payments by Installments.......................................................................38 WFB2210(Rev00 –10/19)6 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 119  Packet Pg. 225 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 40.14. Merchant Website Information Display Guidelines.............56 40.15. Aggregated Charges..................................................................................56 31.3. Electronic Merchants: Daily Batching Requirements & Media Submission..................................................49 32. Settlement.......................................................................................................................49 Refunds / Exchanges (Credits)..........................................................................49 Refunds.................................................................................................................49 Exchanges...........................................................................................................50 Retention of Records for Retrievalsand Chargebacks.......................50 Retain Legible Copies..................................................................................50 Provide Sales and Credit Drafts............................................................50 Lost/Recovered Cards.............................................................................................50 Chargebacks, Retrievals and Other Debits................................................50 Chargebacks.......................................................................................................50 Summary (Deposit)Adjustments/Electronic Rejects............54 Disputing Other Debits and Summary Adjustments.............54 Account Maintenance..............................................................................................54 Change of Settlement Account Number..........................................54 Change in Your Legal Name or Structure.......................................54 40.16.American Express Excessive Disputes.........................................56 American Express Right to Modify or Terminate Agreement.........................................................................56 40.18. Acceptance Proceduresfor American Express Travelers and Gift Cheques........................56 41. Glossary............................................................................................................................56 42. Additional Important Information Pertaining to thisEntire Agreement......................................................................................60 42.1. Electronic Funding Authorization.......................................................60 42.2. Funding Acknowledgement Automated Clearing House (ACH)..............................................................................60 42.3. Additional Fees and Early Termination..............................................60 42.4. Addresses For Notices................................................................................61 Part III: ThirdParty Agreements ......................................................62 1.0. TeleCheck Solutions Agreement......................................................................62 37.3. Changein CompanyDBA Name,Address or Telephone / Facsimile Number......................................................54 37.4. Other Changes in Merchant Profile....................................................54 37.5. Charges for Changes to Account Maintenance..........................54 38. Card Organization Monitoring..........................................................................54 39. Supplies.............................................................................................................................54 40. Special Provisions for American Express...................................................54 40.1. Treatment of the AmericanExpress Brand...................................54 40.2. Treatment of AmericanExpress Marks..........................................55 40.3. Treatment of the American Express Card Member 55 40.4. American Express Transaction Data................................................55 40.5. Treatment of AmericanExpress Cardholder Information............................................................................55 40.6. Disclosure and Use of Data Collected Under Agreement..........................................................................................................55 40.6.1. Consent for American Express to Contact You by Phone, eMail, Text or Facsimile.......................55 40.6.2. Opt-Out.............................................................................................................55 40.7. Conversion to a DirectRelationship with American Express..............................................................................55 40.8. Reserved..............................................................................................................55 Third PartyBeneficiary Rights.............................................................55 4.10. Your Right to Opt Out of American Express Card Acceptance.........................................................................56 40.11. Collections from American Express Cardholder.....................56 40.12. American Express Key-Entered Charges.....................................56 40.13. Keyed No Imprint for American Express Transactions...............................................................................56 WFB2210(Rev00 –00/19)7 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 120  Packet Pg. 226 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 3.6. Youacknowledge and agree that transfers to and from the Settlement Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routingnumbers,evenif any of those numbersdo not correspond to the actual account or financial institution identified by name. PART II: CARD SERVICES A. Card General Terms 1. Services 3.7. This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to Chargeback, setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such Chargeback, setoff, lien, security interestand the withholding of settlementfundsrightsare being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. Subject to Card Organization Rules, Services may be performed by us or ouragents,including,withoutlimitation,ourrespectiveAffiliates, including the provision of terminals or other equipment and local support functions in connection with this Agreement. 2. Operating Procedures; Card Organization Rules and Compliance Youagree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 29. From time to time, we may amend theOperatingProcedures,byprovidingyouwithat least twenty (20)days’ prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effectiveon shorternotice.If thereareanyinconsistenciesbetweenthe General Terms and the Operating Procedures, the Card General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the Card Organization Rules. Card Organization Rules may be available on websites such as https://usa.visa.com www.mastercard.us/en-us/merchants. html, www.discovernetwork.com/en-us/ and https://www.paypal.com/us/ webapps/mpp/accept-payments-online. 4. Exclusivity During the term of this Agreement, you shall use us as your exclusive provider of all Services. 5.Fees; Adjustments; Collection of Amounts Due 5.1. In consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement (for purposes of clarity, this includes the Application and any additional pricing disclosures or subsequent communications), all of which will be calculated and payable pursuant to the terms of this Agreement and any additional pricing disclosures or subsequentcommunications. If a transaction fails to qualify for your anticipated interchange programs or you inadvertently or intentionally accept a transaction other than anticipated for your account (including a different Card type), then, as applicable to your pricing method, you may be charged higher fees as disclosed in your pricing disclosures or subsequent communications, as well as any applicable surcharge for that transaction, all as further described in Section 42.3 of this Agreement and in the Application. With respectto inadvertentor intentionalacceptanceof a transactionotherthan the type anticipated for your account (including a different Card type), you will also be subjectto payment to us of ourthen-currenttransactionfee(s) with respect to such Card and/or transaction and be liable, obligated and responsible under this Agreement for any such transaction to the same extent as you would be if it was of a Card type elected and approved. For more information on Visa’s and Mastercard’s interchange rates, please go to www.visa.com and www.mastercard.com. The above links may change from time to time. 3. Settlementof CardTransactions 3.1. We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of SalesDrafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds toyou. 3.2. Unless otherwise agreed to in writing to the contrary, all fees for Services are deducted as disclosed in accordance to your pricing disclosures or subsequent communications. All settlements forVisa, Mastercard Discover, PayPal and American Express Card transactions will be net of Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to any of ourrespectiveAffiliates,whetheror not arising out of or relatedto this Agreement. 5.2. Should you have questions regarding any Non-Qualified fees (including Non-Qualified Interchange Fees or Non-Qualified Surcharge), submit aNon-Qualified Fee Inquiry (NFI) request in writing (either letter, fax or email) within 60 days from the mail date (post mark) of the monthly statement in question. Note that NFI requests received after the 60 day limit may not be considered for refund review. The subject line or reference at the top of your NFI requestmuststate“Non-QualifiedFeeInquiry.”YourNFI requestmust include your merchant name, merchant number, billing address, and themonthoftheprocessingstatementonwhichthenon-qualifiedfees appeared.Whenpossible,alsoincludeacopyofthestatementonwhich thefeesinquestionappear.Writtenfeeinquiriesshouldbesubmitted byemailtonfirequest@wellsfargomerchantservicesllc.com;viafaxto (954) 509-1822; or if mailed, sent to: Wells Fargo Merchant, Services, LLC, P.O. Box 6699, Hagerstown, MD 21740, Attn: NFI Investigations Unit. 3.3. All credits to your SettlementAccountor other paymentsto you are provisional and are subject to, among other things, our right to deduct fees, our final audit, Chargebacks (including our related losses), fees and fines imposed on us by the Card Organizations as a result of your acts or omissions. Youagree that we maydebit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from settlement funds or other amountsdue to you from us, or our respective Affiliates You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals,guarantorsorauthorizedsignors. 3.4. We will not be liable for any delays in receiptof funds or errorsin debit and credit entries caused by you or anyotherPerson.We will provide a written response to your NFI with an explanation. If through our research, we find that a refund is due, we will credit your account within 30 days from the date our research was completed. NFI requests not received in accordance with the foregoing shall not be subject to the response times set forth in this Section. 3.5. In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see Section 10.4) occur, we may, with or withoutnotice,changeprocessingor paymentterms and/orsuspendcreditsor other paymentsof any and all funds, money and amountsnowdueor hereaftertobecomedueto youpursuantto theterms of thisAgreement,untilwe have had reasonable opportunity to investigate such event. 5.3. All Authorization fees will be charged for each transaction that you attempt to authorize.All capture fees will be charged for each transaction that you transmit to us for settlement.If you are billed a combinedfee WFB2210(Rev00 –10/19)8 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 121  Packet Pg. 227 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (physically, electronically or otherwise provided by Us or others) reflectingfor both the authorization and capture of a transaction, the authorization 5.4. The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if yousignificantly alter your method of doing business,wemayadjustyourfeesforServiceswithoutpriornotice.5.12. If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our merchant statement or other statementsetting forththe amount due, then we may,in our sole discretion, charge you interest, for such time that the amount and all accruedinterestremainoutstandingatthelesserof (i) the per annum rate equal toBank’sthencurrentprimerateplustwopercent(2%),basedona 360dayyear,or(ii)themaximumratepermittedbyapplicablelaw. 5.5. The fees for Services set forth in this Agreement may be adjusted to reflect increases or new fees imposed by Card Organizations, including without limitation, interchange, assessments and other Card Organization fees,or to passthroughincreasesor new fees charged to us bythirdparties related to the Services.All suchadjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by the applicable Card Organization or third party as specified in our notice to you. 5.13. Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified elsewhere in the Agreement, including, without limitation the following,whichwe may add to or delete fromthis list as changesoccur in the Card Organization Rules or our Operating Procedures pursuant to Section2: 5.6. Subjectto Section10.3,we may also increase our fees or addnewfees for Services for any other reason at any time by notifying you thirty (30) daysprior to the effective date of any such change or addition. 5.7. If you receive settlement funds by wire transfer, we may charge a wire transferfeeperwire. 5.8. To the extent the Automated Clearing House (ACH) settlement process is used to effect debits or credits to your Settlement Account, youagree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your accountthrough the ACH networkand/orthroughdirectinstructions to the financial institution where your Settlement Account is maintained for amounts due under thisAgreementand under any agreementswith us or our respective Affiliates for any products or services, as well as for any creditentriesin error.Youherebyauthorizethefinancialinstitutionwhere your Settlement Account is maintained to effect all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to thefinancialinstitutionwhereyourSettlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our respective Affiliates for any productsor serviceshavebeen paid in full. • Card Organization fees, charges, fines, penalties, registration fees, or • Currency conversion was incorrectly calculated. NOTE: For Discover another approved currency. •Fees for Services not previouslycharged. Reversalof depositpostedto youraccountin error. • Debitfor Summary Adjustmentnotpreviously posted. • Reversalof Creditfordepositpreviously posted. • Debit for Chargeback never posted to youraccount. • Debit for EDC batch error fee.5.9. Youagree to pay any fines imposed on us by any Card Organization resulting from Chargebacks and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or feesimposed on us asa resultof acts or omissionsby your agentsorthirdparties. • Card Organization Merchant Chargeback/fraud monitoring fees – •Failure of transaction to meet Member ControllerAuthorization Service (“MCAS”) – Cardholder account number on exception file. 5.10. If your Chargeback percentage for any line of business exceeds the estimated industry Chargeback percentage, you shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry Chargeback percentage is subject to change from time totime by us in order to reflect changes in the industry Chargeback percentages reported by Visa, Mastercard, American Express, Discover or PayPal. Your Chargeback percentage will be calculated as the larger of (a) the total Visa, Mastercard, American Express, Discover and PayPal Chargeback items in any line of business in any calendar month divided by the number of Visa, Mastercard, American Express, Discover and PayPal transactions in that line of businesssubmittedthatmonth,or (b) thetotaldollaramount of Visa, Mastercard, American Express, Discover and PayPal Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa, Mastercard, American Express, Discover and PayPaltransactionsin thatline of business submitted in thatmonth. Original transaction currency (foreign) notprovided.• • Travel voucher exceeds maximumvalue. •Debit and/or fee for investigation and/or Chargeback costs related to • Costs arising fromreplacementor damage to equipmentrented. • Paymentof currentor pastdue amountsforanyequipmentpurchase, rentalorlease. • Incorrectmerchantdescriptor(nameand/orcity,state)submitted. • Incorrecttransactiondatesubmitted. • Shipping and handling fees. • Costs or expenses associated with responding to any subpoena, 5.11. You agree to promptly and carefully review your merchant statementsor otherdocumentsprovidedormadeavailabletoyou 6. Chargebacks 6.1. You shall be responsible for reimbursing us for all transactionsyou WFB2210(Rev00 –10/19)9 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 122  Packet Pg. 228 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 7.1.16. you will not at any time during the term of this Agreement, or until all amounts due under this Agreement have been paid in full, grant or pledge any security interestor lien in the Reserve Account,Settlement Accountor transactionproceedsto anyPersonwithoutourconsent; submit that are charged back. See the Operating Procedures for additional 6.2. Youshallreimburse us for any Chargebacks,return items,or other losses resulting from your failure to produce a Card transaction record requested by us within the applicabletime limits.7.1.17. the Card transaction is not a payment for a product or service that violatesfederal,state or local law in anyjurisdiction that may be applicable. 7. Representations; Warranties; Covenants; Limitations on Liability; Exclusion of Consequential Damages 7.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. 7.1. Withoutlimitinganyotherwarranties,representationsor covenants hereunder, you represent, warrant and covenant to us, and with the submission of each sales Draft reaffirm, the following representations, warranties and/or covenants: 7.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Cardholder directly with you, represents a valid obligation for the amount shown on the SalesDraft,preauthorizedorder,or Credit Draft, and does not involvethe use of a Card for any other purpose;7.3. IN NO EVENT SHALL EITHER PARTY, OR THEIR AFFILIATES OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS PROVIDED ELSEWHERE IN THISAGREEMENTSHALL NOTBE PROHIBITEDBY THIS PARAGRAPH. 7.1.2. each Card transaction representsan obligation of the related Cardholder for the amountof the Card transaction; 7.1.3. the amount charged for the Card transaction is not subject to any dispute,setofforcounterclaim; 7.1.4. each Card transaction amount is only for respective merchandise or services (including taxes, but without any surcharge) sold, leased or rented by you pursuant to your business as indicated on the Application and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, the merchandise or service was actually delivered to or performed for the person entering into the Card transaction simultaneously upon your accepting and submitting the Card transaction forprocessing; 7.1.5. with respect to each Card transaction, you have no knowledge or notice of any fact,circumstancesor defensewhichwould indicate thatsuch Card transaction is fraudulent or not authorized by the related Cardholder or which would otherwise impair the validity or collectibility of the Cardholder’s obligation arising from such Card transaction or relieve the Cardholderfromliabilitywithrespectthereto; 7.4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 13or7.5),OURCUMULATIVELIABILITYFORALLLOSSES,CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALLNOTEXCEED,(I)$50,000;OR(II)THEAMOUNTOFFEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS. 7.1.6. each Card transaction is made in accordance with these Card General Terms, Card Organization Rules and the Operating Procedures; 7.1.7. each Sales Draft is free of any alteration not authorized by the related Cardholder; 7.1.8. you have completed one Card transaction per sale; or one Card transactionper shipmentof goodsfor which the Cardholder hasagreed to partial shipments;7.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 13), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.4, 3.6 OR 22.1, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS SET BY THE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME. 7.1.9. you are validly existing,in good standing and free to enter into this Agreement; 7.1.10. eachstatement made on the Application or otherinformation providedto us in supportof thisAgreementistrue andcorrect; 7.1.11. you are notdoingbusinessunder a name or style notpreviously disclosed tous; 7.1.12. you have not changed the nature of your business, Card acceptance practices, delivery methods, return policies, or types of products or services sold requiring a different Merchant Category Code (“MCC”) under Card Organization Rules, in a way not previously disclosed tous; 7.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU INANY WAY WITH RESPECT TO NON -BANK SERVICES. 8. Confidentiality7.1.13. you will use the Services only for your own proper business purposesandwillnotresell,directlyor indirectly,anypartof theServices toanyPerson; 8.1. Unless you obtain consents from us and each applicable Card Organization, Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall 7.1.14. you have not filed a bankruptcy petition not previously disclosed tous; 7.1.15. you own and control the SettlementAccount,and no third party security interest or lien of any type exists regarding the Settlement Account or any Card transaction. WFB2210(Rev00 –10/19)10 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 123  Packet Pg. 229 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 addition to all other available remedies, to redress any breach.use proper controls for and limit access to, and render unreadable prior 8.4. We will keep confidential any information we receive from Client via its use of the Services. Exceptions are that we may disclose such information (a) to third parties as appropriate to provide the Services (b) to our internal and external auditors, attorneys and regulators (c) as required or permitted by law, regulation or court order (d) to our respective Affiliates as appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related services for you for the purpose of providing additional products and services to you (“Transaction Data”), other merchants, or third parties. This includes collecting, using, and de-identifying cardholder information, dates, amounts, and other Transaction Data to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other merchants’ transaction data to provide you, other merchants, and third parties with analytic products and services. 8.2. Youacknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Client’s business. Upon a bankruptcy, insolvency or failure of Client’s business all Card transaction information must be returned to Servicers or acceptable proof of the destruction of all Card transactioninformationmustbe providedto Servicers. 8.3. You will treat this Agreement, the Card Organization Rules and any information supplied or otherwise made accessible by us or our agentsas confidential,including withoutlimitation,(i) informationabout the products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies of Servicers, their respective Affiliates and the customers, clients and suppliers of any of them; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secretin the sense that its confidentiality affords Servicersa competitive advantageoveritscompetitors;and(iii)allconfidentialorproprietary concepts,documentation,reports,data,specifications,computersoftware, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to anythirdparties,provided,however,that theserestrictionsdo not apply to information:(a)rightfullyobtainedon a non-confidentialbasisfroma Personandyouragentsandrepresentatives, which Person was not subject to a duty of confidentiality, (b) rightfully and independently known by you on a non-confidential basis prior to its disclosure or (c) generally available to the public other than through any disclosurebyor faultof you,youragentsor representatives. 8.5. You shall not assign to any Person, the rights to use the Marks of Servicers, our agents or the CardOrganizations. 8.6. All rights,title,and interestin and to allintellectualproperty related to the Services(includingwithout limitation, the contentof any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods),owned,developedor licensed by us priorto,during the term of, or after the Agreement,or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties,ourexclusiveproperty. 8.7. Client agrees that we may obtain relevant information from any applicable telecommunications provider utilized by Client, as necessary to investigateanyallegation of fraud,suspected fraud or other actual or alleged wrongful act by Client in connection with the Services. 8.8. Client will not: (a) use the Services in any way other than in accordance with this Agreement, any supplied documentation, or as otherwiseinstructedbyusin writing;(b) usetheServices,eitherdirectly or indirectly, to develop any service or product that competes with the Services;(c)disassemble,decompile,decrypt,extract,reverseengineer,or otherwiseattempttoaccess,ascertain,reconstruct,derive,orappropriate for any reason or purpose (i) the source code for any software, or (ii)any algorithm,process,procedure,idea,orotherinformationcontainedinthe Services;(d)modify,translate,oraltertheServicesinanymanner;(e)create derivative works of or based on the Services; (f) disclose or provide the Services to, or permitthe Services to be accessedor used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copiesof the Services,exceptfor (i) backup/archivalpurposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Services as long as any such copies containallappropriateproprietarynotices;(h) remove,relocate,ormodify anyproprietaryrightsnoticesrelatingto the Services; (i) attempt to access, or actually access,portionsof theServices notauthorizedby us foruse; (i) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted hereunder; (k) use the Services for any unlawful purpose; (l) use, access, transfer,move,relocate,ship,or transshipthe Servicesoutside of the United States without obtaining our advance written consent; or (m) circumvent, or attemptto circumvent,anyapplicablesecuritymeasuresof the Services. 8.3.1. Our confidential information shall be used by you only to exercise your rights and to perform your obligations hereunder. Client shall receive our confidential information in confidence and not disclose the confidentialinformation to any third party,exceptas may be agreedupon in writing by us. Client shall safeguard all of our confidential information using a reasonable degree of care, but not less than that degree of care used by it in safeguardingitsown similar information or material.Upon requestby us or upon termination of thisAgreement,Clientshallreturn to us or destroyallof ourconfidentialinformationin itspossessionor control. 8.3.2. The obligations of confidentiality and restrictions on use in this Section shall not apply to any confidential information that: (i) was in the public domain prior to the date of the Agreement or subsequently came into the public domain through no fault of Client; (ii) was received from a third party free of any obligation of confidence of Client to the third party and which third party, to Client’s knowledge, was not under an obligation to keep the informationconfidential; (iii) was already in Client’spossession priortoreceiptfromus;(iv)isrequiredtobedisclosedbylaw,regulation or court order after giving us as much advance notice as practical of the possibility of disclosure; or (v) is subsequently and independently developed by Client’s employees, consultants or agents without use of or reference to our confidential information. 8.3.3. Except as specifically provided for herein, this Section does not confer any right, license, interest or title in, to or under our confidential information to Client. Except as specifically provided for herein, no license is hereby granted to Client under any patent, trademark, copyright, trade secretorotherproprietaryrightsofours. 9. Assignments 9.1. Any transferor assignmentof this Agreementby you, without our priorwrittenconsent,byoperationof laworotherwise,isvoidablebyus. Any transfer of voting controlof you or your parent shall be considered an assignmentor transferof thisAgreement.Furthermore,youshall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee’s or assignee’s Submission 8.3.4. Client acknowledges that breach of the restrictions on use or disclosureof any of ourconfidentialinformationwouldresultin immediate and irreparable harm to us, and money damages would be inadequate to compensate for that harm. We shall be entitled to seekequitable relief,in WFB2210(Rev00 –10/19)11 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 124  Packet Pg. 230 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 the Services, throughout the term of this Agreement.of Card transactions to us for processing. For purposes of this Section 9, 10.4. If any of the following events shalloccur (each an “Event of Default”): 9.2. The payment services provided by us require access to a single bank account in which we may initiate both credits and debits. You may not enterinto anyagreementthatwouldrequire,in anycircumstanceor event, the transfer of any payments or proceeds from Card transactions covered by thisAgreementto the custody or controlof any third party. You may not assign any rights, including the right of payment under this Agreement, to any other person.In the event that you make an assignmentof (or provide a security interest in) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the bank account of the assignee,(b) terminate thisAgreement 10.4.1. a materialadverseor otherchange in your business,financial conditionorbusinessprospects;or 10.4.2. anyassignmentor transferof votingcontrolof you or yourparent; or 10.4.3. a sale of all or a substantialportionof yourassets;or 10.4.4. irregular Card sales by you, excessive Chargebacks, noncompliancewithany applicable data securitystandards,asdetermined immediately,or (c) charge for any transfers that we are called upon to make 9.3. Another Visa and Mastercard member may be substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and Mastercard transactions. Upon substitution, such other Visa and Mastercard member shall be responsible for all obligations required of Bank for Visa and Mastercard transactions, including without limitation, full responsibility for its Card program and such other obligations as may be expressly required by applicable Card Organization Rules.Subject to Card Organization Rules, we may assign or transfer this Agreement and our rights, duties and obligations hereunder and/or may delegate or subcontract our rights, duties and obligations hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship,assetforthin theprecedingparagraph,orotherwise,without noticeto youor yourconsent. 10.4.5. anyofyourrepresentations,warrantiesorcovenantsinthis Agreementarebreachedin anyrespect;or 10.4.6. you default in any material respect in the performance or observanceof any term,covenant,condition or agreementcontained in this Agreement, including,without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 11; or 10.4.7. you default in any material respect in the performance or observanceof any term,covenantor condition contained in any agreement with any of ourrespectiveAffiliates; 10.4.8. you default in the paymentwhen due, of any material indebtedness for borrowed money; or9.4. Except as set forth elsewhere in this Section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party’s assets or business, shall have any right to continue, assume or assign this Agreement. 10.4.9. you file a petition or have a petition filed by another party under the U.S.bankruptcy code or any other laws relating to bankruptcy, insolvencyorsimilararrangementforadjustmentof debts;consentto or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of you or of a substantial part of your property; or make a general assignment forthebenefitof creditors;or takeanycorporateactionforthepurposeof authorizing any ofthe foregoing; or 10. Term; Events of Default 10.1. This Agreement shall become effective upon the date this Agreement is approved by our CreditDepartment. 10.2. The initial term of this Agreement shall commence as of the date of the first transaction submitted for processing to us and shall continue in force for three years. Thereafter, it shall renew for successive one year terms unless and until you provide written notice at leastninety(90)days priorto the end of the then current term or we provide you with notice in accordance with the Agreement. Should you fail to notify us in writing of your request to terminate you acknowledge and agree you will continue to be charged feespursuantto thisAgreementnotwithstandingnon- use of your account. If you have an equipment lease, termination of the Agreementwill notterminate your lease or change any of your obligations under that lease (including your obligation to make monthly lease payments). yourindependentcertifiedaccountantsshallrefuseto deliveran10.4.10. unqualified opinion with respect to your annual financial statements and 10.4.11. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S.Department of the Treasury or your breach, as determined by Servicers, of Section 25.2 (“Compliance with Laws”);then,upontheoccurrenceof(1)anEventofDefaultspecified insubsections10.4.4,10.4.9or10.4.11,wemayconsiderthisAgreement to be terminatedimmediately,withoutnotice,andallamountspayable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days’ notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. 10.3. Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 20 days’ advance notice to you. We may terminate thisAgreementimmediately or with shorternotice upon Event of Default as provided under Section 10.4 of this Agreement. You may terminate this Agreement without penalty in the event of a material breach of this Agreement by Servicers. In the event we provide notice to you of any new fees or increasesin existingfeesforServices,pursuantto Section5.6, youmayterminate thisAgreementwithoutfurthercauseor penaltyby notifying us that you are terminating this Agreement prior to the effective date of such new fees or increases. However, maintaining your merchant accountor your continued use of the Servicesafter the effective date of any such fee changes shall be deemed your acceptance of such fee changes for 10.5. Neither the expiration nor termination of this Agreement shall terminate the obligationsand rightsof the partiespursuantto provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligationsassociatedwith transactions youhavesubmitted to us will to survive termination of this Agreement until finally and WFB2210(Rev00 –10/19)12 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 125  Packet Pg. 231 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 consistent with our liability for your Card transactions and Chargebacks inirrevocably paid in full and settled. 10.6. If any Event of Default occurs and regardless of whethersuch Event of Defaulthas been cured,we may, in our sole discretion,exerciseallof our rights and remedies under applicable law and this Agreement, including, withoutlimitation,exercisingourrightsunderSection11.11.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges and amounts due from you, or if the funds in the ReserveAccount have been released, you agree to promptlypayus such sums upon request. 10.7. In the event you file for protection under the U.S.bankruptcy code or any other laws relating to bankruptcy, insolvency, assignment for the benefitof creditorsor similar laws, and you continue to use ourServices, it is your responsibility to open new accountsto distinguishpre and post filing obligations. Youacknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically segregateyourpost-filingtransactionsor preventset-offof thepre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you mayclaim. 11.4.1. Tosecure your obligations to us and our respective Affiliatesunder this Agreement and any other agreement for the provision of equipment products or services (including any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to us a first priority lien and security interestin and to (i) the ReserveAccount and(ii) any of your funds pertaining to the Card transactions contemplated by this Agreement now or hereafterinourpossession,whethernoworhereafterdueor tobecome due to you from us. Any suchfunds,money or amountsnow or hereafterin our possession may be commingled with other funds of ours, or, in the case of any funds held pursuant to the foregoing paragraphs, with any other fundsof othercustomersof ours.In additionto any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, we are hereby authorized by you at any time and from time to time, without notice or demand to you or to any other Person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to us and our respective Affiliates under this Agreement and any other agreement with us or any of ourrespectiveAffiliatesfor any related equipment or related services (including any check warranty and check verification services), whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as we may reasonablyrequestto perfectandconfirmthelien,securityinterest,rightof set off,recoupmentand subordination set forth in thisAgreement. 10.8. The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge thatwe may be requiredto report your business name and the names and other information regarding its principals tothe Card Organizations for inclusion on such list(s). Youexpressly agree and consent to such reporting if youare terminated as a resultof the occurrenceof an Eventof Defaultor for any reason specified as cause by Visa, Mastercard, Discover, PayPal or American Express. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 10.9. After termination of thisAgreementfor anyreasonwhatsoever,you shall continue to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereaftermaybecomedue underthisAgreement. 10.10. After the initial term of this Agreement, if your merchant account is determined to be inactive as determined in our sole discretion, we may cancelthisAgreementwithoutfurther notice.Inactivitywillbe determined by an extended period of time with no transactions processed by us on yourbehalf.11.4.2. To the extent funds are held in a separate Reserve Account, the ReserveAccountshallbe subjectto (i) Servicers’securityinterestpursuant to this subsection 11.4, and (ii) an account control agreement (as defined by the applicable sections of the Uniform Commercial Code, hereinafter referred to as “Control Agreement”) among you, the institution at which the Reserve Account is held (such institution hereinafter referred to as “Settlement Account Bank”) and Servicers (such investment account hereinafter referred to as the “Control Account”). The Control Agreement shall be in form and substance satisfactory to Servicers. The Settlement Account Bank shall be a national bank which is mutually acceptable to you andServicers. In the event we close this Agreement for inactivity, the early termination fee will not apply. 11. Reserve Account; SecurityInterest 11.1.Youexpressly authorize us to establish a Reserve Account to help mitigate our risk exposure under this Agreement. The decision to establish a Reserve Account (and the amount thereof) lies exclusively with us, and you understand that you are obligated to fund such account pursuant to the terms and conditions set forth in this Section 11. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processinghistory (whereapplicable)and the potentialriskof loss to us as wemaydeterminefromtimetotime.11.4.3. For sake of clarification and notwithstanding anything in the Agreement to the contrary, in the event Servicers deduct, holdback, suspend, off set or set off anysettlementmoniesor amountsotherwisedue you pursuant to the terms of this Agreement (collectively, Set Off Funds), you acknowledge that such Set Off Funds will be held in a commingled Reserve Account(s) of Servicers unless such Set Off Funds are wired or deposited by Servicers into any Control Account, pursuant to a Control Agreement in which case Servicers will transfer Set Off Fundsfrom their commingled Reserve Account(s) to the Control Account as soon as practicable using commercially reasonable efforts. 11.2. The Reserve Account shall be fully funded upon three (3) days’ notice to you, or in instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may be immediate. SuchReserve Account may be funded by all or any combination of the following: (i) one or more debits to your Settlement Account or any other accounts held by Bank or any of its Affiliates at any financial institution maintained in the name of Client, any of its principals, or any of its guarantors, or if any of the same are authorized signers on such account; (ii) any payments otherwise due to you, including any amount due from TeleCheck; (iii) your deliveryto us of a letterof credit; or (iv) if we so agree, your pledge to us of a freely transferable andnegotiable certificate of deposit.Any suchletter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a formsatisfactory to us. In the event of termination of thisAgreementby any party,an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ten (10) months aftertermination of thisAgreementor for such longer period of time as is 11.4.4. If in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncertificated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the “Certificate of Deposit Control Agreement”) by, between and among Customers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the WFB2210(Rev00 –10/19)13 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 126  Packet Pg. 232 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 of this Agreement,in which case the terms of thisSection 14 willcontrolforCertificate of Deposit Control Agreement and the financial institution that 12. Financial and Other Information 12.1. Upon request, you will provide us and our Affiliates, quarterly financial statements within 45 days after the end of eachfiscalquarterand annual audited financial statements within 90 days after the end of each fiscalyear.Suchfinancialstatementsshallbe preparedin accordance with generally accepted accounting principles. You will also provide such other financialstatementsand other information concerningyour business and your compliance with the terms and provisions of this Agreement as we may reasonably request. You authorize us and our Affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whetherto accept thisAgreementand our continuing evaluation of your financial and credit status. We may also accessand use information which youhaveprovided to Bank for any other reason.Uponrequest,youshallprovide,and/orcauseto be provided,to usandourAffiliates,or ourrepresentativesor regulators(aswellasthose of the Card Organizations) reasonable access to your or your providers’ facilities and records for the purpose of performing any inspection and/ or copying of your books and/or records deemed appropriate. In such event, you shall pay the costsincurred by us or our Affiliatesfor such inspection, including,butnot limited to, costsincurred for airfare and hotel accommodations. Section 12.1 shall not be in force as long as you provide Wells Fargo Bank, N.A. with your current financial statements (e.g., as a requirementofyourlendingorothercommercialrelationshipwith Wells Fargo Bank, N.A. or its Affiliate) and Wells Fargo Bank, N.A. is permitted to disclose your financial statements to Wells Fargo Merchant Services upon request. In the event you terminate your commercial lending relationship with Wells Fargo Bank, N.A., you shall be obligated to satisfy the requirements of this Section 12.1. 14.2. If you accept American Express under the American Express EDC Program, you understand that if, based upon your anticipatedCard transaction volume you do not qualify for our full service program but have otherwise been approved for accepting American Express transactions, then (a) your authorizations will be obtained from and funded by American Express, (b) American Express will provide you with its own agreement that governs those transactions, and (c) you understand and agree that (i) we arenotresponsible andassume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and (ii) American Express will charge additionalfeesfor the services they provide. If, based on your anticipated Card transaction volume, you do qualify for our full service program, then your acceptance of American Express will be governed exclusively by this Agreement. 14.3. If you accept JCB, Diners Club International, UnionPay, BCcard, and Dinacard cards, you agree to be bound by the Discover provisions of this Agreement. You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and Dinacard transactions will be processed under and will be subject to Discover Card Organization Rules. 14.4. If you accept Voyager and/or WEX Cards, you agree to be bound by the WEX and/or Voyager rules. You also agree to be bound by all other provisions of this Agreement which are applicable to WEX and/or Voyager.12.2. You will provide us with written notice of any judgment, writ, warrantofattachment,executionorlevyagainstanysubstantialpart(25% or morein value)of yourtotalassetsnotlaterthanthree(3)daysafteryou becomeawareofsame. 14.5. If you execute a separate WEX Merchant Agreement, (WEX Non FullServiceProgram),youunderstandthatwe willprovidesuchagreement to WEX, but that neither we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Cards unless and until WEX executes your WEX Merchant Agreement. If WEX executes your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX transactions are processed, authorized and funded by WEX. You understand that WEX is solely responsible for all agreements that govern WEX transactions and that we are not responsible and assume absolutely no liability with regard to any such agreements or WEX transactions, including but not limited to the funding and settlement of WEX transactions. Youunderstand that WEX will charge additional fees for the servicesthatitprovides. 13. Indemnification 13.1. You agree to indemnify and hold us and the Card Organizations harmless from and against all losses, liabilities, damages and expenses: (a) resultingfromtheinaccuracyor untruthfulnessof anyrepresentation orwarranty,breachofanycovenantoragreementoranymisrepresentation by you under thisAgreement; (b) arising out of your or your employees’ or your agents’ negligence or willfulmisconduct,in connectionwithCardtransactionsor otherwise arising fromyour provisionof goodsand services to Cardholders; 14.6. If you elect to participate in the WEX Full Service Program, the following terms andconditions shall apply:(c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer). a) You shall provide, at your own expense,allequipmentnecessary to permit the electronic acceptance of the WEX Cards, including the operation and maintenance of the equipment, telecommunication link, and provision of all networking services;13.2. We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreementor arising out of our or our employees’ gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Non-Bank Services. b) All authorization request data for WEX Card sales must include WEX Cardholder account number, vehicle number, Card expiration date, driver identification number; and the amountof the transaction,date and time of the transaction, quantity of goods sold, unit price, and product code (the “Authorization Request Data”). All manual WEX Card sales (i.e., sales facilitated by a card imprinter) must include an Authorization number or other approval code from WEX along with the aforementioned Authorization Request Data; 14. Special Provisions Regarding Non-Bank Services 14.1. Certain Card transactions may be provided to you by Processor and not by Bank. These are considered “Non-Bank Services ”, and may include certain Discover, American Express, Voyager and WEX Card transactions. This Section 14 applies to such Non-Bank Services. Services provided, transactionsprocessedandothermatterscontemplated under thisSection 14 are subject to the rest of the Agreement, as applicable, except to the extentthetermsof thisSection14directlyconflictwithanotherprovision c) You shall not submit a WEX Card sale for processing when a WEX Card is not presented at the time of the WEX Cardsale; d) You shall complete a WEX Card sale only upon the receipt of an Authorization approval message and not accept a WEX Card when an WFB2210(Rev00 –10/19)14 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 127  Packet Pg. 233 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • In additionto theinformationprovidedunderSection32 (Settlement) of the Operating Procedures, settlement of Voyager transactions will generally occur by the fourth banking day after we process the applicable card transactions. We shall reimburse you for the dollar amount of sales submitted for a given day by you, reduced by the amount of Chargebacks, tax exemptions, discounts, Credits, and the fees set forth in the Application. Neither we nor Voyager shall be required to reimburse you for sales submitted more than sixty (60) days from the date of purchase. expired Card/decline message is received; e) You shall not submit a WEX Card sale for processing until the goods havebeendeliveredorservicesperformed; f) You shall not accept a WEX Card where the WEX Card appears to be invalid or expired or there is reasonable belief that the WEX Card is counterfeit or stolen; g) You shall provide a copy of the receipt for a WEX Card sale, upon the requestof theCardholder,to theextentpermittedbyapplicablelaw,which shall not include the full account number or driveridentificationnumber; • For daily transmission of sales data, you shall securely maintain true and complete records in connection with the information required to be providedunderthisparagraphfora periodof notlessthanthirty-six(36) months from the date of the generation of the data. You may store records on electronic media, if secure. You are responsible for the expense of retaining sales data records and SalesDrafts. h) You shall require the Cardholder to sign a receipt when a WEX Card sale is notcompleted by an islandCard reader; i) You shall take allcommercially reasonableefforts to protectmanual WEX Card sales data from fraud ormisuse;• In addition to the scenariosidentified in Section 36.1.4 of the Operating Proceduresthatcould cause an authorization related Chargebackto occur with respect to Voyager transactions, Chargebacks shall be made in accordance with any other Voyager rules. Notwithstanding termination or expiration of this paragraph or the Agreement, you shall remain liable for all outstanding Chargebacks on Voyager transactions. j) You shall not divide the price of goods and services purchased in a single WEX Card sale among two or more sales receipts or permit a WEX Card sale when only partial payment is made by use of the WEX Card and the balance is made with another bank Card; k) You shall securely maintain a record of all WEX Card sales, including the Authorization Request Data, for a period of one year and produce such recordsupon the reasonable requestof WEX; • In addition to the information provided under Section 7 (Representations; Warranties; Covenants; Limitations of Liability; Exclusion of Consequential Damages) of the Card General Terms, in no event shall our cumulative liability to you for losses, claims, suits, controversies, breaches or damages for any cause whatsoever in connection with Voyager transactions exceed the lesser of $10,000.00 or the Voyager Transaction Fees paid by you to us for the two months prior to the action giving arise to the claim. l) You shall notify Processor of any errors contained within a settlement reportwithinfortyfive(45)daysofreceiptofsuchreport.Processorwillnot acceptreprocessing requests for WEX transactions older than 90 days; m) You shall allow WEX to audit records, upon reasonable advance notice, related to the WEX Full Service;and n) Youshall retransmit WEX Card sales data when reasonably requested to doso.• Notwithstanding anything in this Agreement to the contrary, our obligation to provide services to you relating to any Fleet Card will terminate automatically without penalty to us or the related Card Organization upon the earlier of (i) the termination or expiration of our agreementwithsuchCardOrganization,(ii)at leasttwenty(20)daysprior written notice by us to you;(iii)yourfailureto complywithmaterialterms relating to such Fleet Card transactions, or (iv) written notice, if an Card Organization discontinues its Card. o) Client acknowledges and agrees that its sole remedies with respect to the WEX Full Acquiring services shall be against Processor for the WEX Full Acquiring Services and not WEX, except to the extent that WEX knows of any fraud related to the WEX Cards and fails to provide notice of such fraud or WEX commits fraud in respect to the WEX Full Acquiring Services. 14.7. If you accept Voyager Cards:14.8. If you accept PayPal Cards you understand that the following requirements apply to PayPal Card transactions in addition to the informationrequiredin thisAgreement:• In addition to the information stated in Section 26 (Mastercard,Visaand Discover, PayPal and American Express Acceptance) of the Operating Procedures,youshould check Fleet Cards for any printed restrictionsat the point of sale. •Only PayPal’s in-store, Card present transactions are eligible for processing under this Agreement. Online, cash over, cash advance, • In addition to the information provided under Section 26.5 (Special Terms) of the Operating Procedures, you shall establish a fair policy for the exchange and return of merchandise.Youshallpromptly submit Creditsto us for any returns that are to be credited to a VoyagerCard holder’s account. Unless required by law, you shall not give any cash refunds to any Voyager Card holder in connection with a sale. •Youwill provide us with information about the Card transactionsyou conduct including data related to your Authorization requests, Card • InadditiontotheinformationrequiredunderSection28.1(Information Required) of the OperatingProcedures,the followinginformationmust be contained on the single page document constituting the Sales Draft for Voyager transactions: • You will provide us with aggregate and individual information about the Card transactions you accept; including, the number, type and kind of transactions you conduct, your disputes, your business operations, your merchant category code information, and any other information you are requiredtoprovideunderthisAgreement.– Time oftransaction. • You will not use, store, retain or otherwise disclose any of PayPal’s confidential information, Cardholder data, magnetic stripe track data, or PayPalCard transactiondata (other than as necessary to complete a transaction). – Type of fuel sold. – As permitted by the applicable POS device, odometer reading. – For all cashier-assisted Sales Drafts and Credit Drafts processed manuallyusinga cardImprinterif required,theidentificationnumberfrom the source credentials provided by Cardholder to validate Cardholder’s identity(e.g.,Driver’sLicensenumber). • You will not use a PayPal Cardholder’s personal information for marketingand/orotherpurposeswithoutexplicitconsentfromthe Cardholder. • If an increase in the number of Voyager transaction authorization calls from you not due to our or Voyager system outages in excess of 15% for a given month as compared to the previous month occurs, we may, in our discretion,deducttelephone charges,notto exceed$.25(25cents)percall, for the increasedcalls,fromyour settlementof yourVoyagertransactions. 15.Special Provisions for Debit Card The special provisions outlined in this Section 15 apply only to those Debit Card transactions that are processed by a Cardholder entering a PIN unless the transaction is a debit network supported PINless Transaction. WFB2210(Rev00 –10/19)15 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 128  Packet Pg. 234 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • You must issue a receipt to the Cardholder upon successful completion of a transaction and effect PAN Truncation on it.A PINless transaction is a Debit card transaction that a merchant • You may not manually enter the account number for PIN Debit transactions. Signature Debit transaction may be key entered if you are unable to swipe the Card.The accountnumber must be readelectronically from the Magnetic Stripe/chip for transactions authenticated with aPIN. If the Magnetic Stripe/chip is unreadable, you must request another form of payment from the Cardholder. Do not obtain a signature if PIN authentication is not supported or available.15.1. Debit Card Acceptance. Most, but not all, Debit Cards can be accepted at the point of sale at participating locations. Examine the back of the Debit Card to determine if the Card participates in a network that you are authorized to accept. The Network mark(s) will usually be printed on the back of the Card. If the Debit Card is valid and issued by a participating network,youmustcomplywiththefollowinggeneralrequirementsfor all participating networks, in addition to any specific requirements of the network. •Any applicable tax must be included in the total transaction amount for which authorization is requested. Tax may not be collected separately in •YOU ARE RESPONSIBLE FOR SECURING YOUR POS DEVICES AND FOR IMPLEMENTING APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING REFUNDS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. • Youmust honor all valid Debit Cards when presented that bear authorized network marks. • Youmust treat transactionsby Cardholdersfrom all Issuers in the same manner. 15.3. Cash Back From Purchase. You may offer cash back to your customers when they make a PIN Debit Card purchase, if cash back is supported by the PIN Debit Network associated with the PIN Debit Card presented by your customer. You may set a minimum and maximum amount of cash back that you will allow. If you are not currently offering this service, your POS device may require additional programming to begin offering cash back as long as it is supported by the Debit network. • You may not establish a minimum or maximum transaction amount for Debit Cardacceptance. •You may process cash back or store credit on PIN Debit Cards on a merchandise return according to your store policy. • You may not require additional information, beside the PIN, for the completion of the transaction unless the circumstances appear suspicious. A signature is not required for Debit Card transactions. 15.4. Settlement. You must reconcile your accounts for each location daily and notify us within24 hoursof anyissues. 15.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit Card transaction that has been processed in error. For Signature Debit transactions (including “no signature” signature debit transactions), both the Cardholder and the Card Issuer have the right to question or dispute a transaction. If these questions or disputes are not resolved, a Chargeback may occur. You are responsible for all adjustment and Chargeback fees that may be charged by a Debit network. Some PIN networksmayhaveestablishedminimumamountsforadjustments. • You shall not disclose transactionrelated information to any party other than your agent, a network, or issuing institution and then only for the purposeofsettlementorerrorresolution. • You may not process a Credit Card transaction in order to provide a refund on a Debit Cardtransaction. 15.2. Transaction Processing.The following general requirements apply to all Debit Cardtransactions. There are several reasons for adjustments being initiated:• All Debit Card transactions must be authorized and processed electronically.Thereisnovoiceauthorizationor Imprinterprocedurefor Debit Card transactions. •TheCardholderwaschargedan incorrectamount,whethertoo littleor too much. • You may not complete a Debit Card transaction that has not been authorized. The Cardholder should be instructed to contact the Issuer to find out why a transaction received a Referral or decline response. If you cannot obtain an authorization at the time of sale, you should request anotherformof paymentfromthe customeror processthetransactionasa Store and Forwardor Resubmission,in which case you assume the riskthat the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuing Bank to find out why a transaction has beendeclined. •The Cardholder wascharged more than once for the same transaction. • A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale. •A Cardholder is disputing the goods orservices provided. •All parties involved in processing adjustments and Chargebacks are regulated by time frames that are specified in the operating rules of the • Unless the transaction is a network supported PINless Transactionyou may not complete a Debit Card transaction without entry of the Personal Identification Number (PIN) by the Cardholder (and no one else) or signature by the Cardholder(andno oneelse). 16.Special Provisions Regarding Electronic Benefit Transfer (“EBT”) If you elect to engage in EBT transactions, the terms and conditions of this Section 16 shall apply. • The PIN must be entered into the PIN pad only by the Cardholder. You EBT transactions are provided to you by Processor and not by Bank. The Servicesprovided,transactionsprocessedandothermatterscontemplated under this Section 16 are subject to the rest of this Agreement, as applicable,exceptto the extentthe terms of this Section 16 directlyconflict with another section of this Agreement, in which case the terms of this Section16willcontrolforpurposesofEBTtransactions;provided,however, that Bank is not a party to this Agreement insofar as it relates to EBT transactions, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words “we,” “our” and “us” referonlyto the Processor and not to theBank. cannotacceptthe PIN from the Cardholderverbally or in written form. • The Debit Network used to process your debit transaction will depend upon,amongother things,our own business considerations,the availability of Debit network at the time of the transaction and whether a particular Debit Card is enabled for a particular Debit network. The Debit network used to route your transaction may or may not be the lowestcostnetworkavailable.Wemay,in oursolediscretion(i) use any Debit network available to us for a given transaction (including any of our affiliated PIN Debit networks) and (ii) add and/or remove Debit networks available to you based on a variety of factors including availability,features, functionalityandourown businessconsiderations.We offer electronic interfaces to EBT networks for the processing, settlement and switching of EBT transactions initiated through the use WFB2210(Rev00 –10/19)16 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 129  Packet Pg. 235 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 i. An authorizationnumber for the amountof the purchase must be received by you from the applicable EBT service provider while the respective EBT customer is present and before youprovide such EBT customer with any FNS, SNAP and WIC Benefits, or Cash Benefits, as applicable. You must not attempt to voice authorize a manual EBT transaction if the EBTcustomer is not present to sign the voucher. of a state-issued EBT card (“EBT Card”) at your POS Terminal(s) for the The EBT customer must sign the voucher. A copy of the voucher should be given to the EBT customer at the time of authorization and you should retainonecopyforyourrecords.16.1. Acceptance of EBT Benefits. You agree to accept EBT Cards and provide EBT benefits to EBT customers through the use of POS Terminals, PIN pad and printer or other equipment that meet required standards set forth in the EBT Rules(including those set out in the Quest Rules) (“Authorized Terminal”) during your normal business hours, in a manner consistent with your normal business practices. ii. Specified EBT customer, clerk and sales information, including the telephoneauthorizationnumber,mustbe enteredproperlyandlegiblyon themanualsalesdraft. iii. All manual voucher authorizations must be cleared on your Authorized Terminal within 14 days after the date of applicable voice authorization. Vouchers cannot be cleared by any manner except by your Authorized Terminal therefore you should never mail vouchers requesting payment.If a voucherexpiresbefore it has been cleared byyourAuthorized Terminalfor payment,no further action can be taken to obtain paymentfor thevoucher. The “EBT Rules” means (i) all procedures that we establish and provide to you from time-to-time regarding your acceptance of EBT Cards and provision of EBT benefits to EBT customers; (ii) the Quest Rules, as amended from time-to-time, issued by the National Automated Clearing House Association and as approved by the Financial Management Service of the U.S. Treasury Department, as necessary (and any rulesthatsucceed or replace the QuestRules); and (iii) other such laws, rules, regulations and procedures that are applicable to the acceptance of EBT Cards and the provision of EBT benefits by you under thisSection 16, including without limitation, laws pertaining to delivery of services to EBT customers and EBT customer confidentiality, the federal Civil Rights Act of 1964, Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Clean Air Act, Clean Water Act, Energy Policy and Conservation Act, Immigration Reform and Control Act of 1986, regulations issued by the Department of Agriculture pertaining to Food Stamp Program, and, any additional procedures specified by the state regarding lost EBT Cards, forgotten PINs, discrepancies in benefits authorized and similar matters by providing EBTcustomerswith information such as telephone numbers and addresses of the state or other appropriate agencies. The “Food Stamp Program” is the government benefits program operated under the authorityof the Food Stamp Act of 1964. iv. In the eventthat, due to EBT host failure, EBT benefit availability for an EBTcustomercannotbe determinedat thetimeyourequestauthorization, the maximum authorized manual transaction and benefit encumbrance will be $40.00 or suchother state specific floor limit as set forth in the most currentversion of the applicableEBTRules. v. Except as specifically provided in the applicable EBT Rules, you will not be reimbursed and will be solely responsiblefor a manualtransactionif you fail to obtain an authorization number from the applicable EBT service provider as set forth in this Section 16 or otherwise fail to process the manualtransaction in accordancewith the EBTRules. vi. If you have not received an authorizationnumber in accordancewith paragraph 16.1 above, you may not “re-submit” a manual sales draft for paymentforthetransaction. 16.3.Acceptance of EBT Cash Benefits. If you agree to accept EBT Cards and to provide Cash Benefits, you agree to maintain adequate cashYou will provide EBT benefits to EBT customers, in accordance with applicable law and the procedures set out in the EBT Rules, in the amount authorized through your Authorized Terminal upon presentation by an EBT customer of an EBT Card and such EBT customer’s entry of a valid PIN. If the Authorized Terminal fails to print EBT benefit issuance information asapproved andvalidated asa legitimate transaction,youwill comply with the proceduressetforthin the EBT Rules for authorizationof EBT benefits in such instance.Youare solely responsible for your provision of EBT benefits other than in accordance with authorizations timely received from EBT service provider. You will not resubmit any EBT Card transaction except as specifically permitted by the applicable EBT Rules and procedures.Youmust provide a receipt for each EBT transaction to the applicable EBT customer. 16.4.Interoperability. If you accept Cards and provide EBT benefits (FNS, SNAP and WIC Benefits and/or Cash Benefits), you must do so for You will not accept any EBT Card for any purpose other than providing EBT Benefits, including without limitation accepting an EBT Card as security for repayment of any EBT customer obligation to you. In the event of any violation of this provision, you will be obligated to reimburse the state or us for any EBT benefits unlawfully received by either you or an EBT customer to the extent permitted by law. Cash should never be dispensed for FNS, SNAP and WIC Benefits. 16.5. Required Licenses. If you provide FNS, SNAP and WIC Benefits under thisAgreement,yourepresentand warrantto us that you are a FNS authorizedmerchantandarenotcurrentlydisqualifiedorwithdrawnfrom redeemingfoodstampcouponsorotherwisedisqualifiedorwithdrawnby FNS. You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of EBT benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor’s certificate, and covenant that you will not accept EBT Cards or provide EBT benefits at any time during which you are not in compliancewith the requirementsof any EBTRules. 16.2. Manual EBT Vouchers. In accordance with the procedures set forth in this Section 16 and the EBT Rules, you will manually accept EBT Cards during periods of time when your Authorized Terminal is not working or the EBT system in not available; you will manually provide EBT benefits in the amount authorized through the applicable EBT service provider to the EBT customers at no cost to the EBT customers upon presentation by an EBT customer of his/her EBT Card. All manual voucher authorizations must be cleared on your POSterminalfor paymentof voucher to be made to you. In addition to any procedures set forth in the EBT Rules, the following limitations will apply to manual issuance of FS Benefits by merchant: 16.6.Term and Termination. If you are disqualified or withdrawn from the Food Stamp Program, your authority to issuebenefitswillbe WFB2210(Rev00 –10/19)17 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 130  Packet Pg. 236 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 16.9. Miscellaneous.right to immediately terminate the provision of service under this Section (ii) failure by you, upon not less than thirty (30) days prior written notice, 16.9.1. Errors. You will fully cooperate with us and any other participants in the EBT system in the resolution of errors and disputes regarding EBT transactionsprocessedpursuantto thisSection16.Youwillpromptlynotify us of anysucherrorsor disputes. 16.9.2. IssuanceRecords. i. You agree to make available such informational materials as may be required by the state,its EBTservice provideror anyapplicableregulations pertaining to the issuance of Benefits. ii. You will retain all EBT-related records (including but not limited to manual sales drafts or vouchers) in the manner required by the EBT Rules or otherwise reasonably requested by us for three (3) years following the date of the applicable EBT transaction, or for such additionalperiod as may be required by the EBT Rules. Records involving matters in litigation will be kept by you for a period of not less than three (3) years following the termination of the applicable litigation. Copies of any documents in media other than paper (e.g. microfilm, etc.) related to this Section 16 may be substituted for the originals to the extent permitted under applicable EBT Rules and provided that legible paper copies can be reproduced within a reasonabletimeaftersuchrecordsarerequested. In the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termination to the state or its EBT service provider, we shall be under no obligation to reinstate the services previouslyprovidedunderthisSection16 or theAgreement,asapplicable. iii. You will make all EBT-related records available for audit upon requesttorepresentativesofthestateoritsEBTserviceprovider,orother authorized state or federal government agency during normal business hours. iv. To assure compliance with this Agreement, including without limitation this Section 16, the state, its EBT service provider, or other authorized state or federal government agency, will at all times, upon advance notice except in the case of suspected fraud or other similar activity, have the right to enter, during normal business hours, your premisesto inspector evaluateanyworkperformedunderthisAgreement, or to obtain any other information required to be provided by you or otherwiserelatedtothisAgreement. The provision of services under this Section 16 shall terminate automaticallyif ourAgreementorourserviceprovider'sagreementwith anyapplicablestate'sEBTserviceproviderterminatesforanyreason. You will give prompt notice to us if you plan to stop accepting EBT Cards and providing EBT benefits or if you are unable to comply with the terms ofthisSection16. 16.7. Confidentiality of EBT System Information. All information related to EBTcustomersand/orthe issuance of EBTbenefits shall be consideredconfidentialinformation. 16.9.3. Training. You will train and permit your employees to receive training regarding the issuance of EBTbenefits. 16.9.4. Amendments. Notwithstanding anything to the contrary in this Agreement, if any of these terms and conditions are found to conflict with the EBT Rules or federal or state policy, these terms and conditions are subjectto reasonableamendmentby us, a state or its EBTservice provider to address such conflict upon written notice to you and such amendment shall become effective upon suchnotice. Individually identifiable information relating to an EBT customer or applicantfor EBT benefits will be held confidential and will not be disclosedbyyouor yourdirectors,officers,employeesoragents,without priorwrittenapprovalof theapplicablestate. Youwill:(a)implementappropriatemeasuresdesignedto:(1)ensure the security and confidentiality of all non-public personal information or materials regarding customers (“NPPI”); (2) protect against any anticipated threats or hazards to the security or integrity of NPPI; (3) protect against unauthorized access to or use of NPPI that could result in substantial harm or inconvenience to any customer and (4) ensure the proper disposalof NPPI; and (b) take appropriateactionsto address incidents of unauthorized access to NPPI, including notification to us as soon aspossible. 16.9.5. State Action. Nothing contained herein shall preclude a state from commencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency. 16.9.6.Reference to State Any references to state herein will mean the state in which you accept EBT benefits pursuant to thisSection 16. If you The use of information obtained by you in the performance of your dutiesunderthisSection16 will be limitedto purposesdirectlyconnected withsuchduties. 16.9.7.Third Party Beneficiaries. These terms and conditions, do not create, and will not be construed as creating, any rights enforceable by 16.8. EBT Service Marks. You will adequately display any applicable state’s service marks or other licensed marks, including the Quest Marks, and other materials supplied by us, (collectively the “Protected Marks”) in accordancewiththe standardsset by the applicable state. You will use the Protected Marks only to indicate that EBT benefits are issued at your location(s) and will not indicate that we, any state or its EBT service provider endorse your goods or services. Your right to use such Protected Marks pursuant to this Agreement will continue only so long as this Section 16 remains in effect or until you are notified by us, any state or its EBT service provider to cease their use or display. You will not use the Marks of any EBT service provider without prior written approval from such EBT service provider. 17.Special Provisions Regarding Wireless Service IfyouelecttopurchasetheWirelessServicesfromus,thenthefollowing termsandconditionsof thisSection17,referredto as the“WirelessServices Terms,” shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Services is made by Processor and not the Bank. The Services provided, transactions WFB2210(Rev00 –10/19)18 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 131  Packet Pg. 237 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (including any documentation relating to or describing the wirelessprocessed and other matters contemplated under this Section 17 are Through one or more third party vendors (“Wireless Vendor(s)”) selected by us in our sole discretion, we have acquired the right to resell certain wireless data communication services that use radio base stations and switching offered by certain cellular telephone and data networks throughout the country (the “Wireless Networks”) in order to allow you to capture and transmit to Processor and Bank certain wireless Card Authorization transactions or to transmit other communications to our system (“Wireless Services”). If you elect to purchase voice and/or data services directly from a third party provider for use with the Wireless Equipment as permitted by Processor, you acknowledge and agree that this Agreement does not address or govern those voice and/or data services or your relationship withthatthirdpartyprovider,andServicersarein nowayresponsiblefor pro viding, maintaining, servicing or supporting such third party voice and/ordataservices.17.3. Limitation on Liability. We shall have no liability for any warranties by any party with respect to uninterrupted Wireless Services, as set forth in Section 17.10, or for any Person’s unauthorized access to Client’s data transmitted through either the Wireless Equipment or Wireless Services (includingtheWirelesssoftware),or WirelessNetworks,regardlessof the form of action (whether in contract, tort (including negligence), strict liabilityor otherwise).Theforegoingnotwithstanding,foranyotherliability arising out of or in any way connected with these WirelessServicesTerms, including liability resulting solely from loss or damage caused by partial or total failure, delay or nonperformance of the Wireless Services or relating to or arising from your use of or inability to use the Wireless Services, Processor’s,Bank’s,and WirelessVendor(s)’liability shallbe limited to your direct damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you for the particular Wireless Services during any period of failure,delay,or nonperformanceof theWirelessServicesor $50,000.00. In no event shall Servicers, Wireless Vendor(s) or our respective Affiliates be liable for any indirect incidental, special consequential or punitive damages. The remedies available to you under these Wireless Services Terms will be your sole and exclusive remedies with respect to the Wireless Services. 17.1. Purchase of Wireless Services. The prices that you will pay for the Wireless Services are set forth on the Application. In connection with your purchase of Wireless Services, you will receive access to a certain Wireless Network(s). • Licenses. Youagree to obtain any and all licenses, permits or other authorizations required by the Federal Communications Commission (“FCC”) or any other regulatory authority, if any, for the lawful operation of WirelessEquipmentused by you in connection with your receipt of WirelessServices. • Wireless Equipment. You agree that in order to access the Wireless Services, you must use wireless POS Terminals and accessories approved for use with the WirelessServicesby Processorfromtime to time in its sole discretion (the “Wireless Equipment”). If Wireless Equipment is purchased by you from us as indicated on the Application, then the terms of this Agreement, including without limitation Section 18 of this Agreement, apply to your use of suchWirelessEquipment. • Improvements / General Administration. We and the Wireless Vendor(s) reserve the right to make changes, from time to time, in the configuration of the Wireless Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility periods, identification procedures, type and location of equipment, allocation and quantity of resourcesutilized,programminglanguages,administrativeand operational algorithms and designation of the control center serving you at theparticularaddress.In addition,we reserve the right to schedule,from time to time,interruptionsof serviceformaintenanceactivities. 17.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Wireless Vendor( s) and us and our respective officers, directors, employees, and Affiliates harmless from and against any and all losses, claims, liabilities, damages,costsor expensesarisingfromor relatedto: (a) thepurchase,delivery,acceptance,rejection,ownership,possession, use condition, liens against, or return of the Wireless Equipment or the Wireless Equipment(includingthe Wireless Software),asapplicable; • Suspension of Wireless Services. We or a Wireless Network may suspend the WirelessServicesto: (a) prevent damages to, or degradation of, our or a WirelessNetwork’snetworkintegrity that may be caused by a third party; (b) comply with any law, regulation, court order or other governmentalrequestwhichrequiresimmediateaction;or(c)otherwise protectus or a WirelessNetworkfrompotential legalliability.Tothe extent commercially reasonable, we shall give notice to you before suspending the Wireless Services to you. If not commercially reasonable to give prior notice, we will give notice to you as soon as commercially practicable thereafter. Availability of the Wireless Services may vary due to events beyond the control of us or our Wireless Vendors. In the event of a suspension of the Wireless Services, we or the applicable Wireless Vendor will promptly restore the WirelessServicesafter the eventgivingrise to the suspension has beenresolved. (b) your negligent acts oromissions; (c) any breach by you of any of yourobligations under this Section 17; or (d) any Person’sunauthorizedaccessto Client’sdataand/orunauthorized financial activity occurring on your Merchant Identification Number hereunder,exceptto the extentany losses,liabilities,damagesor expenses result from our grossnegligenceor willful misconduct. 17.5. Confidentiality. All information or materials which could reasonablybe consideredconfidentialor competitivelysensitivethatyou accessfromor relateto eitherWirelessVendor(s)or Servicersrelatedto the subject matter of these Wireless Services Terms will be considered confidentialinformation.Youwillsafeguard our confidentialinformation with at least the same degree of care and security that you use for your confidentialinformation,butnotlessthanreasonablecare.17.2. Software Licenses. Processor hereby grants to you a non-exclusive, nontransferable,revocablelimitedsublicensetouseanywirelesssoftware 17.6. Termination. In addition to any other provision in this Agreement, WFB2210(Rev00 –10/19)19 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 132  Packet Pg. 238 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 We or third parties designated by us will only provide help desk supportforEquipmentpurchasedor rentedfromus undertheEquipment Documents,and we will not provide any such support or related services foranyotherproductsorequipment. the Wireless Services being provided under this Section 17 may terminate: (a) Immediately upon termination of the agreement between us (or ourAffiliates)andWirelessVendor(s),providedthatwe willnotifyyou promptly upon our notice or knowledgeof terminationof suchagreement, provided further that if Wireless Vendor(s) loses its authority to operate less than all of the Wireless Services or if the suspension of any authority or non-renewal of any license relates to less than all of the Wireless Services,then these WirelessServicesTermswill terminate only as to the portion of the Wireless Services affected by such loss of authority, suspension or non-renewal; or YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/ OR SOFTWARE YOU PURCHASED OR RENT FROM US OR (b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from providing the Wireless Services by any law, regulation, requirement,rulingor noticeissuedin anyformwhatsoeverbyjudicialor governmental authority (including without limitation the FCC). 17.7. Effect of Termination. Upon termination of these Wireless Services Terms for any reason, you will immediately pay to us all fees due and owingto us hereunder.If theseWirelessServicesTermsterminatedue to a termination of the agreement between us or our Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide the WirelessServices throughWirelessVendor(s) to you for a period of time to be determined as long as youcontinue to make timely payment of fees due under these WirelessServicesTerms. 18.1. Purchased Equipment; Supplies. We will sell to you, and you will buy from us the Equipment identified in the Equipment Documents throughout the term of this Agreement as being purchased by you (individually and collectively the “Purchased Equipment”), free andclear of all liens and encumbrances (subject to Section 18.7), except that any “Software”(asdefinedinSection18.8)willnotbesoldtoyououtrightbut insteadwillbe provided to you pursuant to, and subjectto the conditionsof Section 18.8 of this Agreement. You shall pay the purchase price specified for the PurchasedEquipmentandthe related softwarelicense(s),including all applicable tax and shipping and handling charges, prior to the effective date of this Agreement or at our option, such amounts will be collected by us by debits or deductions pursuant to Section 18.5. We will provide you supplies as requested by you from time to time. You shall pay the purchase price for such supplies, plus shipping and handling charges, including all applicable tax,prior to delivery of the supplies or upon invoice,as specified by us, or at our option, such amounts will be collected by us by debits or deductionspursuanttoSection18.5.(Maintenanceandrepairofmerchant- owned equipment is your responsibility). Should your terminal become inoperable,we canprovideyouwithequipmentat a monthlyrentalfee. There will also be a nominal shipping and handling fee. For such rental equipment contact the POS Help Desk.) 17.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisionsasif a partyhereto. 17.9. Other Applicable Provisions. You also agree to be bound by all other terms and conditionsof this Agreement. 17.10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can’t be provided unless your Wireless Equipment is in the range of one of the available WirelessNetworks’ transmission sites and there is sufficient network capacity available at that moment. There areplaces,particularlyin remoteareas,withnoserviceatall.Weather, topography, buildings,your Wireless Equipment, and other conditions that wedonotcontrolmayalsocausefailedtransmissionsorotherproblems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF. 18.2. Rental Equipment. We agree to rent to you and you agree to accept and rent from us the Equipment identified in the Equipment Documents as being rented to you (individually and collectively the “Rental Equipment”), according to the termsand conditionsof this Section 18. In addition, any Equipment ordered by and rented to you during the term of this Agreement shall constitute Rental Equipment and be governed by the terms of this Section 18. 18. Terms of Equipment Purchase or Rental This Section 18 governs any equipment that is rented to you on a month to month basis or that is sold to you by Processor under the Merchant Processing Application, subsequent purchase or rental agreements and/or otherdocumentationprovidedinconnectionwiththepurchaseor rentalof Equipment (“Equipment Documents”). Equipment rented to or purchased by you under the Equipment Documents is referred to in thisSection 18 asthe“Equipment.”THEEQUIPMENTISBEINGSOLDTOYOUFOR USE IN YOUR BUSINESS AND IS NOT BEING SOLD OR RENTED TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sales and rentals of equipment are made by Processor. The Services provided, Equipment, Equipment Documents and other matters contemplated under this Section 18 are subject to the rest of the Agreement as, applicable except to the extent the terms of thisSection18directlyconflictwithanyotherprovision of the Agreement , in which case the terms of this Section 18 will control; provided, however, that Bank is not a party to this Agreement insofar as it relatesto sales and rentalof Equipmentand Bank is not liable to you in any way with respect to such services. For purposes of this section the words “we,”“our,”and“us”referonlyto Processorandnotto Bank. 18.3. Effective Date and Term of Section 18. This Section 18 shall become effective on the first date you receive any piece of Equipment covered by this Section 18. This Section 18 will remain in effect until all of your obligations and all of our obligations under this Agreementhave been satisfied.Wewill deliver the Equipmentto the site designated by you. You shall be deemed to have accepted each piece of Equipment at the earlier of: (a) your actual acceptance after installation, (b) delivery to you if your site is not prepared and ready for installation or (c) for Equipment that we have not agreed to install for you, seven (7) days after shipment of each such piece of Equipment. The rental period with respect to each piece of Equipment shall commence on the date such Equipment is deemed accepted and shall terminate at the scheduled termination date (but not upon any early termination) of this Agreement and/or any other agreement then in effect with us for Card services. The provisions of this Section 18 shall survive the termination or expiration of this Agreement and continue until all Rental Equipment is returned or paid for. 18.4. Site Preparation; Installation & Maintenance. You will prepare the installation site(s)for the Equipment,includingbutnotlimited to the power supply circuits and phone lines, in conformance with the manufacturer’s and our specifications and will make the site(s) available to us by the confirmed shipping date. You will support the installation in accordance with ourrequirements. Warranties,if any, for the Equipment or anyrelatedSoftwareoriginate fromtheapplicablethirdpartyproviderormanufacturer(“Vendor”). Materialsor documents,if any,settingforthwarrantyterms,conditions, exceptions, exclusions and disclaimers will be contained within the packaging shipped from the Vendor. WFB2210(Rev00 –10/19)20 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 133  Packet Pg. 239 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 qualified personnel in accordance with any operating instructions•Upon request, you must allow us (orouragents)reasonableaccess to thepremiseswhereauthorizationterminalsorothercommunications equipment(e.g.,printers)areorwillbelocated. • Anyalterationsrequiredforinstallationofauthorizationterminal(s)or other communicationsequipmentwillbe done at yourexpense.b) You shall not permit any physicalalteration or modification of the Equipmentwithoutourpriorwrittenconsent.• Only we or our agents can alter or modifyauthorizationterminal(s)or other communications Equipmentowned by us.c) You shall not change the installation site of the Equipment without our priorwrittenconsent,whichconsentwewillnotunreasonablywithhold.• If a terminalor printerappearsto be defective,youmustimmediately call the POS Help Desk.d) You shall not assign your rights or obligations under this Agreement, or pledge, lend, create a security interest in, directly or indirectly create, incur, assume or allow to existany otherconsensuallyor judiciallyimposed liens or encumbrances on, or part with possession of, or sublease the Rental Equipment to any other person, firm or organization without our prior written consent. Any such assignment, delegation, sublease, pledge, security interestor lien in the absence of such consent shall be void. • You are responsible for safeguarding authorization terminals or other Equipmentfromloss,damage,unauthorizeduse,misuse or theft. We should be notified immediately regarding any damage to or loss of communications equipment. • If necessary, we will assist you in obtaining replacement Equipment. If you fail to return any defective Equipment, you may be responsible for its replacementvalue and for any legaland/orcollection costsincurredby the EquipmentownerinconnectionwithrecoveringEquipment. e) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining alllegallyrequiredpermitsfortheEquipment.• You are responsible for keeping all communication Equipment free of any claims, liens and legal processes initiated by creditors.f) We or ourrepresentativesmay,atanytime,enteryourpremisesfor purposes of inspecting,examining or repairing the Equipment.• Equipment may not be subleased at any time. The cost of comparable new Equipment, as well as any associated legal and/or collection costs incurredbyus or the owner of the Equipment,willbe assessedto youfor eachpiece of equipmentnotreturned upon termination of the Agreement by either party, or upon request for the return of the Equipment for any reason. g) Promptlyupon terminationof allapplicablerentalperiodsor promptly following any action by us pursuant to Section 18.11(b), you shall deliver possession of the Rental Equipment (including all attachments and parts) to us at your cost in the same operating order, repair, condition and appearance that the Rental Equipment had at the time of its delivery to you, reasonable wear and tear excepted.• You may not relocate, remove, disconnect, modify or in any way alter any Equipmentused in connection with the services we areproviding to youwithoutfirstobtainingourpermission. h) For each item of Rental Equipment that you fail to return to us at your cost in the same operating order, repair, condition and appearance that it had at the time of delivery to you, reasonable wear and tear excepted, by the 10th Business Day after (i) termination of the applicable rental period, or (ii) any action by us pursuant to Section18.11(b),youagreeto pay us the greaterof $250or the fair market value of suchitemof Equipment if it were in the condition described above, as determined by us. We may collect such amounts in the manner provided in Section 18.5 and to the extent we are unableto do so, you agree to pay us theamountsowedpromptly. • Youmustprovideuswiththirty(30)dayspriorwrittennoticetorequest therelocationof anyEquipment. • Should you require additional Equipment, you must contact Relationship Management or Customer Service (there may be additional costs or fees charged to you in connection with any new Equipment ordered,includingdownloadfees). 18.5. Payment of Amounts Due.i) Except for Purchased Equipment that has been paid for in full, the Equipmentshallremain our personal property and shall not under any circumstances be consideredto be a fixture affixed to yourrealestate. Youshallpermit us to affix suitable labelsor stencilsto the Equipment indicating ourownership. a) Youagree to pay the monthly rental charge specified in the Equipment Documents which shall be due and payable on the first day of each month of the rentalperiod for each piece of RentalEquipment,exceptthatthe first payment of the monthly rental charge for each piece of Rental Equipment shall be due and payable upon acceptance of such Equipment by you at the location designated in the Equipment Documents or, upon delivery if the site is not prepared for installation (as provided in Section 18.3). The monthly rental charge for fractions of a calendar month shall be prorated based on a thirty (30) day month. j) You shall keep the Rental Equipment adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). The loss, destruction,theftof or damageto the RentalEquipmentshallnotrelieve you from your obligation to pay the full purchase price or rent payable hereunder. b) Youhereby authorize us to collect all amounts due from you under this Section 18 by initiating debit entries for such amounts to your account designated pursuant to the MerchantAgreement to be debited and credited for amountsdue from and to the SettlementAccountor by deducting such amounts from amounts due to you from TeleCheck or Servicers. k) Except for Purchased Equipment that has been paid in full, the Equipment shall be kept at the address indicated in the Equipment Documentsandshallnotbe removedfromtherewithoutourpriorwritten consent (except where normal use of the Equipment requires temporary removal). l) Inordertoreturnequipment,youshould:c) In addition to the purchase price or monthly rental charge due hereunder, you shall pay, or reimburse us for, amounts equal to any taxes, levies, shipping fees, duties or assessments, however designated, levied or basedon suchcharges,or on this Agreementor the Equipmentand related supplies or any services, use or activities hereunder, including without limitation, state and local sales, use, property, privilege and excise taxes, exclusive,however,of taxes based on ournetincome. •Call Customer Service for the address of the location to send the equipment. •The following information must be included within the shipping box: 1. Client name, complete address and phone number. 2. Name of person to contactif there are any questions. d) Separate chargeswill apply for supplies; they are notincluded in monthly rentalcharges. 3.Your Merchant Account Number. 4. Serialnumberof theterminal(foundon theundersideof theterminal). 18.6. Use and Return of Equipment; Insurance.•Pleasemaintainproofof deliverydocumentsforyourrecords,andthe a) Youshall cause the Equipment to be operated by competent and WFB2210(Rev00 –10/19)21 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 134  Packet Pg. 240 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Equipment and proceed in any lawful manner againstyou for collection ofserial number from the bottom of the terminal. •Rentalfees may be continued untilequipmentisreturned. Payment acquisition and processing equipment and software sourced from Servicers or from a third party, is subject to obsolescence due to factors such as inability to accommodate required security and functional updates or due to model discontinuation by the manufacturer and unavailability of spare parts. Client acknowledges and understands that obsolete point of sale equipment will need to be replaced by non-obsolete and compliant point of sale equipment in the event of equipment failure, or as requested by Servicers to bring the Client into compliance with card network mandates and regulations. Client will be responsible for any costs associated with upgrading to non-obsolete and compliant equipment. 19.Special Provisions Regarding Gift Card Services If you elect to engage in Gift Card Services, the terms and conditions of this Section 19 shall apply for purposes of such Gift Card Services. Gift Card Services are provided to you by Processor and not by Bank. The Services provided, transactions processed and other matters contemplated under this Section 19 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 19 directly conflict with another section of this Agreement, in which case the terms of this Section 19 will control for purposes of such Gift Card Services; provided, however, that Bank is not a party to this Agreement insofar as it relates to Gift Card Services, and Bank is not liable to you in any way with respect to such Services. For the purposes of this section, the words “we,” “our” and “us” refer only to the Processor and not to the Bank. Gift Card Services will be renamed Gift Solutions around Q1-2018. 18.7. Security Interest; Financing Statements. You hereby grant to us a security interest in (a) all Purchased Equipment and the related Software to securepaymentof the purchase price, and (b) allRentalEquipmentand therelatedSoftwareto securepaymentofthemonthlypaymentstherefore andauthorizeus to file financingstatementswithrespectto theEquipment and the Software in accordance with the Uniform Commercial Code, signed only by us or signed by us as your attorney-in-fact. 18.8. Software License. Anything in this Agreement to the contrary notwithstanding, we or certain parties retain all ownership and copyright interestin and to allsoftware,computerprograms,relateddocumentation, technology, know-how and processes embodied in or provided in connection with the Equipment (collectively “Software”), and you shall have only a nonexclusive, non-transferable, revocable license to use the Software in your operation of the Equipment for purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Software to you or shall be construed as a sale of any rights in any such Software to you. You agree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Software. You shall not reverse engineer, disassemble or decompile the Software. Youshall not give any third party access to the Software withoutourpriorwrittenconsent.YourobligationsunderthisSection18.8 shallsurvive the termination of thisEquipmentAgreement. 19.1. Definitions. Capitalized terms used in this Section 19 shall have the meanings given to such terms as set forth in this Section or as defined in the Glossary or elsewherein thisAgreement. (a) “ACH” means the Automated Clearing House system. (b) “Affiliated Issuer(s)” means each Client Affiliate and/or franchisee thatentersinto an Affiliated Issuer Agreement,in the formrequired and providedbyProcessor. (c) “Database” means the database on which Gift Card Data for each Gift Card issued under the Program is processed and maintained. (d)“Designated Location” means any store, retail location or other place of business(includinga directmarketing programor Internetsite), 18.9. Limitation on Liability. Notwithstanding any provision of this Agreement to the contrary and in addition to the limitations and disclaimers set forth in Section 7 of this Agreement (including without limitation the disclaimers in Section 7.2 of this Agreement), our liability arising out of or in any way connected with the Equipment or related softwareshallnotexceedthepurchasepriceor priortwelvemonth’srent, as applicable,paid to us for the particular Equipmentinvolved. (e)“Enhanced Features” means the additional program functionality offered to Clientpursuantto the Enhanced Featuresset-up form. (f) “Gift Card” means an encoded device that accesses Gift Card Data maintained in theDatabase. (g) “Gift Card Data” means the current value and record of transactions corresponding to each Gift Card issued under theProgram.18.10. Indemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages andexpenses, resulting from (a) the purchase, delivery, installation, acceptance, rejection, ownership, leasing, possession, use, operation, condition, liens against, or return of the Equipment, or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. (h)“Gift Card Equipment” means any POS Terminal, software or other similar telecommunications equipment that has been programmed and (i) “Gift Card Holder” means any person in possession of or that uses a Gift Card.In addition to your other obligations hereunder, Youacknowledge and agree that the “use” and “operation” of the Equipment for which you will indemnify and hold us harm less shall include, but not be limited to, You loading additional software onto Equipment or using such software, or using Equipment or Software to access the Internet. (j) “Gift Card Number” means the identifying number of a Gift Card. (k) “Gift Card Production Company” means a company selected and retained by Processor to produce Gift Cards and provide related productsorservicesfortheProgram. 18.11. Default;Remedies.(l) “IVR” means an automated Interactive Voice Response systema)If any debit of your Settlement Account initiated by us for rent and/ orotherchargesduehereunderisrejectedwhendue,orifyouotherwise fail to pay us any amountsdue hereunderwhen due, or if you default in any materialrespectin the performanceor observanceof any obligation or provision in this Section 18, or if any other default occurs under this Agreement,any such event shall be a defaulthereunder. accessed via a toll-freetelephone number. (m) “POS Terminal” means an electronic Point-Of-Sale terminal placed in a Designated Location which is connected to Processor’s system via telephone lines and is designed to swipe GiftCards. (n) “Program” means Client’s program pursuant to which Client issues Gift Cards to Gift Card Holders and Processor provides the Services to enable such Gift Card Holders to use such Gift Cards to purchase goods and services at DesignatedLocations. b)Upon the occurrence of any Event of Default, we may at our option, effective immediately without notice, either: (i) terminate the period of rentalandourfutureobligationsunderthisSection18,repossessthe WFB2210(Rev00 –10/19)22 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 135  Packet Pg. 241 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (i) Client may choose additional Enhanced Features from time to time pursuant to the Enhanced Features set-up form and Client expressly Processor, and Processor agrees, to provide Services with respect to Gift Cards sold and activated by third partydistributors.Asbetween Processor and Client, Client shall be responsible for any acts or omissions of each third party distributor in connection with the sale or activation of any Cards. Client and Processor agree that Processor shall not be deemed to have failed to provide Services outlined herein with respect to any Card sold and activated by any third party distributor, including through any Designated Location, to the extent any such failure by Processor is caused in whole or in part by any failure of anythirdpartydistributoror Client to provide to Processor information regarding the sale and activation of such Card that is accurate, complete, timely and formatted in accordance with Processor’s instructions and specifications in all respects. Additional fees and charges may apply, including separate third party fees, for any Enhanced Features chosen by Client. (o) “Services” means the services provided by Processor in connection with the Program as further described in thisSection. 19.2. Services. Processor agrees to provide the Services set forth below in connectionwiththeProgram. (a) Processor will arrange for the production of all Gift Cards and all other services related thereto by the Gift Card Production Company for the Programin accordance with the specificationsand feesset forthon the Gift Card Set-Up Form (the “Gift Card Set-Up Form”), which is incorporated by reference herein. (b) Processor shall establish, process and maintain Gift Card Data on the Database. (c) Processor shall provide Client and its Affiliated Issuers with the capability to process selected transactions under the Program through Gift Card Equipment at Designated Locations. (d) Upon receipt of transaction information from a Designated Location by the Database,Processorwillcomparethe proposed transactionamount with the account balance maintained on the Database corresponding to the Gift Card or Gift Card Number that was presented at the Designated Location. If the account balance is greater than or equal to the amount of the proposed transaction, Processor will authorize the transaction. If the account balance is less than the amount of the proposed transaction, Processor will decline the transaction. If Client’s Gift Card Equipment supports“split tender,”and the accountbalanceis lessthan the amountof the proposed transaction, Processor will authorize the transaction for the amountof the accountbalance,and return a messageand/orreceiptto the Gift Card Equipment showing the remaining amount of the transaction to be collected by Client. Client understands and agrees that an Client may only work with Processor approved third party distributors. 19.3. Responsibilities of Client. The responsibilities of Client are set forthbelowandelsewherein thisSection. (a) Client will accept for processing any transaction initiated by one of its customers using a Gift Cardpursuant to the Services without discrimination with regard to the customer who initiated the transaction. (b) Clientwill securely maintain alltransactionrecordsand otherrecords required by law or regulation to be maintained in connection with the operation of the Gift Card Equipment or the Program. Client will download and securely store any and all Gift Card transaction reports for future reference.In the eventthatClient needs a reportfor a period past such six (6)months,Processormayprovidesuchrequestedreportto Clientat a fee tobedeterminedbyProcessor.Authorization by Processor only indicates the availability of sufficient (c) Clientwill make itspersonneland recordsavailableto Processor,its agentsand contractors,allwithin such time and in such forms or manner as may be reasonably necessary to enable Processor to perform the Servicespromptly and in an efficientmanner.(e) ProcessorshallprovideanIVR,twenty-four(24)hoursperday,seven (7) days per week, through which Client and Gift Card Holders may obtain Gift Card balances.(d) Client shall be responsible, at its sole cost and expense, for the sale and other distribution of Gift Cards to Gift Card Holders and for any marketingor advertisingof the Program.(f) Processor shall provide a Gift Card product support help desk through which Client may process selected non-financial transactions under the Program. Support is currently available Monday through Friday,8:00 a.m. to 8:00 p.m. Eastern Time (excluding holidays). The hours and days of support are subject to change at any time; provided that (i) Processor will provide advance notice of any change in the hours and days; and (ii) the total number of hours shall not be less than 40 in any regular work week (excluding holidays). (e) Client shall obtain, operate and maintain, at its sole cost and expense, all Gift Card Equipment required to enable Client and Affiliated Issuers to electronically transmit Gift Card Data in accordance with Processor’s specifications from all Designated Locations to the Database. (f) Client is solely responsible for obtaining Authorization in advance of eachtransaction. (g) Processor will provide Client with Gift Card transaction reports, accessible by Client through a designated Internet site. Processor will maintain reports on the Internetsite for Client’s use for a period of six (6) months. Processor may, in its discretion, provide additional or custom reportsor reportformats,asmaybe requested by Client from time to time, ata fee to be determinedbyProcessor. Client is solely responsible for any losses it may incur in conducting transactions when an Authorization is not obtained, including, without limitation, transactions conducted when the Database or the Gift Card Equipment is not in service. Client assumes all risk of erroneous or fraudulently obtained Authorizations, unless such erroneous or fraudulently obtained Authorization is caused directly by Processor. Client understands and agrees that an Authorization by Processor only indicates the availability of sufficient value on a Gift Card account at the time of Authorization and does not warrant that the person presenting the Gift Card or Gift Card Number is authorized to use such Gift Card or Gift Card Number. Client is responsible for the accuracy of all data transmitted by it for processing by Processor. (h) Client will at all times own all right, title and interest in and to all Gift Card Data generated under the Program. During the term, Processor will retain the Gift Card Data for each Gift Card on the Database for a period of twenty-four (24) months following the date that the account -balance reaches zero. Thereafter, during the term, Processor may remove the Gift Card Data from the Database and archive such Gift Card Data in any manner determined by Processor in its reasonable business judgment. Notwithstanding the foregoing, within ninety (90) days of Client’s written request, during the first twelve (12) months following the expiration or termination of the Gift Card Services, Processorwill compile a data report of the Gift Card Data stored in the Database, in Processor’s standard format, at a fee to be determined by Processor. Processor shall deliver Client’s Gift Card Data to Client in a mutually agreeable format. Processor shall have no obligations with respect to Client’s Gift Card Data following delivery to Client. (g) Client shall be responsible for accessing and comparing the reports suppliedbyProcessorto itsownrecordsandpromptlynotifyingProcessor of any necessary adjustments to Gift Card accounts. Client acknowledges that Processor will make adjustments to Gift Card accounts pursuant to Client’s instructions, and Processor shall have no liability for any errors to Gift Card accounts that are made in accordance with Client’sinstructions. (h) Client shall comply and shall ensure that all Affiliated Issuers comply with all laws and regulations applicable to the Program. Client acknowledges and agrees that it is solely responsiblefor interpretingall WFB2210(Rev00 –10/19)23 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 136  Packet Pg. 242 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 assets for the benefit of creditors,or upontheapplicationof theotherpartylaws and regulations applicable to the Program, for monitoring changes (b) If (i) the Gift Card Services are terminated for any reason other than Processor’smaterialbreachpriorto theexpirationof theinitialterm,or (ii) Client suspends or terminates the Program prior to the expiration of the initial term except as provided for in Section 19.5(a) (iv). Nothing in this subsection shall prohibit or limit Processor’s right to recover damages or any other amounts due and owing Processor in the event that the Gift Card Services are terminated by Processor due to a breach by Client or shall be deemed to waive or otherwise limitClient’s obligationspursuantto Section 19.6(a). (i) As between Client and Processor, Client shall bear all risk related tothelossortheftof,alterationor damageto,orfraudulent,improperor unauthorized use of any Gift Card, Gift Card Number or PIN: (i) in the case of Gift Cards ordered through Processor, upon delivery of such Gift Cards to Client or Client’s Designated Location, as applicable, and (ii) in the case of Gift Cards obtained by Client from a Person or Gift Cards which Client requests to be delivered in a pre-activated state, whether such loss occurs before or after delivery of such Gift Cards to Client or Client’s Designated Location. (c) If requested by Client, Processor may, in its sole and absolute discretion, continue to provide the Services for all previously issued and unexpired (if applicable) Gift Cards for up to twelve (12) months following the termination of the Gift Card Services; provided, however, that Processor shall not activate any new Gift Cards after the effective date of termination. Processor’s obligation to provide continuing Services after termination is contingent upon Client’s agreement to pay for such Services and to conduct its operations in accordance with the terms of this Section, and Processormay require advancepaymentfor some portion or all of the estimated cost of suchServicesto be providedaftertermination. (j) Processorand Clientagree thatduring the term: (i) Processorwill be the sole and exclusive provider of the Services to Client and its Affiliated Issuers;and(ii) Client will not directly or indirectlyeitheritselfor through a Person, offer or promote any other proprietary, closed network, online Gift Card or similar access device.(d) Termination of the Gift Card Services shall not affect Client’s obligation (including any obligation incurred by an Affiliated Issuer) to pay for services rendered or obligations due or owing under this Section prior to termination. (k) Client may allow Affiliated Issuers to participate in the Program; provided, however that (i) Client shall be responsible for ensuring that all Affiliated Issuers comply with the terms and conditions of this Section and the separate Affiliated Issuer Agreement, and (ii) Client shall be jointly and severally liable for all fees and other amounts payable to Processor in connection with any activities of Affiliated Issuers related to this Section, including but not limited to Gift Card transactions. (e) The provisions of Sections 19.3 (f), (g), (h), (i),(k) and (l), and Sections19.4,19.5(b),19.5(c),19.5(d),19.6and19.7hereofshallsurviveany termination ofthis Agreement. 19.6. Indemnification. (l) Client is responsible for any settlement of funds among Affiliated Issuers and Designated Locations.(a) Client shall indemnify and hold harmless Servicers, their directors, officers, employees, agents and their respective Affiliates from and against any and all third party claims, losses, liabilities, damages and expenses, including reasonable attorneys’ fees, (collectively “Claims”) to the extent that any such Claim is caused by or arises out of: (i) any failure of Client or an Affiliated Issuer to comply with any law or regulation applicable to the Program; (ii) any dispute between Client and any Affiliated Issuer, or Client and any Gift Card Holder, or an Affiliated Issuer and any Gift Card Holder, including, without limitation, any dispute regarding thegoods or services purchased using a Gift Card or the payment of any amounts owed or alleged to be owed by one or more such persons to any other such persons; (iii) any instructions or procedures that Client may provide to Processor in connection with the Program and Processor’s compliance therewith; (iv) any actual or alleged loss or theft of, alteration or damage to, or fraudulent, improper or unauthorized use of any Gift Card, Gift Card Number or PIN; (v) use or operation of Gift Card Equipment by Client or an Affiliated Issuer; and (vi) any Claim or action against Servicers for actual or alleged infringement of any patent, copyright, trademark, trade secretor otherproprietary rightof anypersonarisingin connection with the production of Gift Cards or related products for Client using artwork, designs, specifications or concepts provided byClient. (m) Client acknowledges and agrees that Client will not use the Gift Cards or the Services provided under this Agreement for illegal transactions including,for example, those prohibited by the Unlawful Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amendedfromtimeto time. 19.4. Fees and Payment. a. In addition to all other rights we have under the Agreement, Client shall pay Processor the fees set forth on the Gift Card Set-Up Form. Client shall also be responsible for the payment of any taxes imposed by any applicable governmental authority in connection with any products or services coveredby this Section (other than those taxesbased solely on the net income of Processor). All fees for the Services shall be paid via an ACH transfer of funds from a bank account designated by Client. Toauthorize the ACH transfers, Client agrees to execute the ACH Authorization on the Gift Card Set-Up Form. In the event that fees cannot be collected from Client as set forth above, Processor reserves and may exercise all other rights to collect any fees due. 19.5. Termination. (a) The provision of Gift Card Services may be terminated at any time: (i) by either party in the event that the othermateriallybreachesany term or condition of thisSection and fails to cure suchbreachwithin thirty (30) days of written notice of such breach from the non-breachingparty;(ii) by Processor if Client fails to pay any amount due within ten (10) Business Daysafter written notice to Client of its failure to pay suchamount; (iii) by Processorupon written notice to Clientin the event thatClient’soperation of the Program results in a violation of law or regulation (by Client, an Affiliated Issuer or Processor);(iv) by Clientif Processorincreases its rates under Section 19.4(c) above and Client provides thirty (30) days writtennoticeof terminationwithinthirty(30)daysof receivingnoticeof said increase; or (v) by either party upon written notice to theotherafter the filing by the other of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws or under any comparablelaw,or upon the otherparty’smakingof an assignmentof its (b)Processorshall indemnify and hold harmless Client and its directors, officers, employees,agents and Affiliates Issuers from and against any 19.7. Patents, Copyrights, Intellectual Property, etc. Client shall have no interest whatsoever, including copyright interests, franchise interests, license interests, patent rights, property rights or other interest in the Servicesprovidedhereunder.Theseprovisionsarenotto be construedas granting to Client any patent rights or patent license in any patent, which may be obtainedin respectof the Services.ArtworkcreatedbyProcessor on behalf of Client remains the property of Processor.Client retains WFB2210(Rev00 –10/19)24 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 137  Packet Pg. 243 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 comply with the PCI DSS.ownership of any artwork supplied to Processor. (c) You must deploy Data Protection solution (including implementing any upgrades to suchservice within a commercially reasonable period of time after receipt of such upgrades) throughout your systems including replacing existing Card numbers on your systems with Tokens. Full Card numbersmustneverberetained,whetherinelectronicformorhardcopy. 19.8. Limitation of Liability; Disclaimer of Warranties. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SERVICERS’ CUMULATIVE AGGREGATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND, IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES PAID TO PROCESSOR BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) TWENTY THOUSAND DOLLARS ($20,000). (d) You must use the Token in lieu of the Card number for ALL activities subsequent to receipt of the authorization response including, settlement processing, retrieval processing, chargeback and adjustment processing andtransactionreviews. (e) If you send or receive batch files containing completed Card transactioninformationto/fromus, do use the service provided by us to enable such files to contain only Tokensor truncated information. (f) You must use truncatedreportviewinganddataextractcreation withinreportingtoolsprovidedbyus.20. Special Provisions Regarding TransArmorSM Solution This Section 20 and the benefits described shall apply only if you subscribe to the TransArmor Solution and pay the applicable fees. (g) Youarerequiredto followrulesor procedureswemayprovidetoyou from time to time regarding to your use of the Data Protection solution. We will provide you with advance written notice of any such rules or proceduresorchangestosuchrulesorprocedures.20.1. Scanning Authority; Scanning Obligations. You represent andwarrantthatyouhavefullright,power,andauthorityto consentfor TransArmor Solution to scan for vulnerabilities in the IP address and/or URL and/or domain names identified to us by you for scanning, whether electronically or by any other means, whether during initial enrollment or thereafter. If applicable, you shall obtain all consents and authorizations from any third parties necessary for us or our vendors to perform the TransArmor Solution services, including, without limitation, third party data centers, co-locations and hosts. We will not be required to execute agreements with any such third parties. You agree to defend, indemnify and hold us and our vendors harmless from any third party claim that such access was not authorized. You may use TransArmor Solution and portals only to scan IP addresses, URLs and domain names owned by and registered to you. Youunderstand that your failure to provide a complete list of and complete access to your IP addresses will significantly impair the scanning services and may result in incomplete or inaccurate results. Youagree that the TransArmor Solution services hereunder, including without limitation their functionality and contents, constitute confidential information, and your use and/or access to the TransArmor Solution is subject to the terms of confidentiality set forth in this Agreement. (h) Youwill use only unalteredversion(s)of Data Protection solution and will not use, operate or combine Data Protection or any related software, materials or documentation, or any derivative works thereof with other products, materials or services in a manner inconsistent with the uses contemplated in thissection. (i) Youwillpromptly notify us of a breachof any these terms. 20.4. Tokenization Limited Warranty. Subject to the terms of this Agreement, we (i) warrant that each token returned to you through Data Protection cannot be used to initiate a financial sale transaction by an unauthorizedentity/personoutside your point of sale systemsandfacilities whereyouprocessand/orstoretransactiondata(the“LimitedWarranty”); and (ii) agree to indemnify and hold you harmless from direct damages, including third party claims, resulting from our breach of the Limited Warranty. This express remedy for our breach of the Limited Warranty constitutes our entire liability and your sole and exclusive remedy for our breachof the Limited Warranty. The Limited Warranty is void if (a) you use Data Protection in a manner not contemplated by, or you are otherwise in violation of, this Agreement or any other agreement relating to Cards eligible for Data Protection; (b) you are grossly negligent or engage in intentional misconduct; or (c) you no longer have a processing relationship with us. 20.2. Data Collection. In the course of providing the TransArmor Solution,we maycollectinformation relatingto activitieson yournetwork (the “Data”) including,butnotlimited to: networkconfiguration, TCP/ IP packet headers and contents, log files, malicious codes, and Trojan horses. We retain the right to use the Data or aggregations thereof for any reasonable purpose. 20.5.Disclaimer;TransArmorSolution Does NotGuarantee Compliance or Security. 20.3. Data Protection; Responsibilities of Client. Data Protection appliesonly to card transactions sent from you to us for authorization and settlement pursuant to the Agreement, and specifically excludes electronic check transactions. You are responsible to comply with the following regarding your use of Data Protection: USE OF TRANSARMOR SOLUTION, SOFTWARE OR20.5.1. ANY EQUIPMENT (INCLUDING ANY SERVICES, SOFTWAREOR (a) Data Protection can only be used with a point of sale device, gateway and/or VAR that is certified by us with the Data Protection solution. If you are uncertain whetheryourequipmentiscompliant,pleasecontactus. It is your responsibility to ensure that you have eligible equipment in order to use DataProtection. (b) You must demonstrate and maintain your current PCI DSS compliance certification. Compliance must be validated either by a 20.5.2. USE OF THE TRANSARMOR SOLUTION DOES NOT (A) GUARANTEE COMPLIANCE WITH ANY OF THE RULES OR SECURITY STANDARDS ESTABLISHED BY THE CARD ORGANIZATIONS, INCLUDING PCI DSS; (B) ELIMINATE YOUR OBLIGATION TO COMPLY WITH SUCH REQUIREMENTS; OR WFB2210(Rev00 –10/19)25 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 138  Packet Pg. 244 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 20.6.5. If you are acquiring any of the TransArmor Solution services on behalf of any part of the United States Government (Government): any use, duplication, or disclosure by the Government is subject to the restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-RestrictedRightsclauseatFAR52.227-19whenapplicable,or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Softwareclauseat DFARS252.227-7013,andin similarclausesin theNASA FARSupplement;(b)wearethecontractor/manufacturer,withtheaddress set forth in this Agreement; and (c) any use, modification, reproduction, release,performance,displayor disclosureof TransArmorSolutionand/ or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement. (C) GUARANTEE SECURITY OR PREVENT A SECURITY BREACH 20.5.3. Youacknowledge and understand that accessing, retrieving, transmitting, and scanning IP addresses and other data in the manner undertaken by the TransArmor Solution involves inherent risks, including risks related to system or network performance and availability, and data corruption. You assume full responsibility to backup and/or otherwise protect your data against loss, damage or destruction, and to take appropriate measures to respond to any potential adverse impact of the systemsor disruptionof service. 20.7. Software Updates, Maintenance and Changes. 20.7.1. We may perform maintenance on Software or TransArmor Solutionwhichmayresultin serviceinterruptions,delays,or errors.Wewill not be liable for any such interruptions, delays, errors, or bugs. You agree thatwe may contact you in orderto assist you with the Software or Services and obtain information needed to identify and fix any errors. We may, at our discretion, release enhancements, improvements or other updates to any Software, or otherwise make any changes to the TransArmor Solution (oranypart). 20.6. Intellectual PropertyRights. 20.6.1. All right, title, and interest in and to all confidential information and intellectual property related to the TransArmor Solution (including the Marks,allSoftware,thecontentof anymaterials,web screens,layouts, processing techniques, procedures, algorithms and methods and any updates, changes, alterations, or modifications to or, derivative works from such intellectual property), owned, developed or licensed by us prior to,during the term of, or afterthisAgreement,or employed by us in connection with the TransArmorSolution, shall be and remain, as among the Parties or ourAffiliates’,ourvendors’or ourlicensors’(asapplicable) sole and exclusiveproperty,and allright, title and interestassociatedwith the TransArmor Solution,EquipmentandSoftwarenotexpresslygranted by us in this Agreement are deemed withheld. You may not use our Marks in any manner,including in any advertisements, displays,or press releases, without our prior written consent. 20.7.2. Youacknowledge and understand that certain Software can automatically install, download, and/or deploy updated and/or new components,whichmay include a new version of the Software itself.You shall not, in any eventor in any manner,impede the update process.You agree to assume full responsibility and indemnify us for all damages and losses, of any nature, for all adverse results or third party claims arising fromyour impeding the update process. 20.8. Accessing Services via the Internet or third parties. You agree that we shall not be liable to you for any claims, damages, losses, obligations, costsor expensesor otherliabilityarisingdirectlyor indirectlyfrom or otherwise concerning (a) any termination, suspension, delay or disruption of service (including billing for a service) by the internet, anycommoncarrieroranythirdpartyserviceprovider;(b)anyfailure, disruptionor malfunctionof theTransArmorSolution,theInternet,or any communicationsnetwork,facility or equipmentbeyondour or a third party’s reasonable control, whether or not attributable to one or more commoncarriers;or(d)anyfailuretotransmit,obtainor collectdataorfor human,machineorsoftwareerrorsorfaultyorerroneousinputbyyou. 20.6.2. You may not, nor may you permit any third party to do any of thefollowing:(a)decompile,disassemble,reverseengineer,orotherwise attempt to reconstruct or discover by any means any source code, underlyingideasor algorithmsof the TransArmor Solution,Software or Equipment (or any part), except to the extent that such restriction is expresslyprohibitedbylaw;(b) modify,translate,or alterin anymanner, the TransArmor Solution, Software or Equipment (or any part) or the Marks;(c)createderivativeworksof or basedon theTransArmorSolution (or any part), Software or the Marks; (d) except for backup and archival purposes, directly or indirectly copy the TransArmor Solution or any Software (or any part); (e) republish, upload, post, transmit, disclose, or distribute (in any format) the TransArmor Solution or Software (or any part)exceptaspermittedin thisAgreement;or(f) remove,relocate, orotherwisealteranyproprietaryrightsnoticesfromtheTransArmor Solution,SoftwareorDocumentation(oranypart)or theMarks. 20.9. Access and Use of Services. 20.9.1. Unlesswe otherwiseagreein writing,theTransArmorSolution shall be for your internal business use in the United States and US territoriesorpossessionsonly. 20.9.2. You shall not and shallnotpermit any third party to: (a) access or attempt to access any of the TransArmor Solution service that is not intended to be available to you; (b) access or use (in any format) the TransArmor Solution (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (c) without our advancedwrittenconsent,use,shipor accessTransArmor(oranypart) outside or from outside of the United States; (d) perform or attempt to performanyactionsthatwouldinterferewiththeproperworkingofany part of the TransArmor Solution, prevent access to or use of any of the TransArmorSolutionbyotherusers,or in ourreasonablejudgment, impose a large load on ourinfrastructure,networkcapabilityor bandwidth; or (e) use the TransArmorSolution (or any part) exceptaspermitted in this Agreement. 20.6.3. If we provide you with copies of or access to any Software or Documentation,unlessotherwiseexpresslystatedin writing,thatSoftware and Documentation is provided on a personal, non-exclusive, non- transferable, non-assignable, revocable limited license for the period of your subscription to the applicable TransArmor Solution service and solely for you to access and use the Software and Documentation to receive the relevant TransArmor Solution service for its intended purpose on systems ownedor licensed by you. Software can only be usedwithcertaincomputer operating systems and it is your responsibility to ensure that you have the appropriatehardwareandsoftwaretousetheSoftware.20.9.3. We have the rightto rely on user names,password and other sign on credentials/accesscontrolsfor theTransArmorSolutionor anySoftware (including Federated Single Sign-on credentials) provided or approved by us to authenticate access to, and use of, the Servicesand any Software. 20.6.4. You shall not take any action inconsistent with the stated title and ownership in thisSection 20. Youwill notfile any action,in any forumthat challenges the ownership of any part of the TransArmor Solution or any software,materialsor Documentation.Failureto complywiththisprovision will constitute a material breach of this Agreement. We have the right to immediately terminate your access to and use of the TransArmor Solution in the event of achallenge by you. 20.10. Indemnification.In additionto otherindemnificationsprovided in this Agreement, you agree to indemnify and hold us, our Affiliates and third party service providersharmless from and againstalllosses, WFB2210(Rev00 –10/19)26 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 139  Packet Pg. 245 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 any party (other than its employees or us) to hold or accessCardholderliabilities, damages and expenses arising from (a) your use of the security features. 20.11.6. Notwithstanding the Liability Waiver: (a) you must continue to perform all obligations under this Agreement, including your obligation tocomplywithdatasecurityrequirements;and(b)wewaivenorights or remedies under this Agreement including our right to terminate or suspend this Agreement if a Data Security Event occurs.20.11.Liability Waiver. 20.12. Export Compliance20.11.1.Subject to your subscribing to the entire TransArmor Solution bundle and to the terms of this Agreement, we agree to waive liability that you have to us under this Agreement for Security Event Expenses resulting from a Data Security Event first discovered by you or us while you are receiving and utilizing the TransArmor Solution (the “LiabilityWaiver”). 20.12.1. You agree not to exportor re-exportanySoftwareor Equipment or any underlying information except in full compliance with all applicable laws andregulations. 20.12.2. None of the Software or Equipment or any underlying informationmaybedownloadedorotherwiseexportedorre-exported(a) to any country to which the United States has embargoed goods (or any nationalor residentthereof);(b) to anyoneon theUnitedStatesTreasury Department’s list of Specially Designated Nationals or the United States Commerce Department’sTable of Deny Orders; or (c) in any manner not in full compliance with the requirements of the United States Bureau of Industry and Security and all applicable Export Administration Regulations. 20.11.2.The maximum amount of Liability Waiver for all Security Event Expenses arising out of or relating to your Data Security Events first discoveredduringany TransArmor ProgramYearregardlessof the number of such Data Security Events is as follows: a) $100,000.00 maximumper eachMID you have; and b) $500,000 aggregate maximum for all of your MID’s. 20.11.3.In additionto Section20.11.2,themaximumamountof Liability Waiver during any TransArmor Program Year for EMV Upgrade Costs is furtherlimitedasfollows:20.12.3. If youhaverightfully obtained Softwareor Equipmentor any underlying information outside of the United States, you agree not to re-export the same except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained it. You warrant that you are not located in, under the control of, or a nationalor residentof any such country or on any suchlist. a) $10,000 maximumper each MID you have; and b) $25,000.00 aggregatemaximumfor all of yourMID’s. 20.11.4. Security Event Expenses resulting from the same, continuous, related or repeatedeventor factswill be deemed to arise out of one Data Security Event.20.13. Definitions: (a) Card Organization Assessment means a monetary assessment, fee, fine or penalty levied against you or us by a Card Organization as the resultof (i) a Data Security Eventor (ii) a securityassessmentconducted as the result of a Data Security Event; provided, that The Card Organization Assessment shall not exceed the maximum monetary assessment, fee, fine or penalty permitted upon the occurrence of a Data Security Event by the applicable rules or agreement in effect as of the inception date of this Agreement for such Card Organization; (b) Cardholder Information meansthedatacontainedonaCard,orotherwiseprovidedtoClient,that isrequiredbytheCardOrganizationorusin ordertoprocess,approve and/or settle a Card transaction; (c) Card Replacement Expenses means thecoststhattheweoryouarerequiredtopaybytheCardOrganization to replace compromised Cards as the result of (i) a Data Security Event or (ii) a security assessment conducted as the result of a Data Security Event; (d) Data Protection is a TransArmor Solution service that provides encryption of cardholder data at your payment environment and replaces the data with a token or randomly generated number; (e) Data Security Event means the actual or suspected unauthorized access to or use of Cardholder Information, arising out of your possession of or access to such Cardholder Information, which has been reported (i) to a Card Organization by you or us or (ii) to you or us by a Card Organization. All Security Event Expenses and Post Event Services Expenses resulting fromthesame,continuous,relatedor repeatedeventorwhicharisefrom the same,related or common nexus of facts,will be deemed to arise out of one Data Security Event; (f) Documentation means any documents, instructions,webscreen,layoutsor anyothermaterialsprovidedbyus relatingtotheSoftwareortheTransArmorSolution;(g)Equipmentmeans equipmentrentedtoorpurchasedbyyouunderthisAgreementandany documents setting out additional terms on whichEquipmentisrented to or purchased by you; (h) EMV Upgrade Costs means cost to upgrade payment acceptance and processing hardware and software to enable you toacceptandprocessEMV-enabledCardinamannercompliantwithPCI Data Security Standards; (i) Forensic Audit Expenses means the costs of a security assessment conducted by a qualified security assessor approved by a Card Organization or PCI Security Standards Council to determine the cause and extent of a Data Security Event; (g) Liability Waiver has the meaningassetforthin Section20.11.1above;(j)Marksmeansthenames, 20.11.5.The Liability Waivershall not apply in relation to: a) your failure to comply with the terms of thisAgreement; b) any Data Security Event occurring before you started receiving the TransArmorSolution; c) any fines or assessmentlevied against you that are not the directresult of a Data SecurityEvent; d) any Data Security Event relating to you where you have experienced a prior Data Security Event, unless you were later certified as PCI compliant bya qualifiedsecurityassessor; e) any expenses incurred for, or as a result of, regularly scheduled, recurring or routinesecurityassessments,regulatory examinations, inquiriesor complianceactivities; f) any Data Security Event if you: (i) are categorized by any Card Organizationas“Level1” or (ii)processesmorethansixmillion(6,000,000) Card transactions during the twelve month period prior to the date this Section became effective; g) any expenses, other than Security Event Expenses, incurred by you arising out of or resulting,directly or indirectly,froma Data Security Event, including expenses incurred to bring you into compliance with the PCI DataSecurityStandardor anysimilarsecuritystandard; h) any Security Event Expenses arising out of or resulting, directly or indirectly, from an event of force majeure, any dishonest, fraudulent, criminal or malicious act, error or omission, or any violation of the law including any claim, suit, action or proceeding against you that is brought by or on behalf of anyfederal,state or localgovernmentagency; or i) any Data Security Event arising out of (i) any software not within your control; provided,however,thisexclusion shall not apply to a Data Security Eventarising out of a virus,Trojanhorse or othersoftwareused by a third party to obtain fraudulent access to data to your computer system or to collectdatain transitto or fromyourcomputersystem;(ii)abreach in a computer system in which you and other merchants, with no legal relationship to one another, have hosted accounts or share a common database,operatingsystemorsoftwareapplications;or(iii)yourallowing WFB2210(Rev00 –10/19)27 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 140  Packet Pg. 246 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ownershiprightsto our and their respectiveintellectualpropertyrelated inlogos,emblems,brands,servicemarks,trademarks,tradenames,taglines (k) Post Event Services Expenses (l) Program Year means the period from November (m) Security Event Expenses (n) Software means all software, computer programs, 21.3. Transaction Data. Your transaction data will be processed by the Fraud Services. As part of this processing, the transaction data may be retained for statisticalanalysis,and elements of data fromfraudulent transactionsmaybecaptured,retainedandsharedwithothersto help improvethe Fraud Servicesand preventfurther fraud.In no eventwill the source of any such retained data be disclosed to a third party. Youhereby agree to the transmission and use of the data in thismanner. 21.4. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE FRAUD SERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. INCLUDED IN THIS DISCLAIMER ARE BOTH EXPRESS AND IMPLIED WARRANTIES, AND WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT THE FRAUD SERVICES WILL BE COM PLETELY ACCURATE, ERROR-FREE OR WILL BE AVAILABLE WITHOUT INTERRUPTION. 21.5. Limitation of Liability. The Fraud Services provide a tool for you to efficientlymakebetterinformeddecisionswhetherto acceptor rejecttransactionsthatmay be fraudulent.There is no assurance that the FraudServiceswillaccuratelyidentify everyinstanceof fraud,nor that every transaction that may appear fraudulent is in fact so. BY YOUR ACCEPTANCE OF THE TERMS OF THIS PROGRAM GUIDE, AND YOUR USE OF THE FRAUD SERVICES, YOU AGREE THAT, UNDER ANY THEORY OF LAW OR EQUITY, WITH RESPECT TO YOUR USE OF THE FRAUD SERVICES (i) OUR LIABILITY AND THAT OF ANY FRAUD SERVICES PROVIDER SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED TWELVE (12) MONTHS OF FRAUD SER VICES FEES, AND (ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY 21. Special Provisions Regarding Fraud Detection Services If you elect to receive Fraud Services from us, then the following terms and conditions of this Section, referred to as the Fraud Services Terms, shall apply. The Fraud Detection Services is provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the Fraud Detection Services, and Bank is not liable to you in any way with respectto suchservices.Forthepurposesof thissection,thewords“we”, “our”and “us” referonly to the Processor and not the Bank. FRAUD SERVICES PROVIDER SHALL HAVE ANY LIABILITY FOR ANYSUBSEQUENTCHARGEBACKSORLOSSOFREVENUEFROM FALSEPOSITIVEFRAUDSCORESORIN ANYOTHERWAYRELATED TOTHEUSEOFTHEFRAUDSERVICES. Through our strategic agreement with Accertify, Inc. we have acquired the right to sublicense the access and use of Interceptas, InterceptNOW and InterceptSHARE,whichare softwaresystems and related servicesthat will help you efficiently reduce your exposure to fraudulent transactions (the “Fraud Services”). The Fraud Services are proprietary products and services of Accertify, Inc., and may include specific data andservices from third party service providers for things like geolocation or device identification, which are specific tools used together with Accertify’s software. For all purposes of the Fraud Services Terms, the term Fraud Services includes any such third party data or service providers accessed through any of Accertify’s proprietary software described above. 21.6. Termination. Upon termination of the Fraud Services for any reason,youagree to pay any remaining fees or expensesrelated to your use of the Fraud Services, to cease attempts to access the Fraud Services and to return all user manuals or other materials received in connection with the Fraud Services. 21.7. Third Party Beneficiaries. The Fraud Services provider(s) is (are) an intended third party beneficiary of this Section of the Program Guide, and may enforce the terms of this Section directly against you as if it were a party hereto. 21.1. Software Licenses. Wehereby grant you a non-exclusive, non- transferable, limited sublicense to use the Fraud Services for the duration of thisAgreement,or untilotherwiseterminated,solelyin connectionwith your use of the payment and processing services otherwise described in this Program Guide. You acknowledge that the only right you obtain to the Fraud Services is the right to use the Fraud Services for the screening and review of your own transactions in accordance with the terms in this Section. 21.8. Your Privacy Policy. Your privacy policy should reflect the fact that you will subject transactions to fraud screening.Youand your privacy legal counsel should consider your specific circumstances and what disclosures will best fit your needs and provide your customers with a clearpictureof how customer and transaction data is being used. Example language is set forth below, but is only a suggestion, which you should not adopt without carefulconsideration and adviceof counsel.The Fraud Services and related materials include confidential, competitively sensitive and trade secret information, processes, software, user interfaces and other elements. You are not permitted to allow any third party service provider access to these materials or to the output generated by the Fraud Services, nor use or demonstrate the Fraud Services or related materials for, or on behalf of, any third party service provider without the prior written permission of the Fraud Services provider. Any information you provide to Merchant may be combined with information from other sources and used by Merchant, or a third party retained by Merchant, to help detect and prevent fraud, misuse of [Merchant]’s website or other illegal activity. Parts or all of this information may be retained by us or the third parties involved in fraud detection and used for future fraud prevention efforts. Information believed to be fraudulent may be shared with other merchants, banks and law enforcement officials to help prevent further misuse. [Merchant] may also use “device identification” technology to 21.2. Reservation of Rights. Subject only to the limited sublicense grantedherein,weandtheFraudServicesprovider(s)reserveall WFB2210(Rev00 –10/19)28 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 141  Packet Pg. 247 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 and against any and all third party claims, losses, liabilities, damages andrecognize specific computers or other internet devices each time they 22. Special Provisions Regarding Buyer Initiated Payments The terms and conditions set forth in this Section 22 govern the provision of Buyer Initiated Payment services and apply only to Card payments that originate from a business certified into a Card OrganizationapprovedgatewayforBuyerInitiatedPayments.These provisionsdo not apply to anytransactionsoriginating from a terminal orsoftwareatyourbusiness. 22.6. Processing Specifications. The following details apply to how Servicerstransfersmoniesbetweenparties. a) Unless otherwise specified by you on the Application, amounts deposited into your account will be in the whole amount of the payment fromyour customer.After a paymentis made by the Buyer,it typically takes one to three businessdaysfor the funds to be deposited into your checking account. 22.1. Description of Buyer Initiated Payments. Buyer Initiated Payments (“BIP”) allow invoices that have been electronically entered b) Unless otherwise specified by you on the Application, the fees applied to your transactions will be debited from your Settlement Account on or about the first business day of the month following when the transactions occurred. It is your responsibility to ensure that there are no settings on your accountprohibitinga debit entry. You must ensure there are adequate funds available in your SettlementAccount. Use of this service only changes the method of payment between you and your Buyer (your customer). All other processes between you and the Buyer as it pertainsto invoicing,approvalsand exceptions will remain as is for each Buyer paying you through this service. 22.2. AcceptanceofBuyerInitiatedPayments.22.7. Authorization. Authorization will occur at the Servicers or relevant a) Thereisnohardware,software,orsuppliesrequiredtoacceptBuyer Initiated Payments Card Organization. 22.8. Termination. As stated on your Application, there is no early termination fee associated with BIP accounts. At any time, you are able to terminate service by calling the customer service number listed on your statement.It isyourresponsibilityto contactyourBuyersto informthem that a differentpaymentoption will be needed on future invoices.Wecan terminate BIP servicesupon 30 days’notice to you or immediately in the event of your breachof the Agreement. b) All transactions submitted through a BIP account must be Buyer initiated.Youcannotrequesta terminalor initiate transactionsin any way through the Merchant ID established by these terms. Merchant processing must be done through a separate Merchant ID. c) No credits are permitted on BIP accounts. In the eventof a dispute regarding a Buyer Initiated Payment, all refunds, discounts, or other remediesmustbe handledbetweenyouandyourcustomer,theBuyer, withouttheinvolvementof Servicers. 23. Special Provisions Regarding PayeezySMGateway Services If you elect to utilize the Payeezy Gateway Services, the following additional terms and conditions of this Section 23 shall apply.d) It is your responsibility to ensure that only customers that you authorize to submit payments on this account do so. We will not disclose the fact that you are enrolled to receiveBIP to other businessesunlessyou authorizeus to do so. The Payeezy Gateway Services are provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the PayeezyGateway Services,and Bank is not liable to you in any way with respectto suchservices.Forthepurposesof thisSection23,thewords“we,” “our” and “us” referonly to the Processor and not the Bank. e) If a business does process a paymenton the accountwithoutyour consent, you must handle the matter directly with your customer, the Buyer,withouttheinvolvementof Servicers.The Payeezy Gateway Services and Software provided and other matterscontemplated under thisSection 23 are subject to the rest of this Agreement,as applicable,except to the extent the terms of this Section 23 directly conflict with another provision of this Agreement, in which case the terms of thisSection23willcontrol. f) Servicers are responsible for processing the BIP. Any concessions given by your customers such as accelerating payment terms or changing early payment discounts are not administered or enforced by Servicer. Such agreements are strictly part of the relationships between your businessand those of your buyersand the resolution to issuesarisingfrom thosearrangementsareto be handledoutsideof thisAgreement.23.1. Definitions. Capitalized terms used herein shall have the meanings given to such terms as set forth in this Section 23.1 or as defined in the Glossaryor elsewherein thisSection23.22.3. Chargebacks related to Buyer Initiated Payments. In BIP processing, the Buyer has control over the payment, and is therefore prohibited frominitiatingmostcharge back types. In the eventyourbuyer initiates a charge back onthis Merchant ID, please contact Servicers. “Claim” means any arbitration award, assessment, charge, citation, claim, damage, demand, directive, expense, fine, interest, joint or several liability, lawsuit or other litigation, notice, infringement or misappropriation of any Intellectual Property Right or violation of any law, and any consequential, indirect,special,incidentalor punitivedamages and any attorney’sfees and expenses incurred in connection therewith. For purposes of the foregoing Claim definition, a Claim shall be considered to exist even though it may be conditional, contingent, indirect, potential, secondary, unaccrued, unasserted,unknown,unliquidated,orunmatured. 22.4. Limitation on Liability/Indemnification. NOTWITH STANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SERVICER’S CUMULATIVE AGGREGATE LIABILITY FOR ANY LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES ARISING OUT OF RELATED TO THIS SECTION FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CLIENT AND, IN ANY EVENT, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT OF FEES PAID TO SERVICERS BY CLIENT UNDER THIS SECTION DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THAT THE LIABILITY ARISES, OR (II) TWENTY THOUSAND DOLLARS ($20,000), WHICHEVER IS LESS. “Confidential Information” means the Software, Documentation, Operational Procedures, the terms and conditions of this Section 23 (including any schedule, exhibit or addendum), pricing or other proprietary business information, and any other information provided to you by us, whether or not such information is marked as confidential; provided, however, that Confidential Information will not include information that: (a) is or becomes generally known to the public through no fault of yours;(b) was lawfully obtained by you from a third party free of any obligationof confidentiality;(c)wasalreadyin yourlawfulpossession 22.5. Indemnification. Client shall indemnify and hold harmless Servicers,its directors,officers,employees,agents and Affiliatesfrom WFB2210(Rev00 –10/19)29 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 142  Packet Pg. 248 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Payeezy Gateway Services shall be required for each separate Merchantpriorto receiptthereof,directlyor indirectly,fromthedisclosingparty;(d) 23.3. Term; Termination. The Payeezy Gateway Services shall commence as of the effective date of this Agreement and shall remain in effectuntilterminatedbyeitherpartyasprovidedherein.Eitherpartymay terminate the Payeezy Gateway Services upon giving the other party at least thirty (30) days prior written notice. We may suspend or terminate your access to Payeezy Gateway Services without prior notice, with or without cause. Regardless of the reason for termination, you shall be responsible for the payment of all fees due up to and including the effective date oftermination. “Customer” means your customer who would like to provide payment for your goods or services. “Documentation” means any and all manuals and other written materialsin any form provided for use with the Software, as amended by us from time to time,the termsof whichareincorporatedin this Section 23 as if fullysetforthherein. 23.4. License Grant. 23.4.1. Software License. Subject to the terms and conditions of thisAgreement,Processorgrants to you a royaltyfree,non-exclusive, nontransferable, revocable limited license to use the Services, during the term of this Agreement for the sole and limited purpose of submitting payment transactions to us for processing, and otherwise using our Services as set forth herein. “Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, service marks, and any other intellectual property rights, and any applications for any of the foregoing, in all countries in the world. “Merchant Account” shall mean an account set up for a merchant that requires a card processor, bank, merchant ID., terminal ID., merchant identification number, or otherwise named unique merchant number. Multiple physical or virtual storefronts that process transactions under the same uniquemerchantnumbershallbe deemed as one (1) Merchant Account. 23.4.2. Documentation License. Subject to the terms and conditions of this Agreement,Processor grants to you, and you hereby accept, a royalty free, non-exclusive, non-transferable limited license, without right of sublicense, to use the Documentation during the term of this Agreement for the sole and limited purpose of supporting your use of the Services. You shall strictly follow all Documentation provided to you, as it may be amended from time to time by us, in our discretion. To the extent that there is any conflict between the Documentation and the terms of this Agreement,the terms of thisSection 23 shallgovern and control. “Operational Procedures” means our published policies and procedures contained in the various documents provided to you, as amended from time to time,concerning the Servicesprovided pursuant to thisSection, the termsof whichareincorporatedin thisSectionas if fullysetforthherein.23.4.3. Use Restrictions. You shall not, and shall not cause or permit any third party to: (i) use the Services in any way, other than in accordance withthisAgreement,theDocumentationor asotherwiseinstructed by us in writing; (ii) use the Software or Documentation, either directly or indirectly, for benchmarking or to develop any product or service that competeswiththeproductsandservicesprovidedunderthisSection23; (iii) disassemble, decompile, decrypt, extract, reverse engineer or modify the Services,or otherwiseapplyanyprocedureor processto theServices inordertoascertain,derive,and/orappropriateforanyreasonorpurpose, the source code or source listings for the Services or any algorithm, process,procedureor otherinformationcontainedin theServices,except asotherwisespecificallyauthorizedinaccordancewiththisSection23; (iv) provide the Services or Documentation to any third party, other than toyourauthorizedemployeesandcontractorswhoaresubjecttoawritten confidentiality agreement, the terms of which are no less restrictive than the confidentiality provisions of this Section 23; (v) use, modify, adapt, reformat, copy or reproduce the Services or Documentation, except as is incidentalto thepurposesof this Section 23, or forarchivalpurposes(any copiesmadehereundershallcontainallappropriateproprietarynotices); (vi)rent,lease,assign,sublicense,transfer,distribute,allowaccessto,or timeshare the Services or Documentation; (vii) circumvent or attempt to circumventanyapplicablesecurity measuresof the Services; (viii) attempt to access or actually access portions of the Platform or Services not authorized for your use; or (ix) use the Services or Documentation in any unlawful manner or for any unlawful purpose. “Payeezy Gateway Services” or “Service” means the products or services offered through Payeezy Gateway (including, but, not limited to payment processing services such as authorization of transactions, routing transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions) and Software, as applicable. Payeezy Gateway Services do not include alternative payment products or services that are supported by or may be accessedthroughthe Payeezy Gateway and with respect to whichyouenterinto an agreement:(i)with us(which agreement may consistof an amendment to this Agreement or specific terms in this Agreement expressly covering such alternative payment products or services)(such alternative payment products orservices,“SeparateProducts”),or(ii)athirdpartyserviceprovider regardingyourparticipationin suchalternativepaymentproductsor services(togetherwithSeparateProducts,the“ExcludedProducts”). “Platform” means our operated, or approved, electronic payment platform(s) and/or gateway(s) (also referred to as the “Payeezy Gateway”) through which the payment services contemplated under this Section 23 are provided. “Services” means the products or services offered the Platform(including, but, not limited to payment processing services such as authorization of transactions to the appropriate payment processing network or third party service provider, transaction responses (approved, declined), and the detailed reporting of those transactions, and all related and applicable Software.23.4.4. Updates. From time to time we may, at our discretion, release Updates or modify the Software. In the event we notify you of any such Update, you shall integrate and install such Update into Your Systems within thirty (30) days of yourreceiptof suchnotice.Youacknowledge that failure to install Updates in a timely fashion may impair the functionality of the Platformor any of the Services provided hereunder. We will have no liability for your failure to properly install the most current version of the Softwareor any Update, and we will have no obligation to providesupport orservicesforanyoutdatedversions. “Software” means all applications, protocols, software components andotherinterfacesandsoftwareprovidedbyus to youpursuantto this Section 23, and any and all Updates. “Updates” means an embodiment of the Software that provides enhancements and/or improvements. “Your Systems” means any web site(s) or interfaces to the Services operated or maintained by you or on your behalf through which transactions are submitted for processing, and all of your other associated systems.23.4.5. Licensors. The licenses granted hereunder may be subject to other licenses currently held by us. Should any license held by us or oursubcontractorstocertaintechnologyorsoftwarebeterminatedor23.2. Fees. Client shall pay Processor the fees for the Payeezy Gateway Servicesas set forthon the Application.A separate accountwith us for WFB2210(Rev00 –10/19)30 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 143  Packet Pg. 249 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 no Services need be provided by us to you pursuant to Section, except assuspended, the corresponding license(s) granted to you hereunder may 23.4.6. Export Compliance. Youagree not to export or re-export the Software or any underlying information or technology except in full compliance with all applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technologymaybedownloadedorotherwiseexportedorre-exported(i) to any country to which the United States has embargoed goods (or any nationalor residentthereof);(ii)to anyoneon theUnitedStatesTreasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders; or (iii) in any manner not in full compliance with the requirementsof the United StatesBureau of Industry and Security and all applicable Export Administration Regulations.If you have rightfully obtained the Software outside of the United States, you agree not to re-exporttheSoftwareexceptaspermitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software. You warrant that you are not located in, under the control of, or a national or residentof any suchcountry or on any suchlist. 23.5.2. Set-Up Assistance Services. Subject to Section 23.5.1 above, upon your requestto us, andupon paymentof anyapplicablefees,we will provideyouwithset-upservicesto assistwiththeIntegration. 23.5.3. Shut Downs. Wereserve the right, from time to time, without priornotice,to shutdownandrestartthePlatformformaintenanceand/or softwareupgradesforreasonabletimeperiodsofoneminuteormore. 23.5.4. Orders by Customers. You are solely responsible for accepting, processing, and filling any orders for purchases by your Customers, and for handling any inquiries arising therefrom. You shall use the highest standards in the industry in responding to complaints by Customers. We are not responsible or liable for any unauthorized access to your data or Your Systems by any means ordevice. 23.6. Security of Information. We will use commercially reasonable efforts to maintain the security of the Services and the Platform. You will use commercially reasonable efforts to maintain the security of Your Systems. Such steps by you will be taken at your sole cost and expense, andshallinclude,withoutlimitation:(i)creatingfirewallsto protectagainst unauthorized access to Your Systems by your employees, contractors, Customers, or by any other person; and (ii) implementing reasonable protective techniques suggested by us. Youfurther agree that you will be bound by and comply with all of our and all Card Organization security rules and regulationsas they now exist or as each may be amended or supplemented from time to time. Notwithstanding the foregoing, the parties recognize that there is no guarantee or absolute security of information that is communicated over the internet. 23.4.7. Federal Acquisition Regulations. If you are acquiring the Software on behalf of any part of the United States Government (the “Government”), the following provisions apply: Any use, duplication, or disclosure by the Government is subject to the restrictions set forthin subparagraphs(a)through(d) of the CommercialComputer Software-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Softwareclauseat DFARS252.227-7013,andin similarclausesin theNASA FAR Supplement. We are the contractor/manufacturer, with the address setforthbelow.Anyuse,modification,reproduction,release,performance, display or disclosure of the Software and/or the accompanying documentation by the Government or any of its agencies shall be governed solely by the terms of this Addendum and shall be prohibited exceptto theextentexpresslypermittedby the terms of thisSection 23. 23.7. Privacy. We have adopted an online Privacy Statement for the Services to inform individuals as to our online collection and use of personal information.Youagree that, during the term of this Agreement, you will adequately communicate and comply with an appropriate privacy policy explaining your online collection and use ofthe personal information of your Customers. Unless required by law, Card Organization Rules, or done pursuant to this Agreement, you shall not, under any circumstances, sell, purchase, provide, or otherwise disclose any customer’s account information, transaction information, or other personal information to any third party. You shall store all data securely. We may advise potential users of the services that we have a relationship with you. 23.4.8. Return / Destruction. Upon termination or expiration of this Agreement,alllicensesgranted hereundershallimmediately terminate, and within five (5) days thereof, you shall either return to us or destroy or delete from Your Systems, as applicable,the Software,Operational procedures, Documentation, and any copies thereof, and shall so certify to us in writing. 23.4.9. No other Licenses. Except as expressly provided above, no licenseforanypatents,copyrights,trademarks,tradesecretsor anyother intellectualpropertyrights,expressorimplied,aregrantedhereunder. 23.8. Audit Rights. Upon notice to you, we may audit your usage, records and security of the Services, your Customer’s payment processing information,andtheservicesprovidedhereunderto ensure(i) that you are using the Platform and Services in full compliance with the provisions of thisSection 23; (ii) thatallapplicable fees have been paid;(iii) that you are adhering to your Privacy Policy; and; (iv) that you are in full compliance with allapplicable laws,regulationsand rules (including but not limited to Card Organization Rules). Any such audit shall be conducted during regular business hours at your offices and shall not interfere unreasonably with your business. 23.4.10. Use of Transaction Data. As permitted by applicable law and regulations,we reserve the right to copyanddistributeto thirdparties,any information associated with your use of the Services or your activities on the Platformto the extentnecessary to provideServices to you. 23.5. Platform Matters 23.5.1. Integration with Your Systems. While we provide Software to you,youacknowledgethattheSoftwareitselfis insufficientto allow Your Systems to function with the Platform. Programming, development and maintenance of Your Systems and their functionality are your sole responsibility. You have the sole responsibility to select and employ any competent programming agent(s) to accomplish the programming required to make Your Systems function correctly with the Platform and the payment services contemplated hereunder (“Integration”). You shall be responsible for all technical support for Your Systems and Integration related issues.Youagree that you will use commercially reasonableefforts to complete the Integration as soon as possible. You will be responsible for all of yourowndevelopmentandimplementationcostsassociatedwith such Integration. Notwithstanding any other provision of thisSection 23, you acknowledge that unless and until you complete the Integration, 23.9. Reserved 23.10. Indemnification. You shall indemnify, defend, and hold us, our subsidiaries and affiliates and our and their officers, directors, employees, shareholders, agents and attorneys from any Claim(s) arising from the conductof yourbusiness,any transactions submitted throughthe Payeezy Gateway hereunder for payment processing, any false or inaccurate representationmade by you or the negligence,fraud,dishonestyor willfulbehaviorof any of youremployeesor agents,or fromyourfailure to strictlycomply,in wholeor in part,withany:(i)termsandconditions pursuant to this Agreement and any addenda hereto or Documentation; or (ii) applicable law, regulations or Card Organization Rules. Upon written notice from us to you,youshallimmediately undertake the defenseof such WFB2210(Rev00 –10/19)31 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 144  Packet Pg. 250 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 transmitted to the party to be notified at such party’s address or numberClaim by representatives of your own choosing, subject to our reasonable 23.11.Limitation of Liability. 23.11.1. General Limitations. Processor is not liable for the merit and legitimacy of the orders forwarded by you. All liability for validity of ordersremainswithyou.Wearenotresponsibleforanydataentryerrors, Customer misrepresentations, or reporting errors resulting from your actions. We shall not be liable to you or your Customer for the accuracy of the information provided by the Services. 23.11.2. Special Damages. In no event shall we be liable to you, or to any otherpersonor entity,underthisSection23,or otherwise,foranypunitive, exemplary,special, incidental or consequentialdamages, including, without limitation,anylossor injuryto earnings,profitsor goodwill.23.14. Subcontractors. Processor may subcontract all or part of the Services using a variety of providers globally, but, notwithstanding any suchsubcontract,Processorshallremainfullyresponsibleforperformance of the Services, including ensuring the compliance of subcontractors with the terms of this Agreementapplicable to such subcontractors. Each of our subcontractorsfortheServicesisa thirdpartybeneficiaryof Sections23.4, 23.5,23.7,23.8,23.9,23.10,29.11,23.14and23.15ofthisSectionwithrightsto enforce the applicable terms of this Section againstyou. 23.11.3. Maximum Liability. Notwithstanding any provision in this Agreement to the contrary,in no event shall our liability under this Section 23 for all Claims arising under, or related to, this Section 23 exceed, in the aggregate (inclusive of any and all Claims made by you against us, whether related or unrelated), the lesser of: (i) the total amount of fees paid by you fortheourServicesduringthe12-monthperiodimmediatelyprecedingthe datetheeventgivingriseto suchClaim(s)occurred;or(ii)$10,000.00. 23.14. Survival. Upon termination or expiration of this Section 29 or the Agreement, a party's obligations shall cease except for those remaining or required to be performedfollowingsuch termination.Forthe avoidanceof doubt, the parties agree that those provisions of this Section that logically shouldsurviveitsterminationor expirationin orderto accomplish its fundamental purposes will do so. All representations, warranties, indemnities and covenants made herein shall survive the termination of this Section and shall remain enforceable after such termination. 23.11.4. Other Damages. Notwithstanding provisions set forth herein, we will not be liable for any Claims under this Agreement arising directly or indirectly from or otherwise concerning: (a) any termination, suspension, delay or disruption of service (including billing for a service) by the Internet, any common carrier or any third party service provider; (b) any failure,disruptionor malfunctionof theServicesprovidedhereunder or the internet, or any communications network, facility or equipment beyondourreasonablecontrol,whetheror notattributableto one or more commoncarriersor thirdpartyserviceproviders;(c)anyfailedattemptsby you or your Customers to access any Systems or to complete processing transactions; or (d) any failure to transmit, obtain or collect data from Customers or for human, machine or software errors or faulty or your or yourCustomer’s;or(e)human,machineorsoftwareerrorsorfaultyoryour or yourCustomer’serroneousinput. 24.ChoiceofLaw;Venue;WaiverofJuryTrial;LimitationonClaims 24.1. Choice of Law. Our Agreement shall be governed by and construed in accordancewiththe laws of the State of New York (without regard to its choiceoflawprovisions). 24.2. Venue. We have substantial facilities in the State of New York and many of the services provided under this Agreement are provided from these facilities. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New York. 23.12. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES AND DOCUMENTATION ARE AT YOUR SOLE RISK WE MAKE NO (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR HEREUNDER (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) WILL (1) MEET YOUR REQUIREMENTS; (2) OPERATE ACCORDING TO YOUR EXPECTATIONS; (3) PROVIDE ACCURATEDATA; OR (4) OPERATE UNINTERRUPTED OR ERROR FREE. ANY AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCAIMED BY US AND WAIVED BY YOU. WE DO NOT WARRANT THAT ANY ERRORS WILL BE CORRECTED. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE SERVICES, (INCLUDING THE SOFTWARE) AND OTHER SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS-IS, WITH ALL FAULTS” BASIS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. All decisions to reject any processing transaction or paymentforyourproductsor servicesaresolelyyourresponsibility. 24.3. Waiver of JuryTrial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 24.4. Without limiting any other terms or conditions contained in this Agreement, you agree that any lawsuit or other action you may wish to bring against us to adjudicate claims arising under this Agreement must be commenced and filed by you within one (1) year of the date on which your claim first accrued, without regard to the date on which your claim was discovered. Any action that is not commenced and filed by youwithin such one (1) year time period shall be barred,withoutregardto anyother limitationsperiodsetforthbylaworstatute. 24.5. Youunderstand and agree that any additionalsecondarylocation(s) that you request to be added shall be subject to this Merchant Processing Agreement. 25. Other Terms 25.1. Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire,flood,earthquake,elementsof natureor otheractsof God;(ii) any terroristattacksoroutbreakorescalationofhostilities,war,riotsorcivil disordersin any country; (iii) any act or omissionof the other party or any governmentauthority;(iv)anylabordisputes(whetheror notemployees’ demandsarereasonableorwithintheparty’spowerto satisfy);or (v) the nonperformanceby a Person for any similar cause beyond the reasonable 23.13. Notices. You agree to notify us of any change in your name, typeof business,or anyotherinformationrequiredon yourMerchant Processing Application at least thirty (30) business days prior to the effective date of change.Any notice or other communication required or permittedto be givenhereundershallbein writing,addressedor WFB2210(Rev00 –10/19)32 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 145  Packet Pg. 251 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 25.5. Severability. The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisionsshall remain valid and enforceable. control of such party, including without limitation, failures or fluctuations 25.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreementbetweenthepartieswithrespectto thesubjectmatterthereof and supersedes any previous agreements and understandings. A party’s waiverof a breachof any term or condition of this Agreement shall not be deemed a waiverof anysubsequentbreachof the same or anothertermor condition. 25.2. Compliance with Laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by Servicers, as Servicers determine necessary, to facilitate Servicerscompliance with any applicable lawincluding without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG (“Restricted Transactions”) issued thereunder are prohibited frombeingprocessed throughyour Account or any relationship between you and the Bank. You represent and warrant that you will not submit such Restricted Transactions for processing through your Account. Youfurther acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the UnlawfulInternetGambling EnforcementAct,31 U.S.C.Section 5361et seq, as may be amendedfromtime to time, or those involving any Person listed on the U.S. Department of Treasury,Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictionspursuant to 31 CFR Part 500 et seq. and other lawsenforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind. 25.7. Amendment. We may modify any provision of this Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early termination fee thatmightotherwise apply. For purposes of thissection, in addition to Electronic Communications (as further described in Section 25.13) an electronic or “click-wrap” notice intended to modify or amend this Agreement and which you check “I Accept” or “I Agree” or otherwise acceptthroughan electronicprocess,shallconstitute a writing as required herein.Thissection 25.7 does not apply to fee changes, which are governed bySections5.5and5.6. 25.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in providing the Services are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in thisAgreementis intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Personsto be third-partybeneficiariesof thisAgreement. 25.9. Card Organization Rules. The parties acknowledge that the Visa, Mastercard , American Express, Discover and PayPal Card Organization Rules give Visa, Mastercard ,Discover and PayPal, certain rights to require terminationor modificationof thisAgreementwithrespectto transactions involving Visa, Mastercard , Discover and PayPal Cards and the Visa, Mastercard , Discover and PayPalCard systems and to investigate you. The partiesalsoacknowledgethatissuersof other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement’s applicability to transactions involving such other Cards. In the event we identify a suspected restricted transaction, we may blockor otherwisepreventor prohibitsuchtransaction,wemayclosethe Account or end the relationship, and we may seek any other remedies availableto usunderthisAgreementor otherwise. 25.3. Notices. Except as otherwise specifically provided, all notices and othercommunicationsrequiredorpermittedhereunder(otherthanthose involving normal operational matters relating to the processing of Card transactions) shall be in writing, to you at your address appearing in the Application, or via Electronic Communications (as further described in Section 25.13), including but not limited to the e-mail address you have provided on the Application. If to us at our address appearing in Section 41.4 of this Agreement, with a copy to Attention: General Counsel’s Office, 3975 N.W.120th Avenue,Coral Springs, FL 33065. Notices shall be deemed to havebeen given(i) if sent by mail or courier,upon the earlierof five (5) days after mailing of when actually received or, in the case of courier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received.Notices sent to your lastknown address (including e-mail address), as indicated in our records, shall constitute effective notice to the Merchant under this Agreement. 25.10. Publicity. Client may not use our logo, name, trademark, or servicemarkof Processorand/orBankin anymanner,includingwithout limitation,in anyadvertisements,displays,or pressreleaseswithoutthe priorwrittenconsentofProcessorandBank. 25.11. Electronic Communicatiions and E-Sign Consent Agreement. 1.Consent. By signing the Confirmation Page, you consent and agree that: a. Servicers can provide disclosures required by law and other information aboutyour legalrightsand duties to youelectronically(rather thaninpaperform). b. Where required or requested, your electronic signature (via “click- through” or other method) on agreements and documents relating to the Clover Service or the Services has the same effect as if you signed them in ink.Notwithstanding the above, all bankruptcy or collection related, notices must be sent to the following address – Merchant Services Dept., 5251 Westheimer Road, Fourth Floor Houston, Texas77056 Attn: Bankruptcy, and Collection Notifications. All such notices must include the related merchant name and merchant number. Failure to provide Notice to this address or include this pertinent merchant information will be deemed ineffective. All notices must include your merchant name(s) and merchant number(s). Failure to provide notice in the manner described in this Section will be deemed ineffective. c. Servicers can send all communications, billing statements, amendments, notices, documents, and other disclosures or communications, or other information regarding the Clover Service or the e-mailat the last known e-mail address that you provide to us, which will be 25.4. Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provisionof thisAgreement. WFB2210(Rev00 –10/19)33 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 146  Packet Pg. 252 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 ,Discover, PayPal and American Express you should also consult thosed. If you want a paper copy, you can print a copy of the Disclosure or downloadtheinformationforyourrecords. The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction. e. This consent applies to all future Disclosures sent to you in connection with the Clover Service, the Services, the Agreement, or your use of the Clover Service or the Services as defined in the Agreement. 26. Mastercard, Visa, Discover,PayPal and American Express Acceptancef. Youagree to maintain a valid email address and keep your email addresscurrentwithus at alltimes.Youunderstandandacknowledgethat access to the Internet, e-mail and the worldwide web are required for you to access Disclosures, and you confirm that you have such access. You understand that there may be costs related to accessing Disclosures (e.g. youmayhavetopurchaseinternetservices,softwareorhardware),andyou agree that you are responsible for any such related access costs. At our discretion, we may choose to discontinue or resume sending Disclosures at any time provided that if we elect not to send a document,notice or communicationelectronically,wewillinsteadsendthesamein paperform. Youacknowledge that if for any reason you are not able to open a readable version of Disclosures that we send to you, it is your responsibility to contactus to notify us of the same and to requesta copy in paperform. 26.1. Card Descriptions. At the point of sale, the Card must be carefully examined to determine whether it is a legitimate and valid Card and not visibly altered or mutilated. The name of the Card (e.g., Visa, Mastercard, Discover,PayPalor American Express) should appear in bold letterson the Card. For all Mastercard and Visa Cards and some Discover Cards, the Card Issuer (e.g., XYZ Bank, etc.) should also appear in bold letters on the Card. The following is a description of the authorized Visa, Mastercard, Discover, PayPal and American Express Card designs: Visa: The Visa Brand Mark must appear in blue and gold on a white background in either the bottom right, top left, or top right corner. Embossed/Unembossed or Printed Account Number on valid cards begins with “4.” All digits must be even, straight, and the same size. The Four to Six Digit Bank Identification Number (BIN) must be printed directly below the account number. This number must match exactly with the first four digits of the account number. The Expiration or “Good Thru” date should appear below the account number. The Mini-Dove Design Hologram may appear on the back of the card. The three-dimensionaldove hologram should appear to move as you tilt the card. The Magnetic-Stripe is encoded with the card’s identifying information. The Card Verification Value 2 (CVV2) is a three-digit code that appears either in a white box to the rightof the signature panel,or directly on the signature panel.Portions of the account number may also be present on the signature panel. CVV2 is used primarily in card-absent transactions to verify that customer is in possession of a valid Visa card at the time of the sale The Signature Panel must appear on the back of the card and contain an ultraviolet element thatrepeatstheword“Visa®.”It may vary in length. The words“Authorized Signature” and “Not Valid Unless Signed” must appear above, below, or beside the signature panel. If someone tried to erase the signature panel; the word ‘VOID” will be displayed. Chip cards contain a small embedded microchip that is virtually impossible to copy or counterfeit. Chip Antenna for contactless cards, the interface can be an antenna embedded into the back of the card and connected to the chip. A contactless transaction works at terminals through the radio frequency wave between the card and the terminal. You are required to familiarize yourself with the new design by consulting the document entitled“Card Acceptance Guidelines for Visa Merchants” and Chargeback Management Guidelines for Visa Merchants You may download the document from Visa’s website at http://www.visa. com/merchant. 2. Legal Effect. By consenting, you agree that electronic Disclosures have the same meaning and effect as if Servicers provided paper Disclosures to you. When Servicers send you an email or other electronic notification alerting you that the Disclosure is available electronically and makes it available online, that shall have the same meaning and effect as if Servicers provided a paper Disclosure to you, whether or not you choose to view or print or download theDisclosure. 25.12. IRS Reporting. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third party settlement organizationsarerequiredto filean informationreturnwiththeIRSfor each calendar year beginning January 1, 2011, reporting all payment cardtransactionsandthirdpartynetworktransactionswithmerchants occurring in that calendar year. Accordingly, you will receive a Form 1099K reporting your gross transaction amounts for each calendar year beginning withtransactionsprocessedincalendaryear2011. In addition, amounts reportable under Section 6050W are subject to backup withholding requirements. We are required to perform backup with holding by deducting and withholding income tax from reportable transactions if (a) you fail to provide your taxpayer identification number (TIN) to us, or (b) the IRS notifies us that the TIN (when matched with the name) provided by you is incorrect. Accordingly, to avoid backup withholding from your daily merchant funding amount, it is very important that you provide us with the correct name and TIN that you use when filing the taxreturn thatincludesthetransactionsforyourbusiness. PLEASE NOTE THAT VARIOUS STATES MAY HAVE ADDITIONAL REPORTING/WITHHOLDING REQUIREMENTS Mastercard: The Mastercard symbol appears on the front or back of the Card. The Mastercard hologram is a 3 dimensional with a repeat “Mastercard” printed in the background. In addition, the words Classic, Preferred, Gold or Business may appear. When rotated, the hologram will reflect light and appear to move. Mastercard account numbers are sixteen(16)digits,andthefirstdigitisalwaysa two (2) or five(5).Thefirst four digits of the account must be printed directly below the embossed number.Thesignaturepanelistamperevidentwiththeword“Mastercard” printedin multiplecolorsat a 45ºangle.Formagneticswipedtransactions, remember to compare the signature on the back of the card with the cardholder’ssignature on the receipt.The 4 digitsprinted on the signature panel must match the last 4 digits of the account number, followed by the 3 digit indent printed CVC2 number. A Chip may be present on the card. The cardholder will be promptedto enter a uniquepersonalidentification number or PIN when the card is inserted into a chip capable payment terminal.PayPass®contactlesspaymenttechnologymaybepresenton card.A signatureisnotrequiredforPayPass®“tapped”transactionsbelowa specified limit. You are required to familiarize yourself with the new design by consulting a document “Mastercard Card Identification Features.”You B. Operating Procedures This part of the Program Guide (through Section 39) describes the procedures and methods for submitting Credit Card transactions for payment, obtaining Authorizations, responding to Chargebacks and Media Retrieval Requests, and other aspects of the operations of our services. Processor is a full-service financial transaction processor dedicated, among other processing services, to facilitating the passage of your Sales Drafts back to the thousands of institutions who issue the Mastercard,® Visa® , Discover and American Express Cards carried by your customers, as well as to the independent Card Issuers of American Express® and Optima. The Operating Procedures contained in this part focus primarily on the Mastercard, Visa and Discover and PayPal and American Express Card Organization Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them. They are designed to help you decrease your chargeback liability and train your employees. (In the event we provide Authorization, processing or settlement of transactions involving Cards other than Mastercard, Visa WFB2210(Rev00 –10/19)34 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 147  Packet Pg. 253 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Diners Club International:maydownloadthedocumentfromMastercard’swebsiteathttp://www. mastercardmerchant.com/us/merchant.A Diners Club International Acceptance Mark in upper left corner.• Discover: The Discover Network includes Discover, Diners Club International, JCB, UnionPay, BCCard and Dinacard. Valid standard rectangular plastic Cards bearing a Discover® Acceptance Mark include the following common characteristics and distinctive features. • Embossed14 – digitAccountNumber(beginswith36). • • Embossed digits on the card must be clear and uniform in size and spacing within groupings.• The Discover Acceptance Mark may appear on the lower right corner of the front,back,or both sides of the Card. • Embossed expiration data appearsin mm/yy format and indicatesthe last month in which the Card is valid.• Cards display either a three-dimensionalhologramon the front or back of the Card or a three-dimensional holographic magnetic stripe on the back of the Card. Valid Cards do not display holograms on both front and back. Note: Some valid Cards bearing a Diners Club International Acceptance Mark display a printed, unembossed Card number. If a Card sale involving a Diners Club International Card with an unembossed Card number cannot be completed by swiping the card through the POS Device, the card should not be accepted.If submitted, suchcard sale may be subjectto Dispute. • Card Numbers may be embossed or unembossed and will appear on either the front or back of a Card. Card Numbers begin with the number “6” and are composedof 16 digitsthatshould be clear and uniformin size and spacing. Union Pay:• The Cardholder name, and if applicable, business name, may be embossedor unembossedandwillappearon either the front or backof the Card. •A16–digitCardnumberstartingwith“622,”“624,”“625,”“626,”or“628” is embossed on the front of the Card. • The “Valid Thru” date may be embossed or unembossed and will appear on either the front or back of a Card in mm/yy format that indicates the last month in which the Card is valid. • Embossed digits on the Card should be clear and uniform in size and spacing. • The embossed expiration date appears in mm/yy formatand indicates the last month in which the Card is valid.• The words “DISCOVER” or “DISCOVER NETWORK” appears on the front of the Card under an ultravioletlight.• The Card contains a magnetic stripe. • The signature panel displays the words “DISCOVER” or “DISCOVER NETWORK” and may vary in size. Cards may contain a panel that includes an ultraviolet image of the word “DISCOVER.” An underprint of “void” on the signature panel becomes visible if erasure of the signature is attempted. • A three-dimensional hologram image of Heaven Temple in the foregroundwith Chinese charactersin the background appearson the front of all such Cards. The hologram reflects light as it is rotated. •“Valid Thru” and the Cardholder name (which may not be in English) are embossed on the frontof the Card.• The last four digits of the Card Number may be displayed on the back of the Card and are commonly printed in reverse indent printing on the signaturepanel. •The CID appears on the upper right corner of the signature panel. Note: Text on Cards bearing a China UnionPay Acceptance Mark may not be printed in English.• On embossed Cards, a security character, displayed as an embossed stylized “D” may appear on the front of the Card.JCB: • The 3-digit CID is printed on the back of the Card in a separate box to the rightof the signature panel.•Card Numbers are made up of 16 digits,startingwith“35”embossedor printed on the frontof the Card. NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO Cards). Certain valid unembossed Cards or Contactless Payment Devices approved by us for use in accessing Card Accounts (e.g., contactless stickers, key fobs, and Mobile Commerce Devices) andto conduct Contactless Card Transactions may not display the some features described above. Card expiration date and other features listed above are not displayed on such Contactless Payment Devices. • Embossed digits on the Card should be clear and uniform in size and spacing within groupings. • The Cardholder name and, if applicable, business name embossed on the front of theCard. • A JCB AcceptanceMarkappearson thefrontof theCard. • A three-dimensional hologram image of rising sun, rainbow, and “JCB” in micro lettering appearson either the front or the back of the Card.The hologramreflectslightas it is rotated. NOTE: For unembossed Cards used to conduct a Card Present Card Sales, Merchants must obtain an Authorization Response electronically using a POS Device. A Card Sale involving an unembossed Card may be subject to Dispute if the Merchant “key enters” Card information into a POS Device and does not use the electronic Authorization procedures. • The embossed expiration date appearsin mm/yyor mm/dd/yyformat on the front of the Card and indicates the last month in which the Card is valid. The features indicated below are found on valid Contactless Chip Payment Devices approved for use in accessing Card Accounts and to conduct Contactless Card Transactions: • The Card contains a magnetic stripe on the back of theCard. • The name “JCB” appears in ultraviolet ink on the left bottom of the front of the Card when held under an ultravioletlight. • Standard, plastic rectangular Cards that are also Contactless Chip PaymentDevices bear the security featuresdescribed above.• The first four digitsof the Card number match the 4-digitnumber pre- printed just belowthe embossed Card number of the frontof the Card. • Contactless Chip Payment Devices other than Mobile Payment Devices bear the ContactlessIndicator.• The first four digits of the Card number displayed on the signature panel on the back of the Card match the last four digits of the Card number that appears on the front of the Card.• Contactless Magnetic Stripe Payment Devices bear the Discover Zip Indicator • The last four digits of the Card number on the back of the Card followed by the 3-digit CID.• Other Acceptance Mark as described below for Diners Club International, JCB, and UnionPay. WFB2210(Rev00 –10/19)35 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 148  Packet Pg. 254 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Card must compare favorably with the signature on the Sales Draft. The• An overprint on the signature panel reads “JCB” in two colors, blue and green. • Some Cards have an embedded integrated circuit chip on the front of the Card. • The words “Good Thru,” “Valid Dates,” “Valid Thru,” or “Expiration Date”must be printedneartheexpirationdate.Thecorrespondingwords in the language of the country where the JCB Card is issued may also be printed. The words“Month/Year”or thecorrespondingwordsin the language of the country where the JCB Card is issued may be printed aboveorbelowtheexpirationdate. Visa, Mastercard , Discover, PayPal and American Express: If the signature panel on the Card is blank, in addition to requesting an Authorization, you must do all the following: • Review positive identification bearing the Cardholder's signature (such as a passportor driver’slicense that has not expired) to validatethe Cardholder’sidentity. Note: Some valid Cards bearing the JCB Acceptance Mark will have a printed, unembossed Card number on the Card. If a Card sale involving a valid, JCB Card with an unembossed Card number cannot be completed by swiping the Card through the POS Device, the Card should not be accepted. If submitted, such Card sale may be subject to dispute. • Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction. 26.4. Users Other Than Cardholders. A Cardholder may not authorize another individualto use his/her Card for purchases. Be sure the signature on the Card matches with the one on the Sales Draft. Furthermore, any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback. For Cards bearing a photograph of the Cardholder, ensure that the Cardholder appears to be the person depicted in the picture which appears on the Card. If you have any questions, call the Voice Authorization Center and request to speak to aCode10operator. PayPal Tokens: • PayPallogo appearson the frontof the card with allremaining features appearingon the back of the card • The followingfeaturesappearon the back of the card: ii.Last 4 digits of the Account Number printed on the PayPal Card Token 26.5. Special Terms. If you limit refund/exchange terms or impose other specific conditions for Card sales, you must provide proper disclosure to the Cardholderat the time of transaction in accordance with applicable law. If applicable, the words “No Exchange, No Refund,” etc. must be clearly printed on the SalesDraftnear or above the Cardholder’s signature. The Cardholder’s copy, as well as your copy, must clearly display this information near or above the Cardholder’s signature. Applicable disclosures will vary by transaction type. iv.Tamper proof signature panel followed by a 3 digit CID value • The full token card number does not appear anywhere on thecard. • Transactions processed using PayPal Card Tokens that do not have all of these featuresmay be subjectto Dispute under the Dispute Rules. American Express: • All American ExpressCard Numbersstartwith “37” or “34.”The Card number appears embossed on the front of the Card.Embossing must be clear, and uniform in sizing and spacing. Some Cards also have the Card Number printed on the back of the Card in the signature panel. These numbers, plus the last four digits printed on the Sales Draft, must match. During a liquidation and/or closure of any of your outlets, locations and/ or businesses, you must post signs clearly visible to customers stating that “All Sales Are Final,” and stamp the Sales Draft with a notice that “All Sales Are Final.” • Pre-printed Card Identification (CID) Numbers must alwaysappear Generally do not give cash, check or in store credit refunds for Card sales. Visa allows for the following exclusions: a cash refund to the Cardholder for a Visa Easy Payment Transaction, a cash refund, Credit, or other appropriate form of Credit to the recipient of a gift purchased as a Mail/ Phone Order transaction, or a cash refund or in-store Credit for a Visa prepaid card transaction if the Cardholder states that the Visa prepaid card has been discarded. NOTE: A disclosure does not eliminate your liability for a Chargeback. Consumer protection laws and Card Organization Rules frequently allow the Cardholder to dispute these items notwithstanding suchdisclosures. above the Card Number on either the right or left edge of the Card. • Only the person whose name appears on an American Express Card is entitledto use it.Cardsarenottransferable. • Some Cards contain a holographic image on the front or the back of the plastic to determine authenticity. Not all American Express Cards have a holographic image. • Some Cards have a chip on which data is stored and used to conduct a transaction. • The signature on the back of the Card must match the Cardholder’s signature on the Sales Draft, and must be the same name that appears on the front of the Card. The signature panel must not be taped over, mutilated,erasedorpaintedover. 26.6. Delayed Delivery Transactions or Deposit Balance. In a delayed delivery transaction where a Cardholder makes a deposit toward the full amount of the sale, you should execute two separate Sales Drafts (each completedfullyasdescribedin Section 28.1.), the first for a depositandthe secondfor paymentof the balanceupon deliveryof the merchandiseor the performanceof theservices. • Some Cards also have a three digit Card Security Code (3CSC) number printedon thesignaturepanel. 26.2. Effective/Expiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid from) (if present) and Visa: You must obtain an Authorization for each Sales Draft on each transaction date. You must assign the separate Authorization numbers to each Sales Draft, respectively. You must note on such Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization dates and approval codes. expiration (valid thru) dates which are located on the face of the Card.The Mastercard: For Mastercard transactions, you must obtain an Authorization for each Sales Draft on each transaction date. You must note on both Sales Drafts the words “delayed delivery,” “deposit” or “balance,” as appropriate, and the authorization date and approval code.26.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has not been disfigured or tampered with in anyfashion (an altered signature panel may appear discolored, glued or painted, or showerasuremarkson thesurface).Thesignatureon the back of the NOTE: For Visa and Mastercard transactions, If delivery is more than twenty-five (25) days after the original transaction date and the initial WFB2210(Rev00 –10/19)36 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 149  Packet Pg. 255 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Cardholder’sconsentmust include (1) a detailed description of the goodsAuthorization request, you should reauthorize the unprocessed portion of • doobtainanauthorizationapproval; • do complete aSales Draft; and •if you cannot deliver the goods or services (for example, because custom-orderedmerchandisecannotbe fulfilled)andcannotmakeother Discover: For Discover transactions, you must label one Sales Draft “deposit” and the other “balance,” as appropriate.For Card Not Present transactions involving an advance payment: You shall submit Authorization requests you receive and await receipt of the Authorization Response prior to completing the Card sale. A positive Authorization Response will remain valid for thirty (30) calendar days from the date of the Authorization responsefor Card sales in the car rental industry,airline andpassengerrailway industries, the lodging industry and other travel MCCs including passenger transport and all International Card sales. A positive Authorization response will remain valid for ten (10) calendar days from the date of the Authorization response for Card sales in all other industries and MCCs. •do ensure that the Sales Draft contains the words “Advance Payment”; and •within twenty-four (24) hours of the advance charge being authorized, doprovidethecardholderwithwrittenconfirmation(forexample,byemail In addition, you must complete Address Verification at the time of the “balance” authorization, and you must obtain proof of delivery upon deliveryof the services/merchandisepurchased. You may not submit sales data relating to the “balance” to us for processing until the merchandise/ servicepurchasedhasbeencompletelydelivered. 26.7. Recurring Transaction and Preauthorized Order Regulations. If you process recurring transactions and Charge a Cardholder’s account periodically for recurring goods or services (e.g., yearly subscriptions and annual membership fees, etc.), the Cardholder shall complete and deliver to you a Cardholder approval for such goods or services to be charged to his account. The approval must at least specify the Cardholder’s name, address, account number and expiration date, the transaction amounts, the frequency of recurring Chargesand the duration of time for which the Cardholder’s permission is granted. For Discover transactions, the approval must also include the total amount of recurring Charges to be billed to the Cardholder’s account, including taxes and tips and your Merchant Number. American Express: For American Express Card transactions, you must clearly disclose your intent and obtain written consent from the Cardholder to perform a delayed delivery transaction before you request an Authorization. You must obtain a separate Authorization Approval for each delayed delivery transaction on their respective Charge dates and clearly indicate on each record that the Charge is either for the deposit or for the balance of the transaction. You must submit the delayed delivery transactionrecordfor the balanceof the purchase only after the itemshave been shipped, provided or services rendered. For deposits, submission must be on the date the Cardholder agreed to pay for the deposit for the purchase. For balances, submission must be on the date the items are shipped,providedor servicesrendered.Youmust submitand If the recurring transaction is renewed, the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Cardholder’saccount. You may not complete a recurring transaction after receiving a cancellation notice from the Cardholder or Issueror after a requestforAuthorizationhasbeen denied. Authorize each delayed delivery transaction under the same Merchant Identification Number and treat deposits on the Card no differently than youtreatdepositson allotherpaymentproducts. If we or you have terminated this Agreement, you may not submit authorization requests or sales data for recurring transactions that are due after the termination date of this Agreement. , and you must inform Cardholders for which you have submitted the recurring transactions that you no longer accept the Card.Advance Payment Charges. Please follow the procedures set out in thissection if you permit or requirecardholderstomakeadvancepaymentchargesfor:You must obtain an Authorization for each transaction and write “Recurring Transaction” (or “P.O.”for Mastercard transactions/ “Signature on File” for American Express) on the Sales Draft in lieu of the Cardholder’s signature. A positive authorization response for one recurring transaction Card Sale is not a guarantee that any future recurring transaction authorization request will be approved or paid. • customorders(forexample,ordersforgoodsto be manufacturedtoa customer’s specifications); • ticketingforeventsor entertainment(forexample,sportingeventsor concerts); • tuition,room,board,andothermandatoryfees(forexample,libraryor otherstudentsservicesfeesatuniversities); For all recurring transactions, you should submit the 3-digit CID with thefirstauthorizationrequest,butnotsubsequentauthorizationrequests. Discover Card Organization Rules specifically require that you follow this CID procedure for Discover recurring transactions.• ticketsfor airlines,rail lines,cruise lines, lodging, and other travel- relatedservices(forexample,toursorguidedexpeditions); Also, for Discover recurring transactions, the Sales Draft must include a general description of the transaction, your merchant name and a toll-free customer service number that the Cardholder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction. • vehiclerentals;or • in-store merchandise not immediately available (for example, merchandisepre-purchasedforan upcoming sale event or merchandiseon layaway). For all advance payment transactions:For American Express recurring transactions you should periodically verify with Cardholder that their information (e.g., Card Number, expiration date, billing address) is still accurate. This will improve the likelihood of obtaining an approval to an Authorization request. • do state your full cancellation andrefund policies; • do clearly disclose your intention to receiveadvancepayment; • beforeyourequestan authorization,doobtainwrittenconsentfrom the cardholderto bill the card for an advancepaymentcharge; the The method to secure consent for recurring Charges must contain a WFB2210(Rev00 –10/19)37 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 150  Packet Pg. 256 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Processa refund for the fullamountpaid if unable to adhere to the terms of the sale or service.disclosure that you may receive updated Card account information from • Do include the installment payment indicator in the authorization request. • Don’t impose a convenience fee in connection with an installment • Ensure that your process for cancellation of recurring billing is simple payment. andexpeditious;• Don’tprocessinstallmenttransactionsat intervalsless than. - 7calendardays.• Clearly and conspicuously disclose all material terms of the option, including, if applicable, the fact that recurring billing will continue until the option is cancelled by theCardholder;- Monthly anniversary of the shipment date for the U.S. region. 26.9. Certain Rules and Requirements. The following rules are requirements strictly enforced by Visa, Mastercard and Discoverand PayPal: • Within twenty-four (24) hours of incurring the first recurring billing Charge, provide the Cardholder written confirmation (e.g., email or facsimile) of such Charge, including all material terms of the option and detailsof yourcancellation/refundpolicy;and •Your minimum Credit Card acceptance amount cannot exceed $10.00. Such minimum amount must be established to all Credit Cards regardless• Where the material terms of the option change after submission of the first recurring billing Charge, promptly notify the Cardholder in writing of such change and obtain the Cardholder’s express written consent to the new terms prior to submitting another recurring billing Charge. The cancellation of an American Express Card constitutes immediate cancellation of that Cardholder’s consent for recurring Charges. American Express will not have any liability from such cancellation. If an American Express Card is cancelled or a Cardholder withdraws consent to recurring Charges, you are responsible for arranging another form of payment with the Cardholder. •Youcannot impose a surcharge or fee for accepting a Debit Card or PayPal Cards. • Youcannot establish any special conditions for accepting a Card.Allrecurringtransactionsor preauthorizedordersmaynotincludepartial paymentsfor goodsor servicespurchased in a single transaction.•Youcannot require the Cardholder to supply any personal information (e.g., home or businessphonenumber;homeor businessaddressincludingYou may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order. If you process recurring payment transactions, the Recurring Payment Indicator must be included in each Authorization request, and as applicable, each Batch submission entry. Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment Indicator. • Any taxrequired to be collected must be includedin the total transaction amount and not collected in cash.26.8. PaymentsByInstallments. If you process multiple payments for a single purchase of goods or services over a periodof time basedon an agreementbetween a Cardholderanda merchant(forexamplea car payment or furniture purchase)pleasefollowtheproceduressetoutin thissection: • Youcannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible, for example,a transactionthat hasbeen previously charged back,or to cover a dishonoredcheck. • Do obtain written Cardholder approval for goods or services to be charged on an installment basis to the Cardholder’s account at the time of the first transaction.Approvalmust at leastspecify: • Youcannot accept a Visa Consumer Credit Card or commercial Visa Product,issued by a U.S.Issuer to collector refinance an existing debt. • You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least one copy of the Sales Draft or Credit Draft to the Cardholder. - Terms of service. - Timing of delivery toCardholder. - Transactionamount.• If you accept Card checks, your Card check acceptance policy must treat the acceptance of checks from all payment card brands that you accept equally. (e.g., if you accept Mastercard, Visa and Discover, your check acceptance policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States. - Total purchaseprice. - Terms of future payments,including dates,amounts,currency, cancellation and refundpolicies. - Any associated charges, including shipping and handling charges and any applicable tax.• Failure to comply with any of the Card Organization Rules may result in • Installment transaction amount must an less than the total price of the merchandise or services purchased (may include interest charges, except in the US Region) and must be applied to the total obligation. finesorpenalties. U.S. merchants may engage in any of the following: • You may direct customers to a particular brand or type of general purpose card or a particular form of payment. U.S. merchants may also encourage customers who initially present a Visa Card to use a payment card with a differentnetworkbrand,a differenttypeof paymentcardor a differentformof payment. • Do obtain authorization foreachtransaction. • Contact Cardholder in writing if authorization is declined, and allow at least 7 days for payment by other means. • Provide the followingto the Cardholder within 3 businessdaysif they cancelwithin the terms of the cancellation policy.• You may provide a discount/incentive for a consumer to pay with cash, check, Credit Card, Debit Card, etc., however, you must clearlyand conspicuously disclose the discount to consumers. Also, you must offer the- Cancellationor refundconfirmationin writing. - Credit transaction receipt for the amount specified in the cancellation policy. WFB2210(Rev00-10/19)38 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 151  Packet Pg. 257 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 efforts, by reasonable and peaceful means to retain the Card while makingdiscount to all consumers and you cannot discriminate based upon Card in Section 26.10. • You may offer a discount or rebate, including an immediate discount or rebateat thepointof sale;26.10.7. MastercardrevisedstandardsrelatedtotheuseofMobile POS (“MPOS”) terminals. • You may offer a free or discountedproduct,serviceor enhancedservice; • You may offer an incentive,encouragement,or benefit;Merchantswithlessthan$100,000inannualMastercardtransaction volume may use Chip only MPOS terminals; • You may express a preference for the use of a particularbrand or type of generalpurposecardor aparticularformof payment;•That do notsupportmagneticstripe capture and cannot print a paper Transactionreceipt. • Youmaycommunicate to a customer the reasonablyestimated or actual costs incurred by the merchant when a customer uses a particularbrand or type of general purpose card or a particular form of payment or the relative costs of using different brands or types of general purpose cards or different forms of payment. NOTE: Visa Consumer Debit and Visa Business Debit Card products including prepaid card type can be accepted to collect or refinance an existing debt; or •Have a contact chip reader and magnetic stripe- reading capability but does not support PIN as a Cardholder Verification Method (“CVM”) for • Chip-onlyMPOSTerminal. Merchants with less than $100,000 in annual Mastercard transaction volume may use MPOS terminals or Chip-only MPOS solutions that do notsupportelectronicsignaturecaptureto completea transactionwithout obtaining a CVM.• You may engage in any other practices substantially equivalent to the above. Please Note: Merchants with more than $100,000 in annual transactions may use MPOS terminals if the MPOS terminal complies with Mastercard’s requirements for POS terminals or hybrid POS terminals (if chip cards are accepted). • You will inform the Cardholder that you are responsible for the Card transaction including your goods and services and for related customer service,dispute resolution andperformance of the termsand conditionsof thetransaction. 26.11. Deposits of Principals. Owners, partners, officers and employees of your business establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business.Suchuse in violation of this Section 26.11 is deemed a cash advance,and cashadvancesare prohibited. 26.10. Card Acceptance. If you have indicated either in the Merchant Processing Application or by registering with us at least thirty (30) days in advance that, as between Non-PIN Debit Card transactions and Credit Card transactions,youwill limityour acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions, thenthefollowingtermsin thisSection26.10willapply: 26.10.1. You will be authorized to refuse to accept for payment either Non-PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be obligated to accept all foreign issued Credit or Debit Cards issued by Mastercard, Visa or Discover so long as you accept any type of Mastercard, Visa or Discover brandedCard. 26.12. Merchants in the LodgingIndustry. 26.12.1. Generally. There are additional rules and requirements that apply to merchants in the lodging industry for practices including,but not limited to, Guaranteed Reservations and Charges for no shows, advance deposits,overbookings,and priority checkout.If you are a merchant a lodging merchant and wish to participate in the Card Organization lodging services programs, please, contact your sales representative or account manager for detail and the appropriate Card Organization Requirements. Failure to do so could result in additional charges or termination of this Agreement. 26.10.2. While many Debit Cards include markings indicating debit (such as “Visa Checkcard, Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include such markings. It will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. Youagree to institute appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality/ non-disclosure agreements required by the Card Organizations. You will be responsible for updating your systems to utilize such tables and to obtain updated tables. You must safeguard BIN information provided by us. If you share our provided BIN information with a third party to use on your behalf, you must require they safeguard it also and use it only for card type identification at the POS. 26.12.2. Lodging Service Services Programs. In the event you are a lodging merchantand wish to participate in Visa’sand/orMastercard’s lodging services programs, please contact your sales representative or account manager for details and the appropriate Mastercard and Visa requirements. 26.12.3. Written Confirmation of Guaranteed Reservations. You mustprovidetheCardholderwithwrittenconfirmationof a guaranteed reservation.Theconfirmationmustcontain: 26.10.3. To the extent thatyouinadvertently or intentionally accept a transaction other than the type anticipated for your account,such transaction will downgrade to a higher cost interchange and you will be billed the difference in interchange (a Non-Qualified Interchange Fee), plus a Non-Qualified Surcharge (see Section 5.1 and Glossary). • Cardholder’sname as it appearson the Card, if present. • CardNumber,truncatedwhererequiredbyapplicablelawto you or us and Cardexpiration date if present, unless prohibited by applicable law to you orus. 26.10.4. Based upon your choice to accept only the Card types indicated in the Application, you must remove from your premises any existing signage indicating that you accept all Visa, Mastercard or Discover Cards and use approved specific signage reflecting your policy of accepting only Non-PIN Debit or Credit Cards. •Reservationconfirmationnumber. • Anticipated arrival date and length ofstay. • The cancellation policy in its entirety, inclusive of the date and time the cancellation privilegesexpire. • Anyotherpertinentdetailsrelatedto thereservedaccommodations.26.10.5. Even if you elect not to accept Non-PIN Debit Card transactions as provided above, you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Services. 26.12.4. Cancellation of Guaranteed Reservations. If a Cardholder requestsa cancellation in accordance with Merchant’scancellationpolicy 26.10.6. If a Mastercard Card ispresented, you must use your best 39WFB2210(Rev00-10/19) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 152  Packet Pg. 258 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 only use the American Express Marks as permitted by the Agreement andand specified time frames,Merchantmust provide the Cardholderwith 26.14.1. Discover Sublicense to Use Discover Program Marks. You are prohibited fromusing the DiscoverProgramMarks,as defined below, other than asexpresslyauthorizedin writing by us. “DiscoverProgram Marks” means the brands, emblems, trademarks and/or logos that identify Discover Cards, including, without limitation, Diners Club International Cards, JCB, UnionPay, BCcard, and Dinacard. Additionally, you shall not use the Discover Program Marks other than as a part of the display of decals, signage, advertising and other forms depicting the Discover ProgramMarksthatareprovidedto you by us or otherwiseapprovedin advancein writingby us. • Cardholder’sname as it appearson the Card, if present. • Card Number, truncated as required by applicable law to you or us. • Cardexpiration date,if present,unlessprohibited by applicable law to you orus. • Reservation cancellationnumber. You may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by you must be approved in advance by us in writing. • Date of cancellation. • The name of the Merchant’semployee that processed the cancellation. • Anyotherpertinentinformationrelatedto thereserved accommodations.You shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by the owners of the Discover Program Marks. Yourecognize that you have no ownership rights in the Discover Program Marks. You shall not assign to any third party any of the rights to use the Discover Program Marks. 26.13. Customer Activated Terminals and Self-Service Terminals. Transactions are processed at customer-activated terminals and self- service terminals have specific requirements for processing. Prior to conducting Customer Activated Terminal (“CAT”) transactions or Self-Service Terminal transactions for Mastercard, Visa, Discover or PayPal you must contact us for approval and further instructions, rules and requirements that apply to CAT and Self-Service Terminal transactions. Failure to do so could result in additional charges or termination of this Agreement. 26.14.2. American Express sublicense to Use American Express Marks. You shall only use the American Express Marks as reasonably necessary to perform your obligations under the Agreement. The guidelines listed below apply to the Merchant’s use of the American Express “Blue Box”logo.Customer Activated Terminals for American Express Transactions • The “Blue Box” logo must always be shown in the pre-approved “AmericanExpressblue”or, in one or two color communications,or black. Charges for purchases at your Customer Activated Terminals (CATs) must meet the requirements for Sales Draft as detailed below: •The space around the “Blue Box”must equal at least 1/3 the size of theYou must include:box.• Full Magnetic Stripe data stream or chip Card data in all Authorization requests, and;•The“BlueBox”logominimumsizeis3/8"and1/2"isthepreferredsize. • A minimumdistanceof 1-1/2 times the size of the“Blue Box”must be allowed between the“Blue Box”logo andanotherMark.• CATindicator on all Authorization requests and Submissions. American Expresswill not be liable for actualor alleged fraudulent Charges occurring through Customer Activated Terminals (CAT) and will have the right to Chargeback for those Charges. • For additional guidelines on the use of the American Express Marks, youcanvisittheAmericanExpresswebsiteat www. americanexpress.com/ decals.26.14. Displays and Advertising. You must prominently display appropriate Visa, Mastercard, Discover, PayPal, American Express, and, if applicable, other Card Organization decals and program Marks at each of yourlocations,in catalogs,on websitesandon otherpromotionalmaterials as required by Card Organization Rules, if you elected to accept such Card payments on your Application. You may not indicate that Visa, Mastercard, Discover, PayPal or any other Card Organization endorses your goods or services. • You must remove American Express Marks from your website and wherever else they are displayed upon termination of the Agreement or if do notelect to acceptor are notauthorized to acceptAmerican Express Cards. 26.14.3. PayPal Sublicense to Use PayPal Marks. You are prohibited from using the PayPal Marks, as defined below, other than as expressly authorized in writing by us. “PayPal Marks” mean the brands, emblems, trademarks, and/or logos that identify PayPal acceptance. You may use the PayPalMarksonly to promote PayPalproducts,offers, services,processing and/or acceptance. Your use of the PayPal Marks is restricted to the display of decals, signage, advertising, and marketing materials provided or approved by PayPal in writing pursuant to the process set forth in the PayPal Card Organization Rules. You shall not use the PayPal Marks in such a way that PayPal Account Holders could believe that the products or services offered by you are sponsored or guaranteed by the owners of the PayPal Marks. You recognize that you have no ownership rights in the PayPal Marks. You shall not assign to any third party any of the rights to use the PayPal Marks. You are prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal. Your right to use the program Marks of the Card Organizations terminates upon the earlierof (i) if and when your right to acceptthe Cards of the respective Card Organization terminates (e.g., if your right to accept Discover Cards terminates, you are no longer permitted to use Discover Program Marks), (ii) delivery of notice by us or the respective Card Organization to you of the termination of the right to use the program Mark(s) for thatCard Organization,or (iii) termination of the license to use the program marks by the respective Card Organization to us. American Express: If you elected to accept the American Express Card on your Application, whenever payment methods are communicated to customers,or whencustomersaskwhatpaymentsareaccepted,youmust indicate your acceptance of the American Express Card and display the American Express Marks (including any Card application forms provided to you) as prominently and in the same manner as you do for any other Card or payment products.. You must not use the American Express Marks in any way that injures or diminishes the goodwill associated with theAmericanExpressMarks,nor(withoutpriorwrittenconsentfromus) indicate thatAmerican Expressendorse your goods or services.Youshall 26.15. Cash Payments by and Cash Disbursements to Cardholders. You must not accept any direct payments from Cardholders for Charges of merchandise or services which have been included on a Sales Draft; it is the right of the Issuer to receive such payments. You may not make any cash disbursements or cash advances to a Cardholderas part of a Card WFB2210(Rev00-10/19)40 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 153  Packet Pg. 259 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • talk fast or carry on a conversation to distractyoufromchecking the signature?transactionunlessyouarea financialinstitutionwithexpressauthorization •take the Card from a pocketinstead of a wallet? • repeatedly come back,in a short amount of time or rightbefore closing time,to makeadditionalpurchases? 26.16. Discover Cash Over Transactions. Cash Over transactions are not available for Mastercard or Visa transactions. You may issue Cash Over in connection with a Discover Card sale provided that you comply with the provisions of this Agreement including the following requirements: • cause an unusual, sudden increase in the number and average sales transactionsoveraone-tothree-dayperiod? •tell you he has been having some problems with hisIssuer and request that you call a number (that he provides) for a “special” handling or • You must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the Cash Over amount of the Card sale. You may not submit separate authorization requests for the purchase amount and the Cash Over amount. • have a previous history of disputedCharges? •place orders to be shippedto an address other than the billing address, or useanonymous/freeemaildomains?• The Sales Draft must include both the purchase amount and the Cash Over amount, and you may not use separate Sales Drafts for the purchase amount and Cash Over amount. •placeorderssentto zip codes or countrieswhereyoushowa historyof fraudulentclaims? • Cash Over may only be offered with a Card Present Card Sale that includes a purchase of goods or services by the Cardholder. You must not issue Cash Over as a stand-alone transaction. Merchants that offer Cash Over may require the total amount of a Card Sale with a Credit product, including Cash Over, to meet a minimum transaction amount of up to $10.00. • frequentlymakepurchasesand then return goodsfor cash? • use a prepaid Card to purchase otherprepaid Cards? •use a large numbersof prepaid Cards to make purchases? Does the Card: • have characters the same size, height, style and all within alignment? • You shall not assess or charge fees of any type or amount, including any surcharges, on Cash Over transactions. None of the fees or charges applicable to Cash Advances shall be applied to Cash Over transactions. • appearto be re-embossed(theoriginalnumbersor lettersmaybe detected on the back of the Card)? • have a damaged hologram?• Cash Over may not be dispensed in connection with Credits, Cash Advances, or any Card Sale for which you are unable to electronically capture Track Data using the POS Device. • have a Magnetic Stripe on the back on the Card? • The maximum amount of cash that you may issue as Cash Over is $100.00.•have an altered signature panel(e.g.,appeardiscolored,glued or painted, orshowerasuremarksonthesurface)? (Cash Over may not be available in certain markets. Contact us for further information.)• have“validfrom”(effective)and“validthru”(expiration)dates consistentwiththesaledate? 26.17. Telecommunication Transactions. Telecommunication Card Sales occur when a telephone service provider is paid directly using a Card for individual local or long-distance telephone calls. (NOTE: pre-paid telephone service cards are not and do not give rise to Telecommunication Card Sales). Prior to conducting Telecommunication transactions you must contact us for approval and further instructions, rules and requirements. Failure to do so could result in additional charges or termination of this Agreement. If you use an electronic terminal and swipe the Card, make sure the account number displayed on the terminal and/or the Sales Draft matches thenumberontheCard.Ifyoucannotordonotverifytheaccountnumber andacceptthesale,youaresubjecttoaChargebackandcouldbedebited for the amount of the transaction. IF THE NUMBERS DO NOT MATCH, DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT, EVEN THOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY SWIPED CARD NUMBER MAY BE RECEIVED. 27. Suspect Transactions Fraud-Prone Merchandise Tips: If the appearance of the Card being presented or the person presenting the Card appears to be suspicious or you otherwise suspect fraud, you must immediately call the Voice Authorization Center and ask to speak to a Code10 operator.Answeralltheirquestionsandfollowtheirinstructions. While not proof that a transaction is fraudulent, the following are some suggestions to assist you in preventing fraudulent transactions that could result in aChargeback: • Gift Cards, jewelry, video, stereo, computer and camera equipment, shoes and men’sclothing are typically fraud-prone because they can easily beresold. • Be suspiciousof high dollar amountsand transactionswith more than one fraud-prone item, e.g., two VCRs, three gold chains, etc. If you suspect fraud: Ask yourself, does the Customer:Call the Voice Authorization Center and ask to speak to a Code 10• operator.• appear nervous/agitated/hurried? • If the terminal does not display the Card number, call the POS Help Desk for terminalassistance.• appearto be makingindiscriminate purchases(e.g.,doesnotcare how much an item costs,the size,etc.)? REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE AVAILABILITY OF A CARDHOLDER’S CREDIT AT THE TIME OF THE TRANSACTION. IT DOES NOT WARRANT THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL CARDHOLDER. IF PROPER PROCEDURES ARE NOT FOLLOWED AT THE TIME OF THE TRANSACTION, YOU ARE SUBJECT TO A CHARGEBACK AND YOUR ACCOUNT MAY BE DEBITED FOR THE AMOUNT OF THE TRANSACTION. • makepurchasessubstantiallygreaterthanyourusualcustomer(e.g., youraveragetransactionis$60,butthistransactionisfor$360)? • insist on taking the merchandise immediately (e.g., no matter how difficult it is to handle,isnotinterestedin freedelivery,alterations,etc.)? • appearto be purchasingan unusualamountof expensiveitemsor the same items? • take an unusual amount of time to sign the Sales Draft, or look at the back of the Card as he signs? WFB2210(Rev00–10/19)41 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 154  Packet Pg. 260 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 signed. Stray marks and other alterations on a Sales Draft may render it28. Completion of Sales Drafts and CreditDrafts You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction and provide a copy of it or a transaction receiptor copy of the Draft to the Cardholder at the time the Card transaction is completed.For Discover sales using a paper Sales Draft (as opposed to Electronic Draft Capture), the paper sales draft must also contain the initials of your representative or employee that conducted the transaction. For Discover Credits, the Credit Draft must contain the signature of your authorized representative or employee that conducted the transaction. 28.1. Information Required. All of the following information must be contained on a single page document constituting a Sales Draft or Credit Draft: • Cardholder’saccount number must appear on the Sales Draft or Credit Draft in the manner required by applicable law and Card Organization Rules. NOTE: The copy of the Sales Draft or Credit Draft you provide to a Cardholder must not include the Cardholder’s expiration date or any more than the last four digits of the Cardholder’s Card number. Some states have similar requirements that also apply to the Sales Drafts or Credit Drafts you retain. Mastercard requires that Card expiration dates be excluded from the Sales Drafts or Credit Drafts your business retains. You are solely responsible to determine the Card account number truncation requirements and Card expiration date exclusion requirements for your state/ jurisdiction; Discover and PayPal Card Sales in an amount more than $50.00 including sales taxes, tip, surcharge and/ or Cash Over amount are not eligible for treatment as No Signature Required Card Sales and you may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder’s Signature on the Sales Draft. Eligible merchants participating in Visa Easy Payment Service (“VEPS”) (Visa’s No Signature Required Program), Quick Payment Service and/ or Small Ticket are only required to providetheCardholderwiththe completed SalesDraftwhen requested by the Cardholder. NOTE: If you are a merchant operating under certain merchant category codes (“MCC”) approved by the Card Organizations, you are not required to provide a transaction receipt, unless requested by the Cardholder or obtain the Cardholder’s signature provided that you transmit the full track data in the authorization request and the sale amount is below the applicable program floor limit (Mastercard/ Discover/PayPal/ American Express/STARis$50.00or less.Visa’sprogramlimitremainsat$25.00or less excluding U.S. grocery stores (MCC 5411) and discount stores (MCC 5310) where the limit is$50.00. • Clear imprint of the Card. Whenever the term “imprint” is used it refersto the process of using a manual imprinting machine to make an impression of the Card on a SalesDraft; it does not include the printout from a printer attached to an electronicdevice.If you use a device(e.g., authorization/draftcapture terminal,cashregister,POSDevice,etc.) to electronically capture the card information (magneticswipe,chip or contactlessdata),youdonothavetoimprinttheCard.HOWEVER,IF THE CARD HAS A CHIP OR MAGNETIC STRIPE AND THE POS DEVICE FAILS TO READ THE CHIP OR MAGNETIC STRIPE OR IF YOU ARE REQUIRED TO OBTAIN A VOICE AUTHORIZATION, YOU MUST ALSO USE A MANUAL INMPRINTING MACHINE TO MAKE A CLEAR IMPRESSION OF THE CARD ON THE SAME SIDE OF THE SIGNED SALES DRAFT. IF YOU WORK IN THE FACE-TO- FACE SALES ENVIORNMENT, YOU MAY INCLUDE THE CARD VERIFICATION CODE IN THE AUTHORIZATION REQUEST FOR U.S. DOMESTIC KEY-ENTERED TRANSACTIONS IN LIEU OF TAKING A MANUAL CARD IMPRINT, WITH THE EXCEPTION OF DISCOVER. FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENT YOU FROM DEFENDING A TRANSACTION IN THE EVENT THAT IT IS CHARGED BACK UNDER A CLAIM THAT THE RIGHTFUL CARDHOLDER DID NOT AUTHORIZE THE PURCHASE. ENTERING INFORMATION INTO A TERMINAL MANUALLY WILL NOT PREVENT THIS TYPE OF CHARGEBACK. FOR MAIL/TELEPHONE/ INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE SECTION 28.2. IF THE PHYSICAL CARD IS NOT PRESENT, ANOTHER FORM OF PAYMENT MUST BE REQUESTED; For Discover only include the last 4-digits of the merchant identification number. For Mastercard, if you are operating vending machines under MCC 5499 (Miscellaneous Food Stores-Convenience Stores, Markets, Specialty Stores), you need not provide a receipt at the time a transaction is conducted. If a vending machine cannot provide a printed receipt, you must disclose and post instructions advising customers how a receipt may be obtained. Sales Drafts for American Express Transactions. You must create a Sales Draft for every Charge. For each Charge submitted electronically, you must create an electronically reproducible Sales Draft. The Sales Draft (and a copy of the customer’s receipt) must disclose your return and/or cancellation policies. If the Cardholder wants to use different Cards for payment of a purchase, you may create a separate Sales Draft for each Card used. However, if the Cardholder is using a single Card for payment of a purchase, you shall not divide the purchase into more than one Charge, nor shall you create more than one Sales Draft. • Cardholder’s signature. However, eligible merchants participating in Mastercard’s Quick Payment Service Program, Visa No Signature Required Program, American Express No Signature Program, Discover’s No Signature Program, PayPal’s No Signature Program, and/or certain Discover transactions (see note below) are not required to obtain the Cardholder’ssignature under certain conditionsset forth by eachprogram; • Submit the Charge to American Express directly,or through your Processor,forpayment. •Retain the original Sales Draft (as applicable) and all documents evidencingthe Charge,or reproducible recordsthereof,forthe timeframe • Provide a copy of the Sales Draft to the Cardholder.• Date of thetransaction You may be able to create more than one Sales Draft if the purchase qualifies for a delayed delivery Charge. The retention time frame for SalesDraftsistwenty-four(24)monthsfromthedateyousubmittedthe corresponding Charge to us. Pursuant to applicable law, truncate the Card number and do not print the Card’s expiration date on the copies of Sales Drafts delivered to Cardholders. Truncated Card number digits must be masked with replacement characters such as “x,” “*” or “#,” and not blank spaces or numbers. •Amountof the transaction(including the approved currencyof the sale); • Description of the goods and/or services involved in the transaction (if there are too many items, combine them into onedescription; e.g. “clothing” instead of “one pair of pants, one shirt”). Do not carry information onto a second Sales Draft; •Description of your merchandise return and Credit/refund policy; • A valid authorization code;and If you submit Charges on paper, you must create a Sales Draft containing all of the following required data:• Merchant’s Doing Business As (“D/B/A”) name and location (city and staterequired)andMerchantIdentificationNumber. When imprinting Sales Drafts, do not alter the Cardholder account number,circle or underline any informationon the Sales Draft or alter a Sales Draft in any way after the transaction has been completed and •Provide a copy of the Sales Draft to the Cardholder. FullCard number and expiration date (pursuantto applicable law),and WFB2210(Rev00–10/19)42 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 155  Packet Pg. 261 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 imprinted or magnetically swiped transaction and you will not have theif available, Cardholder name. • The date the Charge wasincurred. • The amount of the Charge, which must be the total price for the purchase of goods and services (plus applicable taxes and gratuities) purchased on theCard. • A clear description of the goods or services purchased by the •Obtain the expiration date of Card. Cardholder.• On the Sales Draft, clearly print the Cardholder’s account number; effectiveandexpiration dates; date of transaction;description of the goods and services; amount of the transaction (including shipping, handling, insurance, etc.); Cardholder’s name, billing address and shipping address; authorization code; and merchant’s name and address (city and state required); provided, that you must effect PAN Truncation, and must not include the expiration date, on the copy of the Sales Draft or Credit Draft that you provide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draft youretain. • An imprintor otherdescriptorof yourname,address,Merchant Identification Number and, if applicable,store number. • The words“no refunds”if you have a no refund policy,andyourreturn and/or cancellationpolicies. American Express No Signature Program/ No PIN Required Program. You may participate in the American Express No Signature/ No PIN Program. This No Signature/ No PIN Program allows establishments not to request a signature from Cardholders on the Sales Draft. To qualify for the No Signature/ No PIN Program, both the establishment and each Charge must meet the following criteria: • For mail orders, write“MO”;for telephoneorders,write“TO”on the Cardholder’s signatureline. • If feasible, obtain and keep a copy of the Cardholder’s signature on file on a formauthorizingyouto submittelephoneandmailordertransactions.Establishment Criteria. If your establishment is classified in an industry that accepts in-person Charges, then the establishment may participate in the No Signature/ No PIN Program with the exception of the following categories: You should utilize the Address Verification Service for all Card Not• Present Transactions (see note below). Address Verification is specifically If you do not receive a positive match through AVS, you may not process the Discover Card Not Present Transaction. If you do not have AVS, contact us immediately. • Merchantswho do notconductin-person Charges (i.e.,internet,mail order or telephone order). • Prohibited transactions as set forth in the American Express Card Organization Rules or illegal transactions or activity, as described in Section 25.2. •Youshould obtain the 3 or 4 digit Card Verification Code number and include it with each authorization request. Discover Card Organization • High Risk Merchants (e.g., establishments whose business type has had historically high occurrencesof fraud and disputed charges with American Express or as compared to other similarly situated merchants (or both); examples include internet electronic services or nightclubs/lounges) as determined by American Express in its sole discretion. •Fortelephoneorders,itisrecommendedthatwrittenverificationofthe sale be requestedfromtheCardholder(sentbymailor fax). • You may not submit a transaction for processing until after the merchandise has been shipped or the service has been provided to the customer. (The Card Organizations will permit the immediate billing of merchandisemanufacturedto thecustomer’sspecifications[i.e.,special/ custom orders] provided the Cardholder has been advised of the billing details.) • Merchants placed in American Express’ Fraud FullRecourse Program. Charge Criteria: • The amount or Charge must meet the threshold established in American Express’ country specificpolicy. • The Charge Submission must include the appropriate indicator to reflectthatthe Card and the Cardholderwere presentat the pointof sale. • You should provide a copy of the Sales Draft to the Cardholder at the time of delivery. You must also obtain proof of delivery of the goods or services to the address designated by the Cardholder (i.e., by getting a signature of the Cardholder or person designated by the Cardholder through the delivery carrier). If the Cardholder visits one of your locations to receive the goods or services purchased, obtain an imprint of the card and the Cardholder’s signature. • The Charge Submission must include a valid approval. Under the No Signature/ No PIN Program, Chargebacks will not be exercised for such Charges based solely on the establishment’s failure to obtain the Cardholder’ssignature at the pointof sale. If a disproportionate amount or a number of disputed Charges under the No Signature/ No PIN Program occur, you must cooperate to reduce the amount or number of disputed Charges. If such efforts fail, you may be placed in American ExpressChargebackprograms,or yourestablishment’sparticipation in the No Signature Program may be modified or terminated. The established threshold for charges to qualify under the No Signature/ No PIN Program is$50.00orless. •Notify the Cardholder of delivery time frames and special handling and/ or of cancellation policies. Merchandise shipping dates must be within • You may not require a Cardholder to complete a postcard or other documentthatdisplaysthe Cardholder’saccountnumber in clearview whenmailed. 28.2. Mail / Telephone/ Internet (Ecommerce) Orders and Other Card Not Present Sales. You may only engage in mail/ telephone/ Internet orders provided they do not exceed the percentage of your total payment Card volume reflected on your Application. Failure to adhere to thisrequirementmay resultin cancellation of your Agreement.Merchants conducting Internet transactions using Mastercard or Visa Cards must have special codes (an “Electronic Commerce Indicator”) added to their authorization and settlement records. Discover does not use an Electronic Commerce Indicator. Failure to register as a merchant conducting Internet transactions can result infines imposed by the Card Organizations. •If you accept orders via the Internet,your web site must include the followinginformationina prominentmanner: – Complete description of the goodsor services offered – Descriptionof yourmerchandisereturnandCredit/refundpolicy; – Customer service contact, including email address and/or telephone number; Mail, Telephone, Internet and other Card Not Present transactions have a substantially higher risk of Chargeback. Since you will not have an – Transactioncurrency(U.S.dollars,unlesspermissionisotherwise WFB2210(Rev00–10/19)43 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 156  Packet Pg. 262 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Charge, American Express may exercise Chargeback for the full amount ofreceived from Servicers); – Any applicableexportor legalrestrictions; – Delivery policy;28.2.1. Discover Protocol for Internet Transactions. Each Internet Discover Card transaction accepted by you and submitted to us shall comply with Discover standards, including, without limitation, Discover standards governing the formatting, transmission and encryption of data,referred to as the “designated protocol.” You shall accept only those Internet Discover Card transactions that are encrypted in accordance with the designated protocol. As of the date of these Operating Procedures, the designated protocolfor the encryption of data is Secure SocketLayer (SSL). We may, at our discretion,withhold Settlementuntilsecurity standardscan be verified. However, the designated protocol, including any specifications with respect to data encryption, may change at any time upon thirty (30) days advance written notice. You shall not accept any Internet Discover Card transaction unless the transaction is sent by means of a browser whichsupportsthedesignatedprotocol. – Consumer data privacy policy; – A descriptionof thetransactionsecurityusedon yourwebsite;and – The sale or disclosure of databases containing Cardholder account numbers, personalinformation, or other Card transaction information tothirdpartiesisprohibited. – Address of merchant includingcountry. – Cancellation policy; and – Date any freetrialperiod ends. • You may not accept Card Account Numbers through Electronic Mail overtheInternet. 28.3. Customer Service Telephone Numbers for Card types which are funded by individual non-bank Card Organizations include:NOTE: Address Verification Service (AVS) (and other fraud mitigation tools such as Verified by Visa®, Mastercard® Secure Code, Discover Protect Buy, SafeKey, Card Validation Codes and Card Identification) does not guarantee against Chargebacks, but used properly, it assists you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the billing address maintained by the Issuer. AVS also may help you avoid incurring additional interchange expenses. AVS is a separate process from obtaining an Authorization and will provide a separate response. A transaction may be authorized regardless of the AVS response. It is your responsibility to monitor the AVS responses and use the information provided to avoid high-risk transactions. American Express EDC Program 1-800-528- 5200 Voyager 1-800-987-6591 WEX 1-800-492-0669 (24 hours) 29. Data SecurityAmerican Express Internet Charges.THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT. Processing a Card Not Present Charge for American Express Transactions you must: • Submit the Charge to American Express; For Card Not Present Charges, you must create a Sales Draft and ask the Cardholder to provide:29.1. Payment Card Industry Data Security Standards (PCI DSS). Visa,Mastercard,DiscoverandJCBandAmericanExpressaligneddata securityrequirementstocreateaglobalstandardfortheprotectionof Cardholder data. The resulting Payment Card Industry Data Security Standards(PCIDSS)definestherequirementswithwhichallentities that store, process, or transmit payment card data must comply.PCI DSS is the name used to identify those common data security requirements. The Cardholder Information Security Program (CISP) is Visa USA’sdata security program, the Site Data Protection (SDP) program is Mastercard’s data security program and Discover Information Security and Compliance (DISC) is Discover’s data security program, and the Data Security Requirements (DSR) is American Express’ data security program, each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Merchant Equipment (as definedbelow)whereCardholderdataisprocessed,stored,ortransmitted, including: • Cardnumber; • Card expirationdate; In addition, it is recommended that you ask for: • Name as it appears on theCard, • Cardholder’s billing address,and • Ship-toaddress,if differentfromthebillingaddress. American Express will not Chargeback for such charges based solely upon a Card- member claim that he or she did not receive the disputed goods if youhave: •Verifiedtheaddressto whichthegoodswereshippedwasthe Cardholder's full billingaddress. • Provided proof of delivery signed by the Cardholder or an authorized signer of the Card indicating the delivery of the goods or services to the Card-member'sfullbillingaddress. •Allexternalconnectionsinto yournetwork(i.e.,employeeremoteaccess, thirdpartyaccessforprocessing,andmaintenance). American Express will not be liable for actual or alleged fraudulent transactions over the internet and will have the right to Chargeback for those charges. • All connections to and from the Authorization and settlement environment(i.e.,connectionsfor employee accessor for devices such as firewalls, and routers);and For Internet Orders, you must:• Any data repository outside of the Authorization and settlement environment.• Use any separate merchant numbers (seller ID) established for your internetorders in all of yourrequestsfor AuthorizationandSubmission of charges. For the purposes of this Section 29, “Merchant Equipment” means any and all equipment you use in connection with Card authorization, clearing, completing, settling, transmitting or other related processing, including, without limitation, all telecommunication lines and wireless connections and software, systems, point-of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Merchant Providers or other Persons used by you. • Provide us with at least one (1)month’spriorwrittennoticeofany changein yourinternetaddress. • Comply with any additional requirements that American Express provides from time to time. Additionally, if a disputed Charge arises involving a Card Not Present Charge that is aninternet electronic delivery WFB2210(Rev00–10/19)44 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 157  Packet Pg. 263 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 delivered to Cardholders in either electronic or paper format.The Card Organizations or we may impose fines or penalties, or restrict you from accepting Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate Services under this Agreement for any actual or suspected data security compromise. You agree that you will not request any Authorizations, submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS, CISP, SDP and DISC for which you acknowledge we have provided you sufficient information to obtain, and you will be deemedto have done so upon our receipt of yourrequestor submission of any Authorizations, Sales Drafts or CreditDrafts. • 29.3. Compliance Audits. You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore,we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance,or that of your agents or Merchant Providers, with security procedures and these Operating Procedures.In any event, upon request, you shall provide us withcopies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s). You must comply with the data security requirements described in this Section 29.1, including without limitation, PCI DSS, SDP, CISP and DISC, and any additional Card Organization requirements applicable to payment applications and PIN transactions.29.4. Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorizedPerson,youmust contactus immediately and in no event more than 24 hoursafterbecomingawareof suchactivity. Detailed information about PCI DSS, can be found at the PCI DSS Counsel’s website: www.pcisecuritystandards.org. Detailed information about Visa’s CISP program can be found at Visa’s CISP website: www.visa.com/cisp.29.5. Investigation. You must, at your own expense (i) perform or cause to be performedan independentinvestigation,including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction data, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card Organizations, (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment, and your Merchant Providers’ procedures and records and issue a written report of its findings. Detailed information about Mastercard’s SDP program can be found at the Mastercard SDP website: www.mastercard.com/sdp. Detailed information about DISC can be found at Discover DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html. Detailedinformationcanbe foundatAmericanExpress’website:www. americanexpress.com/merchantopguide. 29.2. Data Security Requirements. You must comply with the data security requirements shown below: • You must install and maintain a secure firewallconfiguration to protect data. • Youmustprotectstored data and do encrypttransmissions of data sent across open/public networks using methods indicated in the Payment Card Industry Data Security Standard (PCI DSS) which is available at www.pcisecuritystandards.org.29.6. Required Information for Discover or PayPal Security Breaches. For security breaches involving Discover or PayPal transactions and/or track data, you must provide us and/or Discover or PayPal (as applicable) with the following information: (i) the date of breach;(ii)detailsconcerning the data compromised (e.g., account numbers and expiration dates, Cardholdernamesandaddresses,etc.);(iii)themethodof suchbreach;(iv) your security personnel contacts; (v) the name of any person (including lawenforcement)assistingyouwithyourinvestigationof suchbreach; and (vi) any other information which we reasonably request from you concerning such breach, including forensics reports. You shall provide suchinformation as soon as practicable,and the items listed in (i)-(v) shall be providedto us in anyeventwithin48 hoursof yourinitialnotificationto us of thebreach. • Youmust use andregularlyupdate anti-virus softwareandkeep security patches up-to-date. • You must restrict access to data by business “need to know,” assign a unique ID to each person with computer access to data and track access to data by unique ID. • Youmust not use vendor-supplieddefaultsfor systempasswordsand other security parameters. • Youmust regularly test security systemsand processes. • Youmust maintain a policy that addresses information security for employees andcontractors. 29.7. Merchant Providers. The data security standards set forth in this Section 29 also apply to Merchant Providers. Before you engage any MerchantProvider,youmustprovideto us in writing(a)theMerchant Provider’s legal name, (b) contact information, and (c) intended function. Youacknowledge and agree that you will not use, or provide Card holder data access to, any Merchant Provider until you receive our approval and, ifrequired,confirmationofourregistrationof thatMerchantProviderwith applicable Card Organizations. You must ensure that you and Merchant Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Merchant Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review,approval,certification(andrecertificationasmayrequiredbyusor the Card Organization Rules) and registration of any Merchant Providers. • Youmust restrict physical access to Cardholder information. • You may not transmit Cardholderaccount numbers to Cardholdersfor Internet transactions. • Youcannot store or retain Card Verification Codes (three-digit codes printed in the signature panel of most Cards, and a four digit code printed on the frontof an American ExpressCard) afterfinaltransaction authorization. • Youcannot store or retain Magnetic Stripe data, PIN data or AVSdata. Only Cardholder account number, Cardholder Name and Cardholder expirationdatecanbe retainedsubsequentto transactionauthorization. • You must destroy or purge all Media containing obsolete transaction datawithCardholderinformation. • You must keep all systems and Media containing Card account, Cardholderor transactioninformation (whetherphysicalor electronic)in a secure manner so as to prevent access by, or disclosure to any unauthorized party. • ForInternettransactions,copiesof thetransactionrecordsmaybe WFB2210(Rev00-10/19)45 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 158  Packet Pg. 264 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • ten(10)days(DiscoverNetworkandPayPaltransactions);Your use of the Services, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Merchant Providers and any third party lessors or licensors, will not affect your obligations under this Agreementto us whichwill apply to the same extentas if you had not used them. For Card present transactions, it is highly recommended that you use your electronic authorization device to capture card data using the POS device by inserting the card (chip card), swiping the card (magnetic stripe) or tapping/ waving the card (contactless). Do not attempt to obtain an Authorization Approval Code provided by someone other than us except as described in Section 30.4. If a Cardholder or another service provider provides you with either an authorization number or with a telephone number for obtaining Authorizations, the Authorization Approval Code you receive may not be valid. Even if the transaction is initially processed and funded, it may be charged back at a later date. Also, if you receive a purported Authorization Approval Code from someone other than us, we will not have the supporting records and will be unable to verify that you received the authorization if that is later questioned in a Chargeback. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you. These third parties are your agents,and you are solely responsible for (i) determining whetherthey can meetyour needs and standards,(ii) their actions,inactionsandcompliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expensesand other obligations owed to them by you or owed by them to us or to CardOrganizations. 29.8. Reserved. 29.9. Costs. If you or a Merchant Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysisor report,to be the likely source of anyloss,disclosure,theftor compromise of Cardholder data or Card transaction information (together, “Compromised Data Events”) and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims, assessments, fines, losses, costs, and penalties and Issuer reimbursements imposed by the Card Organizations against us (together, “Data Compromise Losses”). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. If you obtain Address Verification, you must review the AVSresponse separately from the authorization response and make your own decision about whether to accept the transaction. A transaction can receive an Authorization Approval Code from the Card Issuer even if AVS is unavailableor reflectsthatthe addressprovidedto you does not match the billing address on file at the Issuer. If the authorized Cardholder disputes such a transaction, you will be responsible for the resulting Chargeback. If you receive a Referral response to an attempted Authorization for American Express or Discover, you may not submit the transaction without calling for and receiving a voice authorization. After receiving a Referral response you may not attempt another Authorization on the same Card through your POS Terminal. If you fail to obtain an Authorization Approval Code or if you submit a Card transaction after receiving a decline (even if a subsequent Authorization attempt results in an Authorization ApprovalCode), your transaction may result in a Chargeback and may be assessed fines or fees by the Card Organizations for which you will be responsible. These currentlyrangefrom$25to$150pertransaction.Toavoidthesecosts and related Chargebacks, always obtain an Authorization Approval Code directly from your terminal before submitting a transaction for settlement. 30. Authorizations Each authorization request you submit to us must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to you, a declined authorization response or a Chargeback to you. An Authorization Approval Code only indicates the availability of funds on an account at the time the Authorization is requested. It does not guarantee or warrant that the person presenting the Card is the rightful Cardholder, the Charge is in fact valid or bona fide, nor is it a promise or guarantee that you will be paid for the Charge and not be subject to a Chargeback and/oradjustment. You may not attempt to obtain multiple Authorizations for a single transaction, except when incremental Authorizations are allowed. Refer to Section26.13andwww.americanexpress.com/merchantopguideregarding additionalprovisionsfor specific industries. If a sale is declined,do not take alternative measures with the same Card to obtain an approval of the sale fromotherauthorizationsources.Instead,requestanotherformof payment. If you accept and processa transaction that was declined, or attemptmulti- transactionsand/ormulti-Authorizations,youare subjectto a Chargeback, Card Organization Fines and/or cancellation of your Agreement. Do not discuss reason for decline with a Cardholderratherreferthemto the customer service number on the back of the Card. A positive (approved) authorization response remains valid for: • seven (7) daysfor Visa,Mastercard and American Expresselectronic processed transactions; • ten (10) days for Visa, Discover,and STAR electronic processed transactionssubjectto thefollowingexception: - thirty (30) daysfor Visa,Discoverand PayPal,twenty (20) daysfor STAR forthefollowingIndustries:For Visa, Mastercard, Discover and PayPal transactions, Automated Fuel Dispensers must ensure that completion messages are submitted for Mastercard’s Card within 60 minutes of the Authorization.- car rental; - airlineandpassengerrailway; - lodging; For Visa, Mastercard, STAR, American Express, Discover and PayPal transactions, Merchants operating in the petroleum industry that conduct Card Sales at Automated Fuel Dispensers (AFDs), may submit an Authorization Request for $1.00 to verify the validity of the Card presented. Under such circumstances, you must submit an Authorization Advice Message for the actual amount of the Card Sale within sixty (60) minutes of completion of fuel delivery regardless of whether you previously received a Partial Authorization Response or a positive Authorization Response for any other amount. If you do not complete the Card Sale following receipt of an approved Authorization Response for any amount, a request to cancel the Authorization Request must be submitted within sixty (60) minutes of the completion of fuel delivery. - otherTravel&Entertainment(T&E)categories. • seven(7)daysforAmericanExpresselectronicprocessedtransaction subjectto thefollowingexception: - thirty(30)daysfortheTravel&Entertainment(T&E)industries. If delivery is longer than the allowable timeframes after the initial Authorization request, per payment type, the Authorization must be reversedfortheunusedportionanda newauthorizationobtainedforthe remainingamountpriortodelivery:30.1. Card Not Present Transactions. You must obtain the 3 digit Card Verification Code on the back of the Card (or the 4 digit Card Verification Code on the front of American Express Cards) and that include thiscode • seven (7) days (Mastercard, Visa, American Express, and STAR transactions); WFB2210(Rev00-10/19)46 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 159  Packet Pg. 265 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 fromtheauthorizationsourceandsubmitit to us within the timeframewith each Card Not Present authorization request unless the transaction is NOTE: For each Card Not Present Discover transaction, you must also verify the name and billing address of the Discover Cardholder using the Address Verification System (AVS). IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES, YOU MUST NOT USE ANOTHER THIRD PARTY AUTHORIZATION SYSTEM WITHOUT VERIFYING THEY ARE PROPERLY REGISTERED WITH THE NETWORKS BY YOUR BANK. THIS CAN BE DONE BY NOTIFYING CUSTOMER SERVICE AND HAVING THEM CHECK THE REGISTRATION STATUS. OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF OF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE A CHARGEBACK. For Gateway merchants, it is your responsibility to ensure AVS/CVV2/ CVC2 settings are appropriate to deter fraud for your particular type of business. 30.2. Authorization via Telephone (Other than Terminal/Electronic Device Users). • Call your designated voice authorization toll free number and enter the authorization information into the VRU using a touch tone phone or hold foranauthorizationrepresentative.Third Party Vendors You must confirm Bank approval prior to using any vendor that is providing services that stores, processes, or transmits Cardholder data. This includes, but is not limited to: authorization, encryption key/software application loading, terminal driving/servicing (remote servicing), and shopping carts. This can be done by notifying Customer Service and having them check the registration status. • If advised to pick up a Card, use reasonable and peaceful means to do so, and do not take any action thatwill alarm or embarrassthe Card presenter.Youwill bearallresponsibility forclaims, liabilities,costsand expensesas a resultof any action by you,youremployees,vendorsor agents,thatattemptto retaina Card without theIssuer’sdirectrequestor failureto usereasonable,lawfulmeansin retainingor attemptingto retain the Card. Forward the Card to: Attn: Rewards Department, P.O. Box 5019, Hagerstown, MD 21740. You may be paid a reward for the return of the Card. If you utilize another authorization network, you will be responsible for the downgrade of any transactions to a higher cost interchange that result from a mismatch of information to our systems and those of third party authorization networks (see Section 5.1). • On occasion, the Authorization Center will ask you to obtain identification from the Cardholder before issuing an approvalcode. If you areinstructedto do so,clearlywritetheappropriateidentificationsource and numbers in the space provided on the Sales Draft unless otherwise prohibitedbylaw. If you use a thirdpartyauthorizationnetwork,youmustalsocomplywith Section 29.7. Call the following for other Card types: • If the sale is declined, please remember that our operators are only relaying a message from the Issuer. The fact that a sale has been declined should not be interpreted as a reflection of the Cardholder’s creditworthiness. The Cardholder should be instructed to call the Issuer. 30.3. Authorization via Electronic Devices.Voyager 1-800-987-6589 •If you use an electronic terminal to obtain Authorization ApprovalCode, all sales should be authorized through this equipment. Authorizations throughothermethodswillresultin additionalchargesto you. WEX 1-800-842-0071 Available 24 hours/day; 7 days/week All approved sales authorized in this manner must be entered manually as “post authorization” transactions into the terminal, once the terminal becomes operational. All credit transactions must be entered into the terminal for data capture. You may be subject to a Chargeback if you receive a Referral and subsequently receive an approval. Toreduce the risk of such a Chargeback, the Card should be imprinted using a manual Imprinter machine. (For specific procedures on Electronic Data Capture, refer to the Terminal Operating Instructions/Users Guide.) If the terminal malfunctions for more than twenty-four (24) hours, contact Customer Service for further instructions on processing your transactions. • If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call the POS Help Desk. The problem will either be corrected promptly or may require terminal programming or replacement. During the period in whichyour terminal is notfunctioning, rememberto check it periodicallysincemostterminalproblemsaretemporaryin natureandare quicklycorrected. • If a terminalis moved or if wiresare disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsibleforany service chargesincurredfor reactivation of the terminal.30.5. Automated Dispensing Machines. Records must be produced for all transactions whose origin and data capture are automated dispensing machines or Limited Amount Terminals. Records should include the Cardholder account number, merchant’s name, terminal location, transaction date, identification of transaction currency, transaction type (purchase),authorizationcodeandamount. • Until the terminal becomes operable, you must call your designated voice authorization toll free number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter machine. Failure to obtain an Authorization Approval Code and to imprint these transactions could resultin a chargebackto youraccount.30.6. Pre-Authorization for T&E (Travel & Entertainment) and Restaurant Merchants. If you are a business engaged in providing travel and/or entertainment services (e.g., car rentals, hotels, motels, etc.) or a restaurantbusiness,and engage in the practice of “pre-Authorization.”You mustcomplywiththefollowinggeneralprocedures: 30.4. Third Party Authorization System. If you have contracted with another authorization network to obtain Credit Card authorization, i.e., your terminal can Split Dial, liability resulting from discrepancies with that networkmustberesolvedbetweenyouandthatnetwork. We will not research Chargebacks resulting from Authorization ApprovalCodes obtained from another authorization service organization. Such Chargebacks will be passed through to you for resolution. If an authorizationprovided bya third partyauthorizationsystemis challenged in a Chargeback, you must obtain proof (e.g.,third party authorization logs) A hotel,motel,or car rentalmerchantmay obtain an estimated Visa,• Mastercard, Discoveror PayPalAuthorization at the time of check-in. • Restaurantsmustnotaddan estimatedtipamountto theauthorization requestbeyondthevalueof thegoodsprovided,or servicesrendered,plus WFB2210(Rev00-10/19)47 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 160  Packet Pg. 266 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • The original amount of the Authorization beingcancelled; • The new amount of thetotaltransaction(ifany); any applicable tax. • Youmust notify the Cardholder of the dollar amountyouintend to “Pre- Authorize.”The original authorization code for the Authorization being cancelled;• • If the customer decides to use another form of payment (e.g., cash, check, etc.) you must promptly call the Voice Authorization Response Unit to delete the authorizationhold.Providethe Cardholder’saccountnumber, original dollar amount and date of the transaction, and the authorization code. If a new transaction takes place, a new imprinted and signed Sales Draft for the exact amount and a new authorization code for that amount must beobtained. • Abrief reason for the Authorization cancellation. 30.8. Partial Authorization and Authorization Reversal. Partial Authorization provides an alternative to a declined transaction by • VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS. • If you receive a declineon a transaction,youmust waittwentyfour(24) hoursbeforeattemptingtoreauthorize.Ifyoureauthorizepriortothistime frame and receive an approval, you may be subject to a chargeback and a fine imposed by the Card Organizations. transaction. For Mastercard transactions, partial authorization is optional • Hotels, motels, and car rental merchants are allowed up to a 15% variance above the amount authorized. If the final amount charged to the Cardholder exceeds the original estimate by more than 15% above thepreauthorization,youmustauthorizeanyadditionalamounts,andall incrementalauthorizationcodesmustbe writtenin theauthorizationarea along with the date of authorizationandtheamountauthorized. An Authorization reversal must be submitted if the Authorization is no longer needed a partial amount of the total authorized is submitted for the settled transaction, or the Cardholder elects not to the purchase. The transaction sent for settlement must be no more than the amount approved in the partial Authorization response. In the event that you wish to support the partial Authorization functionality, you must contact us for additional rules and requirements. An authorization reversal may only be submitted if the transaction has not settled. Once the transaction has settled, only a Credit or refund can occur. • Pre-Authorizationforcertainestablishmentsservices,are alloweduptoa20%(insteadof15%)varianceabovetheamountauthorized. If thefinalamountexceedstheamount“preauthorized”by more than 20%, you must authorize the additional amount. Estimating the Authorization amount to include a tip is prohibited. The authorization request should include only the amount associated with the bill presented to the consumer. 31. Submission/Deposit of Sales Drafts and Credit Drafts 31.1. Submission of Sales for Merchants Other Than Your Business. You may present for payment only valid charges that arise from a transactionbetween a bona fide Cardholder andyourestablishment.If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the one approved by us in our agreement with you, then the transaction may be charged back, we may suspend or debit funds associated with all such transactions, and we may immediatelyterminate your accountand the Agreement. • You must obtain an Authorization for the initial estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges. If the actual charges exceed the amount of the initial estimated authorization (and any subsequent estimated authorizations), then you must secure a positive authorization for the additional amount. NOTE: Subsequent Authorizations should only be for the additional amount of total charges and must not include amounts already authorized.31.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibited.Factoringis the submissionof authorizationrequestsand/or Sales Drafts by a merchant for Card transactions transacted by another business.If you submit Sales Drafts on behalf of another Person,youwill suffer any losses associated with the disputes of any such Sales Draft and/or transaction. Also if any fraud is involved, you could face criminal prosecution. • The estimated amount of any pre-authorization for lodging accommodations must be based on (i) the intended lengthof stay;(ii) the room rate; (iii) applicable taxes and service charges; and (iv) other miscellaneous charges as dictated byexperience. • If an authorizationrequestis declined,no charges occurring afterthat date will be accepted for thatCardholder. 31.2. Timeliness. In order to qualify for the lowest fees for Services, all Sales and Credit Drafts must be properly completed and submitted daily. If you have not received payment for submitted Sales Drafts after one (1) week from your normal payment date, contact Customer Service. Late Submission of Sales or Credit Drafts may result in increased interchange rates or fees or in a Chargebackto you. • You do not need to obtain a final Authorization if the total sum ofcharges(thefinalamount)doesnotexceed20%ofthepreviously authorized charges. You must record the dates, authorized amounts, and their respective Authorization Approval Codes on the Sales Draft(s). 30.7. Discover and PayPal Procedure for Request for Cancellation of Authorization.If a Discoveror PayPalCardsaleis cancelled or the amount of the transaction changes following your receipt of Authorization for the sale, you must process an authorization reversal via your POS Device or, for voice-approved authorizations for Discover Card sales, call your Authorization Center directly and request a cancellation of the Authorization. An Authorization may be cancelled at any time within ten (10) days of your receiptof the Authorization,butmust be cancelled before the salesdata relatingto the transactionis submitted to us, afterwhich the Authorization cannot be changed. For an Authorization cancellation, you mustprovideuswiththefollowinginformation,in thisorder: 31.3. Electronic Merchants: Daily Batching Requirements & Media Submission. Batches must be transmitted to us by the time indicated on the Additional Important Information Page in Section 40.2 of the Agreement in order to be processed on the date of transmission. Additionally, if you deposit via magnetic tape, electronic transmissions, or Electronic Data Capture terminal and have contracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval, the Sales Drafts the Media must be batched daily by register/terminal following the procedures below. Failure to do so may result in a processing fee and/or a Chargeback due to our inability to retrieve the Media as requested by the Issuer.• The Discover Merchant Identification Number used in the Authorization; • A register/terminalBatchheaderformmust be filled out for eachBatch of Media.• The Card number; WFB2210(Rev00-10/19)48 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 161  Packet Pg. 267 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 - The total amount ofthe Credit; and• The Batchheadermust be imprinted with your MerchantIdentification Card, and all areas completed properly (i.e., Batch number, date, amount, numberofitems,etc.). - For Discover / PayPalin-store Card transactions,the approved currency usedandthesignatureof yourauthorizedrepresentativeoremployee. Note: PayPal is limited to U.S. currency.• The Batch/deposittotalmust match to the settled/reconciledamount displayed on the terminal upon closing the Batch.• Youcannot process a Credit transaction that does not correspond to a refund on a previoustransactionon the original SalesDraft.• Any discrepancies between the actual Media and electronic display must be reconciledand corrected beforestoring the Media(for merchants who contract to hold their Media) or before sending us the copies of the deposit. Otherwise, transactions may appear to be a new Submission and may be manually keyed (causing duplicate billing to Cardholders and resulting in Chargebacks)or we may not be able to retrievean itemwhen requestedbytheIssuer. • Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, etc. (You must identify the shipping and handling charges incurred.) The refund amount may not be for more than the original Card sale amount. • Alldollaramountsandotherhandwritteninformationmustbe clearly written. (Stray marks on the Credit Draft will render it unscannable/ illegible.)• It is your responsibility to ensure that the actual Media is batched correctlyand,depending on the terms of yourAgreement,either stored at your location or sent to Processor.(In some cases,the actualMedia is sent dailyto yourheadoffice,and forwardedto Processorforimaging.) • Do not circle or underline any information on the Credit Draft. •Imprint the Credit Draft with the same Card used by the Cardholder to make the original purchase when applicable.Youshould not credit an • You must confirm that your equipmenthastransmitted your Batchesto us at least once daily. Even if your equipment is designed or programmed to closeandsubmitBatcheswithoutyourintervention,it isultimatelyyour responsibility to confirm that the Batches have been transmitted to us for processing. •Never give cash or check Credit refunds or other consideration for Card sales with the exception of the following type of Visa transactionsonly: -Visa Easy Payment Service Transaction (Visa’s ‘no signature required’ program);Note: A batch is defined as: Sales Drafts and Credit Drafts received per day, per transaction date, per location (maximum, 500 documents per batch). -A gift purchased as a Mail/Phone Order transaction;or - Visa prepaid Card transaction if the Cardholder states that the Visa prepaid Card has been discarded.32. Settlement Except as otherwise set forth in this Program Guide, your funds for Mastercard, Visa, Discover, PayPal and American Express transactions will ordinarilybe processedandtransferredto yourSettlement Account within two (2) Business Days from the time a Batch is received by Processor if your Settlement Account is with the Bank. If your Settlement Account is not with the Bank or one of its affiliates, as otherwise agreed upon by the parties,your Mastercard/ Visa/Discover/PayPaltransactionswill ordinarily be processed and transferred to the Federal Reserve within two (2) Business Days from the time a Batch is received by Processor. The Federal Reservewilltransfersuchamountsto yourfinancialinstitution. Have the Cardholder sign the Credit Draft, give the Cardholder the• appropriate copy, and deposit the Credit Draft immediately. Failure to • Authorizationisnotrequired for Credits. •You cannot intentionally submit a sale and an offsetting Credit at a later date solely for the purpose of debiting and crediting your own or a • You are responsible for paying all refunds submitted to us on your merchant account. We assume no responsibility for verifying any Credits or refunds.If you have been classified by Discover as having a Discover Direct Strategic Relationship with Discover, we will not acquire your Discover transactions and they will be subject to your agreement with Discover. If you have a direct relationship with PayPal, we will not acquire your PayPal in-store transactions (we will simply pass transaction data to PayPal) and they will be subject to your agreement with PayPal. • Do not process a Credit transaction once a Chargeback is received. Credits issued after a Chargeback has been received may not be recoverableandthemerchantwouldbe financiallyresponsibleforthe Credit as well as the Chargeback. • YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS THAT DO NOT REFLECTBONAFIDE RETURNSOR REIMBURSEMENTSOF PRIOR TRANSACTIONS. Youacknowledge and agree that if we had not agreed or do not acquire transactions for any Card type (i) we have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and (ii) you will pursue directly with the related Card Organization all claims and disputes regarding those transactions. Youagree to pay us per item processing, authorization and other fees in the Application for any non-acquired transaction services you receive from us. For the avoidance of doubt, with respect to the payments you have elected to accept on your Merchant Processing Application, you authorize us to submit Card transactions to, and receive settlement for such transactions from, the applicable Card Organizations on your behalf. • For Discover only include the last 4 digits of the merchant identification number. 33.1.1.Processing a Credit for American Express Transactions. These are additional requirements for a Credit for purchases or payments made on an American Express Card. To issue a Credit, you must:33. Refunds/Exchanges (Credits) 33.1. Refunds.1. Compare the last four digits on the Sales Draft against the Card presented (when applicable). • You must promptly complete and submit a Credit Draft for the total amount of the Credit which must include the following information:2.Have the Cardholder sign the Credit Draft (when applicable). 3. Provide a copy of the Credit Draft to the Cardholder. - The accountnumber;You must not issue a Credit when there is no corresponding Charge, nor issue a Credit in exchange for cash or other consideration from a Cardholder. You must submit all Credits under the establishment where the Credit originated. A Credit must be issued in the currency in which the original Charge was submitted to us. You must issue Credits to the Card - The Cardholder’sname; - Your name, city, state and Merchant Identification Number; - A description of the goodsor services; - The transaction date ofthe Credit; WFB2210(Rev00-10/19)49 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 162  Packet Pg. 268 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 For Discover: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for the longer of (i) 365 days or (ii) the resolution of any pending or threatened disputes, claims, disagreements or litigation involving the Card transaction. You must also keep imagesor other copiesof SalesDrafts for no less than three (3) years from the date of the Discovertransaction. used to make the originalpurchase;however,if the Credit is for the return If the Cardholder indicates that the Card on which the purchase was originally made is no longer active or available, do the following: • For all Cards except Prepaid Cards, advise the Cardholder that you must issue the Credit to that Card. If the Cardholder has questions, advise him or her to call the customer service number on the back of the Card in question. For PayPal: the longer of (i) (A) one (1) year from the transaction date, or(B)ifthetransactiondatewassubjecttodispute,two(2)yearsfromthe transactiondateor(ii)thetimeperiodrequiredbyapplicablelaw. For American Express: You must submit the Credit to your Processor, for payment. You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for 24 months from the date you submitted the corresponding Credit to us. You must also provide a copy of the Credit Draft to the Cardholder or as required by applicable law, truncate the Card Number and do not print the Card’s expiration date on copies of Credit Drafts delivered to the Cardholder. • If the inactive or unavailable Card is a Prepaid Card, apply your usual refundpolicyforreturns. If you issue a Credit, American Express will not refund the discount or any other fees or assessments previously applied on the corresponding Charge. The discount on Chargebacks will not be refunded. Your return and cancellation policies must be fair and clearly disclosed at the time of sale in compliancewith applicable law. Your policies must be conveyed to the Cardholder prior to completion of the Charge and printed on a copy of a receipt or Sales Draft. Your refund policy for purchases on the American Express Card must be at least as favorable as your refund policyforpurchasesmadewithotherpaymentproductsor otherpayment methods. 34.2. Provide Sales and Credit Drafts. You must provide all Sales Drafts and Credit Drafts or other transaction records requested by us within the shortest time limits established by Card Organization Rules. You are responsible for any deficiencies in Card transaction data transmitted or otherwise delivered to us. 35. Lost/Recovered Cards Return Policy recommendations.If a card is left behind and remains unclaimed, you should call the appropriate payment organization’s Customer Service team via the number below or the number printed on the back of the Card and they will instruct you on how to handle it: Provide clear return instructions for your customers, including the following information: • Customer service telephonenumber. • Referencenumberforthereturn.Visa: 1-800-336-8472 Mastercard: 1-800-826-2181• Expected processing time for the Credit. Discover: 1-800-DISCOVER (1-800-347-2683)• Returnaddress,preferablyona pre-formattedshippinglabel(if applicable). You must submit all Credits to us within seven (7) days of determining that a Credit is due.36. Chargebacks, Retrievals andOther Debits 36.1. Chargebacks.Cancellation Policy Recommendations. • Provide document cancellation policy and terms and conditions on the contractthe Cardholdersigns,or on your website,as applicable.36.1.1. Generally. Both the Cardholder and the Issuer have the right to question or disputea transaction.If suchquestionsor disputes are not resolved, a Chargeback may occur. A Chargeback is a Card transaction that is returned to us by the Card Issuer. As a result, we will debit your Settlement Account or settlement funds for the amount of each Chargeback. It is strongly recommended that, whenever possible, you contact the Cardholder directly to resolve a disputed transaction or Chargeback, unless the dispute involves a Discover Cardholder, in which case Discover rules and regulations expressly prohibit you from contacting the Discover Cardholder regarding the dispute. You are responsible for all Chargebacks, our Chargeback fees, and related costs arising from your transactions. • Provide Cardholderwith a cancellation number that can be tracked in your records. American Express Return Policy For Prepaid Products. If your return policy for the purchase of prepaidproductsisdifferentfrom your standard return policy, you must ensure that such prepaid product- specific return policy is clearly disclosed to the Cardholder at the time of purchase in accordance with applicable law and also coded to print on all receipts and copies of Sales Drafts you provide to Cardholders. 33.2. Exchanges. 36.1.2. Transaction Documentation Requests. In some cases, before a Chargeback is initiated, the Issuer will request a copy of the Sales Draft via a request for transaction documentation. We will forward the request to you. You must respondto the requestwithin the time frame and manner set forthin the request. We will then forward your response to the Issuer. If you fail to timely respond, we will so notify the Issuer and a Chargeback may result. Upon receipt of a transaction documentation request, immediately retrieve the requested SalesDraft(s) using the following guidelines: • No additional paperwork is necessary for an even exchange. Just follow your standard companypolicy. • For an unevenexchange,complete a CreditDraft(follow the procedures outlined in Section 33.1.) for the total amount of only the merchandise returned.The Cardholder’saccount will be credited for thatamount.Then, complete a new Sales Draft for the total amount of any new merchandise purchased. 34. Retention of RecordsForRetrievalsand Chargebacks • Makealegiblecopy,centeredon8-1⁄2x11-inchpaper(onlyone(1)Sales Draft perpage). For Visa, Mastercard and STAR: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for a period of thirteen (13) months from the date of each transaction and a period of five (5)years for the retention of healthcare Sales Draftsand CreditDrafts. The Sales Draft you retain must comply with all requirements (see Section 28.1). Write the‘case number’fromtherequestfortransactiondocumentation• on eachcopy/page. • If applicable,make copiesof a hotel folio, car rentalagreement,or mail/ phone/internetorderform,orotherformofreceipt. •If a Credit transaction has been processed, a copy of the Credit Draft is WFB2210(Rev00-10/19)50 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 163  Packet Pg. 269 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Mastercard. Mastercard currently charges a $250 filing fee and a $250also required. • Lettersare notacceptablesubstitutesfor SalesDrafts. • Respond via Dispute Manager, fax or mail legible copies of the Sales Draft(s)to thefaxnumberor mailaddressprovidedon therequestform. You may be charged for the fax or mail options. • If you fax your response, please set your fax machine to print your fax number and name on the documents that you send. We can use this informationtodeterminewherethedocumentationreceivedoriginated fromshouldadditionalresearchberequired. For Discover and PayPal Chargebacks: If Discover or PayPal rejects our representment request and you feel strongly that the Chargeback is invalid,we may, at the discretionof Processorand on yourbehalf and at your request, submit the matter for dispute arbitration before Discover or PayPal.Discoverand PayPalchargesacquirers fees for representment requestsandmatterssubmittedto Discoveror PayPalforarbitration.We, in turn,may charge you fees for these items. • Additionally, please set the scan resolution on your fax machine to the highest setting. The higher resolution setting improves the clarity of charactersandgraphicson thedocumentationtransmittedand helps reduce the number of illegible fulfillments and/or Chargebacks.If the Chargeback is not disputed within the applicable time limits set forth by Mastercard, Visa, Discover, PayPal and American Express rules and regulations, reversal rights are forfeited. Our only alternative, for Visa and Mastercard non-fraud Chargeback reason codes, is to attempt a “good faith collection” to the Issuer on your behalf. This process can take up to six (6) months and must meet the Issuer’s criteria (e.g., at or above a set dollar amount. Good faith collection attempts are not a guarantee that any funds will be collected on your behalf. Issuers normally charge good faith collection fees, which are deducted from the transaction amount if accepted in addition to any processing fees that are charged by us. If we do not receive a clear, legible and complete copy of the transaction documentation within the timeframe specified on the request,youmay be subjectto a Chargebackfor whichthere may be no recourse. A handling fee may be charged by the Issuer and will be debited from your Settlement Account or settlement funds if a Transaction Documentation Request results from a difference in the following informationon the Sales Draft and the transmitted record:merchantname or anincorrectcity,state,foreigncountryand/ortransactiondate. 36.1.3. Chargeback Process. Regardless of whether you respond to a Transaction Documentation Request, a Chargeback may be debited to your Settlement Account for numerous reasons (see below). If the Card Issuer submits a Chargeback, we will send you a Chargeback notification, which may also include a request for transaction documentation. Due to the short time requirements imposed by Mastercard, Visa, Discover, PayPal and American Express, it is extremely important that you respond to a Chargeback notification and Transaction Documentation Request within the time frame set forth in the notification. Do not process a credit transaction once a Chargebackis received; the Issuer will Credit the Cardholder’s account. Credits issued after a Chargeback has been received, may not be recoverable and you may be financially responsible for the Credit as well as the Chargeback. If the information you provide is both timely and, in oursolediscretion,sufficientto warrant a representmentof thetransactionand/orreversalof theChargeback, wewilldosoonyourbehalf.However,representmentand/orreversal is ultimately contingent upon the Card Issuer and/or Cardholder accepting the transaction under applicable Card Organization guidelines. Representment or reversal is not a guarantee that the Chargeback has been resolved in your favor. For American Express Chargebacks: You may request a Chargeback reversalif theChargebackwasappliedin error.In order for us to consider your request,youmust haverespondedto the originalinquiry within the specifiedtimeframe,requestthe Chargeback reversal no later than 20 days after the date of the Chargeback, and provide all supporting documentation to substantiate the error. Note: Discover and American Express do not offer good faith collection for Acquirers. Mastercard and Visa Card Organization Rules require that a merchant make a good faith attempt and be willing and able to resolve any disputes directly with the Cardholder. Discover rules and regulations, however, prohibit you and/or us from contacting the Cardholder directly regarding dispute(s) or any other matter, except as required for acceptance of Discover transactions, and require you and/or us to submit any responses to dispute notices directly to Discover. Due to Card Organization Rules, you may not re-bill a Cardholder after a Chargeback is received for that transaction, even with Cardholder authorization.For Visa Chargebacks: If we reverse the Chargeback and represent the transaction to the Issuer, the Issuer, at its sole discretion, may elect to submit the matter for arbitration before Visa. Visa currently charges a $250 filing fee and a $250reviewfee.Whether or not a decision is made in your favor, you will be responsible for all such fees and charges, and any other applicable fees and charges imposed by Visa, as they may change from time to time. Such fees and charges will be debited from your Settlement Account or settlement funds, in addition to the Chargeback. Westrongly recommend that youinclude a detailed rebuttal letter along withallpertinentdocumentswhenrespondingtoa transactionrequestor a Chargebacknotification (e.g.,rentalagreement,imprinted portion of the invoice or Sales Draft; the portion signed by the Cardholder; and the area wheretheauthorizationcodes,withamountsanddates,arelocated). Due to the short time frames and the supporting documentation necessary to successfully (and permanently) reverse a Chargeback in your favor, we strongly recommend the following:For STAR Chargebacks: If we reverse the Chargeback and re-present the transaction to the Card issuing bank, the Card issuing bank, at its sole discretion,mayelectto submitthe matterfor arbitration beforeSTAR. Whether or not a decision is made in your favor, you will be responsiblefor all fees and charges relating to that arbitration and any other applicable fees and charges imposed by STAR. Such fees and charges will be debited from your Settlement Account or Settlement funds in addition to the Chargeback. • Avoid Chargebacks by adhering to the guidelines and procedures outlined in these OperatingProcedures. • If you do receive a Chargeback, investigate, and if you dispute the Chargeback,submittheappropriatedocumentation withintherequired timeframe. •Whenever possible, contact the Cardholder directly to resolve the dispute, unless the dispute relates to a Discover Cardholder, in whichForMastercard Chargebacks: If we reverse the Chargebackand represent the transaction to the Card Issuer, at its sole discretion, may elect to resubmit the Chargeback. In such event, at the discretion of Processor, we will debit your Settlement Account or settlement funds for the Chargeback. However, if you feel strongly that it is an invalid Chargeback, we may, on yourbehalfandatyourrequest,submitthematterforarbitrationbefore •If you have any questions, call Customer Service. 36.1.4. Chargeback Reasons. This section outlines the most common types of Chargebacks. This list is not exhaustive. For ease ofunderstanding, WFB2210(Rev00-10/19)51 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 164  Packet Pg. 270 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Provideproperdisclosureofyourrefundpolicyforreturned/cancelled merchandise, or services to the Cardholder at the time of transaction in accordancewithapplicablelaw. we have combined like Chargebacks into six groupings. We have included •Card present, Cardholder signed the Sales Draft containing disclosure. 1. Authorization Issues: Proper Authorization procedures were not followedandvalidAuthorizationwasnotobtained. • If applicable, the words “NO EXCHANGE, NO REFUND,” etc. must be clearly printed in ¼ inch letteringon the SalesDraftnear or above the Cardholder signature.ThefollowingscenarioscouldcauseanAuthorizationRelated Chargeback to occur:•Ecommerce,provide disclosureon website on same page as check out showing Cardholder must click to acceptprior to completion.• Authorization notobtained. • Authorization wasdeclined.• Card Not Present, provide cancellation policy at the time of the transaction. • Transactionprocessedwithan expiredcardandAuthorizationwasnot obtained.• Provide cancellation numbersto Cardholder’s when lodging servicesare cancelled. • Transactionwasprocessedwithan invalidaccountnumber and Authorization was notobtained.• Ensuredeliveryof themerchandiseor servicesorderedto the Cardholder. • Card Recovery Bulletin (CRB) or Exception File was not checked (transactionsbelowfloorlimit).3. Fraud: Transactions that the Cardholder or authorized user claims are unauthorized; the accountnumber is no longer in use or is fictitious, or the merchant was identified as“highrisk”.To reduce your risk of receiving an Authorization Related Chargeback:The followingscenarios could causea FraudRelatedChargebackto occur:• Obtain valid Authorization on the day ofthe transaction. • CardPresentTransactions-Authorizationmust be obtained on the transactiondatefortheamountsettled.•Multipletransactionswerecompletedwitha singlecardwithoutthe Cardholder’spermission. • Card Not Present Transactions-Authorization must be obtained on the transaction date for the amount settled. However, if merchandise is being shipped,Authorization must be obtained within seven calendar days of the transaction shipdate. •Counterfeitcardwasutilizedandproperacceptanceprocedureswere not followed. • Authorizationwasobtained;however,fulltrackdatawasnottransmitted. • Cardholder states thatthey did notauthorize or participate in the transaction.• If a declined responseisreceived,then request another form of payment from theCardholder. NOTE: Visa Fraud:• If a Referralresponseisreceived,thenfollowpropervoiceproceduresto obtain a valid Authorization and obtain an imprint of the card • Complete a retrievalrequestand/orprovidea salesslip thatcontainsall requireddataelements;and• “Pick-up” responseindicatesthatthe Issuer is requesting for the card to be retained and returned back to them. The Credit Card should not be accepted forpayment.Alternatively,youshould call the appropriate payment organization’s Customer Service team via the number below or the number printed on the back of the Card and they will instruct you on howtohandleit.. • Respond to all retrieval requests with a clear legible copy of the transactiondocumentthatcontainsallrequireddataelementswithinthe specifiedtimeframe. To reduce your risk of receiving a Fraud Related Chargeback: • Merchantsshouldnotexceedanypredetermined thresholdsfor specific terminal types as specified by each Card Organization.• Pre-notifytheCardholderofbillingswithin10 days. • American Express customers have the option to receive written notification of the recurring transaction at least (10) days prior to submitting, or any time the Charge amount exceeds a maximum amount that has been set by the cardholder. 2. Cancellations and Returns: Credit was not processed properly or the Cardholderhascancelledand/orreturneditems. The following scenarioscouldcausea Cancellation and Return Related Chargeback to occur: • Obtain an Authorization for alltransactions. • Cardholderreceiveddamagedor defective merchandise. • Cardholder continued to be billed for cancelled recurring transaction. • Credittransactionwasnotprocessed. • If you are utilizing an electronic device to capture Card data information, swipe all Card transactionsthroughyour electronic authorization device to capture Cardholder information and ensure the displayed Cardholder number matches the number on the Card.Toreduce your risk of receiving a Cancellation and Return Related Chargeback:•Youshould avoid keying the Card data into your electronic authorization device unless you are unable to capture the Card data through one of• Issue Credit to the Cardholder for the same account as the purchase in a timelymanner. • Do not issue Credit to the Cardholder in the form of cash, check or instore/merchandiseCreditas we may not be able to recoup your funds in the event the transaction is charged back. • Ensure customers are fully aware of the conditions for recurring transactions. Cancel recurring billings as soon as notification is received from the Cardholder or as a Chargeback, and Issue a Credit as needed to thecardholderin a timelymanner. • Pre-notify the Cardholder of billings within 10 days(Domestic) and 15 (International) prior to billing, allowing the Cardholder time to cancel the transaction. Note: Do not imprint on the back of a signed Sales Draft. The imprint must be on the transaction document that contains all transaction WFB2210(Rev00-10/19)52 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 165  Packet Pg. 271 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • In the event that the cardholderreceiveddefective merchandiseor the merchandise received was not as described; resolve the issue with the cardholderatfirstcontact. elements to prove the Card was present at the time of the transaction. • Obtain the Cardholder signature for all transactions; ensure the signature on the Sales Draft matches the signature on the back of the Card.• If the merchandise is being picked up by the Cardholder, have them sign for the merchandise after inspection that it was received in good condition. • Process all transaction one time and do not Batch out transactions multipletimes. • Educate staff on procedures to eliminate point of sale (POS) fraud. Card Not Present Transactions: • Participationin recommendedFraudPreventionTools. • Verified by Visa Program. •Do not Charge the Cardholder until the merchandise has been shipped, ship according to the agreed upon terms and obtain signed Proof of • If unableto provideservicesor merchandise,issuecreditto cardholder in a timelymanner. • Mastercard SecureCode.• Acceptonly one form of paymentper transaction and ensure the cardholderisonly billed once pertransaction.• Discover ProtectBuyProgram. • American Express SecureKeyProgram. • Address Verification Services. • Do not bill Cardholder for loss, theft or damages unless authorized by theCardholder. 5. Processing Errors: Error was made when transaction was processed or itwasbilledincorrectly.• Use of Card Verification Code. Note: While transactions utilizing these tools may still be disputed, the service may assist you with your decision to accept the Card for the transaction. The following scenarios could cause a Processing Error Chargeback to occur: • Transaction was not deposited within the Card Organization specified timeframe.• Ensure you ship to the AVSconfirmed address (bill to and ship to shouldmatch). • Cardholderwasissue a CreditDraft; however,the transactionwas processed as a sale.• Obtain Authorization for alltransactions. • Ensure merchantdescriptor matchesthe name of the businessand is displayedcorrectlyon the Cardholderstatement.• Transactionwasto be processedin a currencyotherthanthecurrency usedto settlethetransaction.• Ensuredescriptorincludescorrectbusinessaddressanda valid customerservicenumber.•The accountnumber or transaction amountutilized in the transaction was incorrectly entered.• American Express offers fraud mitigation tools for both Card Present and Card Not Present transactions to help verify that a Charge is valid. These tools help you mitigate the risk of fraud at the point of sale, but are not a guarantee that a Charge is in fact valid or bona fide, or that you will not be subject to a Chargeback. For optimal use of the tools, please visit AmericanExpress’FraudPreventionInformationat:www.americanexpress. com/fraudinfo. •A single transaction was processed more than once to the Cardholders account. •Cardholderinitially presented card as payment for the transaction; howeverCardholderdecidedto use an alternate form of payment. • Limitedamountor self-serviceterminaltransactionwasprocessedfor anamountwhichisoverthepre-determinedlimit. 4. Cardholder Disputes: Merchandise or services not received by the Cardholder,Merchandisedefective or notasdescribed.To reduce your risk of receiving a Processing Error Related Chargeback: The following scenarios could causea CardholderDispute Chargeback to occur:• Process all transactions within the Card Organization specified timeframes. • Serviceswerenotprovidedor merchandise was not received by the Cardholder.• Ensure alltransactionsareprocessedaccuratelyand only one time. Note: In the event that a transaction was processed more than once; immediately issue voids, transaction reversals or Credits.• The Cardholder was charged prior to merchandise being shipped or merchandisewasnotreceivedbyagreedupondeliverydateor location. • Ensure thatcredittransaction receiptsare processedas Credits and sale transactionreceiptsareprocessedassales.• Cardholder received merchandise that was defective damaged or unsuited for the purpose sold,or did not match the description on the transactiondocumentation/verbaldescriptionpresentedatthetimeof purchase. • Ensure all transactions received a valid Authorization Approval Code prior to processing the transaction and obtain a legible magnetic swipe or imprinted Sales Draft that is signed.• Cardholder paid with an alternate meansand their Card was also billed forthesametransaction.• Do notaltertransactiondocumentation or makeanyadjustmentsunless the Cardholder has been contacted and agrees to any modifications of the transactionamount.• Cardholder cancelled service or merchandise and their Card wasbilled. • Cardholder billed for a transaction that was not part of the original transactiondocument.• Ensurelimitedamount,self-serviceandautomatedfueldispenser terminalsaresetproperlytoconformtothepre-determinedlimits. To reduce your risk of receiving a Cardholder Dispute Related Chargeback:Chargebacks due to non-receipt of information Description: • Thetransactiondocumentationwasnotprovidedto fulfilltheretrieval request.• Provide Services or Merchandise as agreed upon and described to the cardholder;clearlyindicatetheexpecteddeliverydateon thesalesreceipt or invoice.•Theretrievalrequestwasfulfilledwithan illegiblesalesdraftor wasan invalid fulfillment (incorrect sales draft or the sales draft did not contain• Contact the cardholder in writing if the merchandise or service cannot be provided or is delayed, and offer the cardholder the option to cancel if yourinternalpoliciesallow.•The Cardholderdoes recognizeor is unfamiliar with the transaction WFB2210(Rev00-10/19)53 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 166  Packet Pg. 272 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 American Express, and TeleCheck Services), you are also responsible fordue to the merchant name and/or location not matching the name and/or Recommendations to reduce such risk of Chargebacks:37.2. Change in Your Legal Name or Structure. You must call Customer Service or your Account Manager and request a new Agreement.• Provide a clear and legible copy of the sales draft that contains all requireddataelementswithintherequiredtimeframethatisspecifiedon the retrieval request.37.3. Change in Company DBA Name, Address or Telephone/ Facsimile Number. Tochange your company or location DBA name, address(ore-mailaddress),ortelephone/facsimilenumber,youmustsend therequestinwritingtotheaddressonyourstatement. • Ensure that the mostrecognizablemerchantname,location and/or Customer Service phone number is provided on all transactions. • Retain copies of alltransactiondocumentation for the required timeframe that is specified by eachpaymentorganization.37.4. Other Change(s) in Merchant Profile. You must immediately notify us of any change to the information on file with us in your merchant profile, including: (i) any new lines or types of business; (ii) change in ownership; (iii) the opening, closing or liquidation of business or any location; (iv) change in Card processing method (i.e., paper Sales Drafts to POS Device); (v) voluntary or involuntary party to a bankruptcy case; (vi) entry into a loan or other agreement with a third party that seeks to affect this Merchant Agreement; and/or (vii) change from a business that exclusively conducts card-present retail sales to one that accepts Card sales by mail, telephone or Internet transactions. Weretain the right to terminate this Agreement if you fail to notify us of any change to the information in your merchant profile. • Developefficientmethodsto retrievetransactiondocumentation to maximizeabilityto fulfillrequest. 36.2. Summary (Deposit) Adjustments / Electronic Rejects. Occasionally, it is necessary to adjust the dollar amount of your • Yoursummaryreflectedanarithmeticerror. • Submitted sales not included in your Agreement (e.g., American Express).37.5. Charges for Changes to Account Maintenance. You may be charged for any changes referenced in this section or any other changes requestedbyyouorotherwisenecessaryrelatedtoaccountmaintenance.• The dollar amountis unreadable/illegible. • The Cardholder’saccount number is unreadable/ illegible. • Duplicate Sales Draft submitted.38. Card Organization Monitoring Mastercard, Visa and Discover, PayPal and American Express have established guidelines, merchant monitoring programs and reports to track merchant activity such as, but not limited to excessive Credits, reported fraud and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or engage in practices that could circumvent such monitoring programs or submit suspicious transactions as identified by a Card Organization or any related program or reports, you may be subject to: (i) operating procedure requirement modifications; (ii) incremental Chargebacks and/or increased fees; (iii) settlement delay or withholding; (iv) terminationof yourAgreement;or (v) audit and imposition of fines. • Card number isincorrect /incomplete. • Summary indicated Credits, but no Creditswere submitted. 36.3. Disputing Other Debits and Summary Adjustments. In order to quickly resolve disputed debits and Summary Adjustments, it isextremely important that the items listed in this section be faxed or sent to the addresslistedon thenotification. If the Summary Adjustmentis for an unreadable or incorrectCardholder accountnumber,resubmitthecorrectedSalesDraftwithyournextdeposit. Also, if the transaction is over thirty (30) calendar days old, you must reauthorize and obtain a valid Authorization ApprovalCode.39. Supplies Placing Orders.A clear and legible copy of the Sales Draft containing the following should be obtained from your files:•Toorder additionalsupplies,callCustomer Service or order through the customer service IVR when you have two months’ inventory left. We will• Date of sale/Credit; • Cardholder’saccountnumber,name and signature; • Totalamount of the sale and description of goods and services; and • Date and Authorization Approval Code. • In an EMERGENCY, please contact Customer Service using the number provided on the last page of this Program Guide. If supplies are sent via an expressdeliveryservice,thedeliverychargeswillbe debitedto your account.Include a dated cover letter detailing the reasons for requesting a review of the debit or Summary Adjustment and documentation to support your dispute. (You should retain a copy of the correspondence and all documentation for your files.) If the inquiry is related to prior correspondence,besureto includethecontrolnumberwepreviouslyused. • Youareresponsibleforunauthorizeduse of sales/creditandsummary Media. Werecommended that you store all supplies in a safe location. • You may becharged for supplies and taxes plus applicable Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or address provided on your notification letter. shipping and handling charges. 40. Special Provisions for American Express If you have any questions, please call the Customer Service number provided on the last page of this Program Guide. If a Customer Service Representative informs you that additional documentation is required in orderto fullyreviewtheitem,pleaseimmediatelysubmityourrebuttaland transactiondocumentation to the fax number or addresslistedon thedebit notification. The provisions in this Section 40 apply to American Express Card acceptance and Transactions. 40.1. Treatment of the American Express Brand. Except as expressly permittedbyapplicablelaw,youmustnot: •indicateor implythatyouprefer,directlyor indirectly,anyother paymentproductsover the Card,37. Account Maintenance • try todissuade Cardholders from using the Card,37.1. Change of Settlement Account Number. If you change the Settlement Accountin which youreceive the proceeds of your transactions,criticize or mischaracterize the Card or any of American Express’• servicesorprograms, • try to persuadeor promptCardholderstouseanyotherpayment WFB2210(Rev00-10/19)54 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 167  Packet Pg. 273 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 confidential and the sole property of the Issuer, American Express or any ofproducts or any other method of payment (e.g., payment by check), • impose any restrictions,conditions,disadvantagesor feeswhen the Card is accepted that are not imposed equally on all other payment products,exceptforelectronicfundstransfer,or cashandcheck,40.6. Disclosure and Use of Data Collected Under Agreement. We may disclose to American Express data and information that you provide on your Application and that we collect as part of performing American Expresspaymentprocessing services or transactionrelated services including information about you. American Express mayuse the information that you provide in the Application at the time of setup to screen and monitor your American Express acceptance, to perform its responsibilities in connection with your American Express Card acceptance to respond to court orders and legal investigations, and to perform analytics and create reports for our and American Express’s internal purposes, and for any other lawful business purposes, including marketing purposes. American Express may otherwise use and share your information for business purposes and as permitted by Applicable Law. American Express uses reasonable administrative, technical and physical security measures to protect Program Merchant information consistent with the sensitivity of the information. • suggestor require Cardholdersto waivetheir rightto dispute any transaction, • engage in activities that harm the American Express business or the AmericanExpressBrand(orboth), • promote any other payment products (except your own private label card that you issues for use solely at your establishments) more actively than youpromote the Card, or • convertthecurrencyof theoriginalsaletransactionto anothercurrency whenrequestingAuthorizationorsubmittingtransactions(orboth). You may offerdiscountsor in-kind incentivesfromyour regularpricesfor payments in cash, ACH funds transfer, check, Debit Card or Credit Card, provided that (to the extent required by applicable law): (i) you clearly and conspicuously disclose the terms of the discount or in-kind incentive to yourcustomers,(ii) thediscountor in-kindincentiveisofferedto all of your prospective customers, and (iii) the discount or in-kind incentive does not differentiateon the basis of the issuer or, except as expresslypermitted by applicable law and Card Organization (e.g., Visa, Mastercard, Discover, JCB, American Express). The offering of discounts or in-kind incentives in compliance with the terms of this section will not constitute a violation of the provisions set forth in the above section “Treatment of the American Express Brand.” 40.6.1. Consent for American Express to Contact You by Phone, eMail, Text or Facsimile. American Express may use the information you provide in the Application (as such information may be updated) to call you or send you communications or materials via email, SMS, text or facsimile regarding American Express products, services and resources available to you. These messages may be sent to the mailing address, phone numbers, email addresses or fax numbers that you provide. You consent and agree to receive autodialed, automated and/or prerecorded calls and communications (which may include SMS or text messages) at the telephone number(s)youhaveprovided. If you provide a faxnumber, you consent and agree to receiving fax communications from American Express. In connection with the foregoing, you understand that the calls made or communications sent to you by American Express may be subject to charges or fees by your telecommunications or other applicable service provider that are your responsibility to pay. You understand that your consent under this Section 40.6.1 is not a condition of purchasing or receiving any product or service or entering into this Agreement. 40.2. TreatmentoftheAmericanExpressMarks. Wheneverpaymentmethodsarecommunicatedto customers,or when customers ask what payments are accepted, you must indicate your acceptance of the Card and display American Express’ Marks (including any Card application forms provided to you) as prominently and in the same manner as any other payment products. You must not use the American Express Marks in any way that injures or diminishes the goodwillassociatedwiththeAmericanExpressMarks,nor(withoutprior writtenconsentfromProcessor)indicatethatAmericanExpressendorses your goods or services. You shall only use the American Express Marks as permitted by the Agreement and shall cease using American Express’ Marksupon termination of the Agreement. 40.6.2. Opt-Out: You may opt-out of receiving marketing related communications and materials from American Express by calling Processor at the Customer Service number indicated in the Program Guide and indicating that you no longer want to receive marketing or other communications from American Express, in which case Processor will disable your American Express acceptance services, and you will no longer be permitted to acceptAmerican Express paymentcardsunder the Agreement. 40.3. Treatment of American Express Card Member Information. Any and all Cardholder Information is confidential and the sole property of the Issuer, American Express or its Affiliates. Except as otherwise specified, you must not disclose Cardholder Information, nor use nor store it, other than to facilitate transactions at your Establishments in accordance with the Agreement. 40.7. Conversion to a Direct Relationship with American Express. Youacknowledge and agree that upon written notice from us, you will be converted to a direct American Express Card acceptance relationship with American Express if and when the annual American Express Card charges that you submit under this Agreement are greater than $1,000,000. You agree that , upon conversion, (i) you will be bound by American Express’ then-current Card Acceptance Agreement with respect to American Express Transactions;(ii) American Express will set pricing and other fees payable by you for American Express Card acceptance; and (iii) you will no longer be able to submit American Express Card transactions under this Agreement, but this Agreement will continue in full force and effect withrespectto otherpaymentsandservicesyouelectedto receiveon your Application. If you need to receive American Express related services from us after you have been converted to a direct relationship with American Express,thenyouwillneedto contactourCustomerServiceat1-800- 451-5817torequestthatyouraccountbeentitledforAmericanExpress acceptance and to acknowledge the new pricing terms for our services associatedwithyourdirectrelationshipwithAmericanExpress. 40.4. American Express Transaction Data. The transaction data you collect to facilitate the Charge must be or have been provided directly to you by the Cardholder. You must not accept or have accepted transaction data from, nor shall you provide or have provided transaction data to, any third parties other than your covered parties (as defined in the Data SecurityRequirements(DSR)).If youfail to complywiththisrequirement, in addition to other rightsand remediesregarding“monitoring”,you may be charged a fee as indicated on the Merchant Processing Application, we may suspend Card acceptance privileges at your establishments, or terminate the Agreement. Where Cardholders pay you using payment or “e-wallet” accounts (which Cardholders may have created by providing Card- member information when the account was established), the transaction data collected to facilitate the Card Not Present Charge has alreadybeenprovideddirectlybytheCardholder.Youarenotrequired to have the Cardholder re-enter the transaction data. All information required by American Express evidencing one or more transactions, including information obtained at the point of sale, information obtained or generated during Authorization and Submission, and any Chargeback. 40.8. Reserved.40.5. Treatment of American Express Cardholder Information. You acknowledge that any and all American ExpressCardholder information is 40.9. Third Party Beneficiary Rights. American Express is adirect WFB2210(Rev00-10/19)55 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 168  Packet Pg. 274 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 • Clearly disclose your intent and obtain written consent from the Cardholder that their purchases or refunds (or both) on the Card may be aggregatedandcombinedwithotherpurchasesor refunds(orboth)before yourequestan Authorization. and intended third-party beneficiary of this Agreement, and may enforce • Each individual purchase or refund (or both) that comprises the aggregated Charge must be incurred under the same merchant number and on the sameCard. 40.10. Your Right to Opt Out of American Express Card Acceptance. You may opt out of accepting American Express Cards at any time without directly or indirectly affecting your rights to accept any other payment products. In order to opt out you must complete the Limited Acceptance Form. Toobtain a copy of this form, you call Processor at the Customer Service Number stated in Section 42.4 of the Program Guide. • Obtainapre-Authorizationofnomorethan$15 • Create a Sales Draft for the full amount of the aggregated Charge. • The amountof the aggregated Charge must notexceed $15 or the amountforwhichyouobtainedpre-Authorization.40.11. Collections from American Express Cardholder. You may not bill or collect from any American Express Cardholder for any purchase or payment on the American Express Card unless a Chargeback has been exercised, you have fully paid for such Charge, and you otherwise have the right to do so. • Submit each Sales Draft within our submissiontimeframe. •Provide the Cardholder with an emailcontaining the date,amount, and descriptionof eachindividualpurchaseor refund(orboth)thatcomprises 40.12. American Express Key-Entered Charges. If a Card cannot be read electronically, in addition to the “Magnetic Stripe Card Charges” requirements, you must:40.16. American Express-Excessive Disputes. You may be subject to various fees and assessments as set forth on the Application including fees for excessive disputes. Some fees and assessments are for special products or services, while others may be applied based upon non-compliance of American Express policies and procedures. Many non-compliance fees and assessments can be avoided by correcting the actions that are causing such non-compliance. • Key-enter thedata. 40.13. Keyed No Imprint for American Express Transactions. • Your establishments may be eligible to participate in the American Express “Keyed No Imprint Program.” The “Keyed No Imprint Program” allows you to submitin-person chargeswithouttaking an imprintof the Card if you meet the following Chargecriteria:40.17. American Express Right to Modify or Terminate Agreement. American Express has the right to modify the Agreement with respect to American ExpressCard transactionsor to terminate your acceptance of American Express Card transactions and to require Processor to investigate your activities with respect to American Express Card transactions. • All Cards qualify for the “Keyed No Imprint Program.” • The Charge must bekey-entered. • The Charge Submission must include the appropriate indicator to reflectthatthe Card and the Cardholderwere presentat the pointof sale. • The Charge Submission must include a valid approval, and;40.18. Acceptance Procedures for American Express Travelers and GiftCheques.• The CID Number must be confirmed as a positive match. Under the “Keyed No Imprint Program,” Chargebacks will not be exercised for such charges based solely on the establishment’s failure to obtain an imprint of the Card. If a disproportionateamountor number of disputed charges under the “Keyed No ImprintProgram”occurs,youmust cooperate to reduce the number of disputed charges. If such efforts fail, you may be placed in any of American Express’ Chargeback programs or your participation in the “Keyed No Imprint Program” may be modified or terminated. Procedures for accepting American Express Travelers and Gift Cheques: • Watch Merchant’s customer countersign in the lower left corner of the cheque, and compare the countersignature to the signature in the upper left corner for American Express Travelers Cheques and Gift Cheques. For Cheques for Two, the customer's countersignature must match either one of thetwosignatureson top. • Obtain authorization - American Express recommends obtaining an authorization to reduce the chances of accepting fraudulent cheques. American Express offers a variety of authorization tools. Obtain online authorization at www.americanexpress.com/verifyamextc. 40.14. MerchantWebsiteInformationDisplayGuidelines. • An accurate description of the goods/services offered, including the currency type for the transaction (e.g.,U.S.Dollars).Transaction currency must be in U.S.Dollars.41. Glossary As used in this Program Guide, the following terms mean as follows: • Your physical address in the U.S.Acquirer: Bank in the case of Mastercard, Visa and certain debit transactions or Processor in the case of Discover and PayPal (in-store only) transactions that acquire Card sale transactions from merchants such as yourself. • An email address and a telephone number for customer service disputes. • Return/refund policy. • A description of your delivery policy (e.g., No COD, No overnight).Address Verification: A service provided through which the merchant verifies the Cardholder’s address, in whole or in part. Primarily used by Mail / Telephone/Internet order merchants. Address verification is intended to deter fraudulent transactions, however, an AVS match does not guarantee that a transaction is valid. An AVS request should generally be submitted with an authorization request. The AVS response, if available, however will not impact whether any associated authorization request is approved or denied. You may be charged an AVS fee for any AVS request you submit even if we are not able to provide a response to the request. • A description of your security practices (e.g., information highlighting security practices you use to secure transactions conducted on the internet). • A statementof knownexportrestrictions,tariffs,andanyother regulations. • A privacy statement regarding the type of personal information collected and how the information is used. Additionally, you must provide to customers the option to decline being included in marketing campaigns or havingtheir personalinformationincludedon listssold to third parties.Affiliate: ”Affiliate” of a Person means another Person that, directly or indirectly,(i)ownsor controlssuchPersonor (ii) isundercommon ownershiporcontrolwithsuchPerson.40.15. Aggregated Charges. Agreement: The Agreements among Client, Processor and BankIf you are classified as an internet industry, you may process aggregated charges, provided the following criteria are met: WFB2210(Rev00-10/19)56 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 169  Packet Pg. 275 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 interpretationsandotherrequirements(whethercontractualorotherwise)contained in the Application, the Program Guide and the Schedules Annualized Sales Volume: Annualized Sales Volume is the greater of (1) the sum of the monthly Sales Volume since the account was activated, divided by the number of months the account has been active, and then multipliedbytwelve(12),or (2)theestimatedannualSalesVolumelistedin the Agreement. An active account is defined as an account having a Sales Volume of fifty dollars ($50.00) or greater for that month. If the Client has three months or less of Sales Volume, the “Annualized Sales Volume” is the estimated annual Sales Volume provided by the Client in the Agreement. Card Verification: A three-digit value printed in the signature panel of most Cards and a four-digit value printed in the front of an American Express Card. Visa’s Card Verification Code is known as CVV2; Mastercard’s Card Verification Code is known as CVC2; the Card Verification Codes for Discover, PayPal and American Express are known as a Card Identification Numbers (CID). Card Verification Codes are used to deter fraudulent use of an account number in a non-face-to-face environment,(e.g.,mailorders,telephoneordersandInternetorders).Application: See Merchant Processing Application. Authorization: Approval by, or on behalf of, the Card Issuer to validate a transaction. An authorization indicates only the availability of the Cardholder’s Credit Limit or funds at the time the Authorization is requested An Authorization Fee (see Fee Schedule) can be charged for each Authorization, whether approved or declined. Card Verification Value (CVV) / Card Validation Code (CVC)/ Card Identification Data (CID): A unique value encoded on the MagneticStripeofaCardusedtovalidateCardinformationduringthe Authorizationprocess. Cardholder Verification Method (CVM): A method used to confirm the identity of a Cardholder and to signify Cardholder acceptance of a transaction, such as signature, Offline PIN, and Online PIN. Authorization Approval Code: A number issued to a participating merchant by the Authorization Center which confirms the authorization for a sale or service.Cash Benefits: An EBT account maintained by an Issuer that represents pre-funded or day-of-draw benefits, or both, administered by one or more government entities, and for which the Issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash benefit account. Authorization and Capture: Refers to the communication of instructions from your POS device or other systems to our computer systems, whether the communications are for authorization requests or any other capture of information. If your Service fee Schedule reflects an authorization and capture fee it may be applied to each communication you transmit to us.Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Authorization Center: A department that electronically communicates a merchant’s request for authorization on Credit Card transactions to the Cardholder’s bank and transmits such authorization to the merchant via electronic equipment or by voice authorization.Charge or Charges: The total price, including all applicable taxes and gratuities,for the purchaseof goods or services at a merchantfor which a Cardholder has signed a Sales Draft or otherwise indicated intent to pay with a Card. Authorization /EDC Fees: A fee that applies to all Visa, Mastercard and Discover Card approvals (pre-authorizations, authorizations & authorization reversals), denials, batch inquiries, and batch entry transactions and includes any transaction fees and capture fees.Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. Client is responsible for payment to us for all Chargebacks.Bank: The bank identified on the Application signed by you. Bankruptcy Code: Title 11 of the United States Code, as amended from time to time.Check Warranty: A service provided through a merchant’s POS equipment which guarantees payment up to a defined limit, provided the merchant follows proper steps in accepting the check.Batch: A single Submission to us of a group of transactions (sales and credits) for settlement.A Batchusually represents a day’sworth of transactions.Check Verification: A service provided in which a merchant accesses a national negative file database through its terminal/register to verify or authorize that a person has no outstanding bad check complaints at any of the member merchants. This is not a guarantee of payment to the merchant. Business Day: Monday through Friday, excluding Bank holidays. Buyer Initiated Payment (BIP): A payment that occurs when a cardholding business approves an invoice (or invoices) and submits an electronic payment instruction causing funds to be deposited directly into a their supplier’s merchant account. Chip: An integrated microchip embedded on a Card containing cardholder and account information. Chip Card: A Card with an embedded EMV-compliant chip containing memory and interactive capabilities used to identify and store additional data about a Cardholder,an Account,or both. Card: Means a Credit Card and/or a Debit Card. Cardholder: Means the Person whose name is on a Card and any authorized user of such Card, including the Person that has entered into an agreement establishinga Card account with an Issuer. The words “Card Member”refertoCardholder. Claim: Means any claim (including initial claims, counterclaims, cross- claims, and third party claims), dispute, or controversy between you and us arising from or relating to the Agreement or prior Card acceptance agreements, or the relationship resulting therefrom, whether based in contract, tort (including negligence, strict liability, fraud, or otherwise), statutes, regulations, or any other theory, including any question relating to the existence, validity, performance, construction, interpretation, enforcement, or termination of the Agreement or prior Card acceptance agreements or the relationship resulting therefrom. Card General Terms: Section of the Program Guide, including any amendments or modifications. Card Not Present Sale/Transaction: A Transaction that occurs when the Card is not present at the point-of-sale,includingInternet,mail-order andtelephone-orderCardsales. Card Organization: Any entity formed to administer and promote Cards, including without limitation Mastercard Worldwide (“Mastercard”), Visa U.S.A., Inc.(“Visa”), DFS Services LLC (“Discover”), PayPal, Inc. (“PayPal”), American Express Company, Inc. (“American Express”) and any applicable debit networks. Client: The party identified as “Client” on the Application. The words “Subscriber,” “you,” “your” and “Customer” refer to Client. Also, sometimes referred to as “Merchant.” Contactless Payment: payment performed in a Card-Present Environment with a Contactless card or Payment Device (e.g., MobileCard Organization Rules: The rules, regulations, standards, releases, WFB2210(Rev00-10/19)57 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 170  Packet Pg. 276 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. phone) at the Point-of-Transaction. Credit: A refund or price adjustment given for a previous purchase transaction.Imprinter: A manual or electric machine used to physically imprint the merchant’s name and ID number as well as the Cardholder’s name and Card number on Sales Drafts. Credit Card: A device bearing a valid Organization Mark of Visa, Mastercard, Discover, PayPal or American Express and authorizing the Cardholder to buy goods or services on Credit and, to the extent the Schedules so provide, a valid device authorizing the Cardholder to buy goods or services on Credit and issued by any other Card Organizations specified on such Schedules. Issuer: The financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a Person. Limited Amount Terminal: A customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or magnetic stripe telephones. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund or price adjustment made by the Clientto theCardholder,whetherelectronic,paperor some other form, all of which must conform to Card Organization Rules and applicable law.Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information.Credit Limit: The credit line set by the Issuer for the Cardholder’s Credit Card account. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations.Customer Activated Terminal (CAT):A Magnetic Stripe terminal or chip- reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service) that is not an ATM.Mastercard Account Status Inquiry Service Fee: Zero dollar Account Status Inquiry Service requests (including AVS, CVC2 or both).Data Incident: Any actual or potential unauthorized or fraudulent access to (oruse,disclosure,or alterationof) transactiondata,whetherconsisting of a single event, a continuous course of events, or a series of related events. Mastercard CVC2 Fee: A fee assessed for transactions acquired in the U.S. Region with the CVC2 (Three digit code on the back of the Mastercard issued card) included in the transaction for authorization and where the CVC2 response value equals ‘M’ (Match) or ‘N’ (Invalid/did not match). The fee will not be applied to Account Status Inquiry (ASI) requests.Data Incident Expenses: Means: (a) any obligations that you have to us arising from a Data Incident including EMV Upgrade Costs; (b) the costs of a security assessmentconducted by a qualified security assessor approved by a Payments Organization or PCI to determine the cause and extent of a Data Incident; and (c) any reasonable fees and expenses incurred by us, or by you with our prior written consent, for any Mitigation Services specifically approved by us in writing but only if the Mitigation Services are provided within one (1) year following discovery of the relevant Data Incident. Mastercard Digital Enablement Fee: A fee assessed by Mastercard on select Card Not Present transactions. Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, computer printouts, etc.) Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each batch of paper Sales Drafts. Embossed data includes Merchant Identification Number, name and sometimes merchant ID code and terminal number. Debit Card: Means a PIN Debit Card and/or a Non-PIN Debit Card. Dial-Up Terminal: An Authorization device which, like a telephone, dials an Authorization Center for validation of transactions.Merchant Identification Number: A number that numerically identifies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes. Discount Rate: A percentage rate charged to merchants, as applicable, for processing Card transactions. Discover International Service Fee: A fee assessed by Discover on the amount of Card Sales (excluding Cash Over) conducted at a Client location in the United States where the domicile of the Issuer of the Card used in the Card Sale is a country other than the United States. This fee is not applicable to Card Sales with JCB and China Union Pay cards. Merchant Processing Application (“MPA”): The Merchant Processing Application and Agreement executed by Client, which is one of the documents comprising the Agreement. Merchant Provider: Any Person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction dataor informationrelatedto eitherCardholderdataor transactiondata or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to deliver certain government delivered benefits, including without limitation Cash Benefits and FNS, SNAP and WIC Benefits, to EBT customers.Mitigation Service: A service provided to a cardholder whose informationis the subjectof a Data Incident, where the primary purpose of the service is to mitigate the effects of the Data Incident, including identity thefteducation and assistance and credit monitoring. Electronic Draft Capture (EDC): A process which allows a merchant’s Dial-Up Terminal to receive Authorization and capture transactions, and electronically transmit them to the Processor. This eliminates the need to submitpaperforprocessing.Non-Bank Services: Products and/or Services for which Bank is not responsible, or a party to, including American Express EDC Transactions, PIN Debit Card, and Electronic Benefits Transfer Transactions, TeleCheck Check Services, Gift Card Services and Transactions involving Cards from other Non-Bank Card Organizations, such as Voyager Fleet Systems, Inc., WEX, Inc. and WEX Bank, Discover, PayPal, Leasing, TransArmor, Fraud Services, Wireless, Payeezy Gateway Services, and other items as may be indicated in this Program Guide. EMV: Developed by Europay, Mastercard, and Visa. It is the global standard for chip based payments. EMV Upgrade Costs: The costs you agree to incur to upgrade payment acceptanceandprocessinghardwareandsoftwareto enable you to accept and process EMV-enabled Cards in a manner compliant with the PCI DSS. Entity: Means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization.Non-PIN Debit Card: A device with either a Visa, Mastercard or Discover Mark that is tied to a Cardholder’s bank account or a prepaid account and which is processed without the use of a PIN. Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for Card sales or cash advances transacted by another business. Factoring is prohibited.Non-Qualified Interchange Fee: The difference between the interchange fee associated with the anticipated interchange program and theFraud Full Recourse: One of American Express’s Chargeback programs WFB2210(Rev00-10/19)58 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 171  Packet Pg. 277 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 assessments and other pass through fees paid by you and passed throughinterchange fee associated with the more costly interchange level at which Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for the anticipated interchange program and is therefore downgraded to a more costly interchange level. The Non-Qualified Surcharge (the amount of which is set forth on the Service Fee Schedule) is in addition to the Non-Qualified Interchange Fee, which is also your responsibility (see above and Section 5.1). Rules: The rules, regulations, standards, releases, interpretations and otherrequirements(whethercontractualorotherwise)imposedoradopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association (including, with respect to EBTs, the Quest Operating Rules).Operating Procedures: The information prepared by Processor, containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in Part B of the Program Guide. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day’s work). Not a Batch header, which is used by electronic merchants.PAN Truncation: A procedure by which a Cardholder’s copy of a Sales Draft or Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft that you retain, will only reflect the last four digits of the Card account number. Sales Draft: Evidence of a purchase, rental or lease of goods or Services by a Cardholder from, and other payments to, Client using a Card, including preauthorized orders and recurring transactions (unless the context requires otherwise); regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must conform to Card Organization Rules and applicable law. Person: A third party individual or Entity, other than the Client, Processor or Bank. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction.Sales Volume: The total combined amount of Credit Card, PIN Debit and Non-PIN Debit (Mastercard, Visa, Discover and American Express) paymenttransactionsprocessedby us minus any amountsattributable to returned items. PIN Debit Card: A device bearing the Marks of ATMnetworks (such as NYCE, Star) used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad. PIN Debit Banks: The PIN Debit Bank(s) identified on the Application signed by you that is/ are the sponsoring or acquiring bank(s) for certain PIN Debit networks. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part of this Agreement concurrently with or after the date of this Agreement. PINless Transaction: A PIN Debit transaction using a Debit Card that does not require the Cardholder to enter a PIN. . Self Service Terminals: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does not acceptPIN’s.Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor’s system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor. Servicers: Bank and Processor collectively. The words “we,” “us” and “our”referto Servicers,unlessotherwiseindicatedin thisProgramGuide. Services: The activities undertaken by Processor and/or Bank, as applicable to authorize, process and settle all United States Dollar denominated Visa, Mastercard, Discover, PayPal and American Express transactions undertaken by Cardholders at Client’s location(s) in the United States, and all other activities necessary for Processor and Bank to perform the functions required by this Agreement for all other Cards covered by this Agreement. For the avoidance of doubt, and without limiting the foregoing, “Services” shall include any ancillary products or services provided to You by Processor and/orBank in connection with this Agreement to the extent such products or services are not provided to you pursuanttoaseparateagreementwithProcessorand/orBank. Processor: The entity identified on the Application (other than the Bank) which provides certain services under the Agreement. Program Guide (also known as the Merchant Services Program Terms and Conditions): The booklet which contains Operating Procedures, General Terms, Third Party Agreements, and Confirmation Page, which, together with the Application and the Schedules thereto and documents incorporated therein, constitute your Agreement with Processor and Bank. Recurring Payment Indicator: A value used to identify transactions for which a Cardholder provides permission to a merchant to bill the Cardholder’s Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Settlement Account: An account or accounts(s), unless otherwise agreed upon by the parties, at Wells Fargo Bank or one of its affiliates, designated as the account to be debited and credited by Processor or Bank for Card transactions, fees, chargebacks and other amounts due under the Agreement or in connection with the Agreement. Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU).Signature Debit: A transaction using a Debit Card that requires the Cardholder to provide a signature rather than a PIN.Reserve: Monies held by us in order to secure or fund your obligations with us.Split Dial: A process which allows the authorization terminal to dialdirectlyto differentCardProcessors(e.g.,American Express) for Authorization. In this instance, the merchant cannot be both EDC and Split Dial. Split Dial is also utilized for Check Guarantee companies. Reserve Account: An account established and funded at our request or on behalf, pursuant to Section 11 of the Agreement. Resubmission: A transaction that the merchant originally processed as a Store and Forward transaction but received a soft denial from the respective debit network or Card Organization. The Resubmission transactionallowsthemerchantto attemptto obtainan approvalforthe soft denial, in which case Client assumes the risk that the transaction fails. Split Dial/Capture: Process which allows the Authorization terminal to dial directly to different Card processors (e.g., American Express) for Authorization and Electronic Draft Capture. Store and Forward: A transaction that has been authorized by a merchant when the merchant cannot obtain an authorization while the customer is present, typically due to a communications failure. The merchantwill store the transactionelectronicallyin their host system and retransmitthetransactionwhencommunicationshavebeenrestored. Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft orothertransactionsourcedocuments. Revenue: Total fees for Services minus the amount of interchange, Submission: The process of sending Batch deposits to Processor for WFB2210(Rev00-10/19)59 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 172  Packet Pg. 278 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 If a transaction fails to qualify for your anticipated interchange programs, you will be billed a Non-Qualified Interchange Fee, plus a Non-Qualified Surcharge for each such non-qualifying transaction (see Section 5.1 and Glossary). processing. This may be done electronically or by mail. Summary Adjustment: An adjustment to your Submission and / or SettlementAccountsinordertocorrecterrors.(SeeSections36.2.and36.3.) Telecommunication Card Sales: Individual local or long distance telephone calls,for whichthe telephone service providerispaiddirectly by use of a Card. These do not include, however, calls paid for with pre-paid telephone service cards. Telecommunication Card Sales are considered Card Not Present Sales. Your initial fees for Services are stated on your Application and may be adjusted from time to time to reflect: a. Any increasesor decreasesin the interchange and/orassessment portionof thefees, b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Client, andTransaction Fees: Service costs charged to a merchant on a per transaction basis. c. Increases in any applicable sales or telecommunications charges or taxes levied by any state,federalor localauthorityrelatedto the delivery of the services provided by Wells Fargo Merchant Services, L.L.C. when such costs are included in the Service or otherfixed fees. Us, We and Our: See Servicers. You, Your: See Client. 42. ADDITIONAL IMPORTANT INFORMATION PERTAINING TO THIS ENTIRE AGREEMENT In addition to the Debit Card transaction fees set forth on the Application, Client shall be responsible for the amount of any fees imposed upon a transaction by the applicable debit network.42.1. Electronic Funding Authorization All payments to Client shall be through the Automated Clearing House (“ACH”) and shall normally be electronically transmitted directly to the Settlement Account you have designated or any successor account designated to receive provisional funding of Client’s Card sales pursuant to the Agreement. Client agrees that any Settlement Account designated pursuant to the preceding sentence will be an account primarily used for business purposes. Neither Wells Fargo Bank, N.A. (“Wells Fargo Bank”) nor Wells Fargo Merchant Services, L.L.C. can guarantee the timeframe in which payment may be credited by Client’s financial institution where the Settlement Account is maintained. A Monthly Minimum Processing Fee will be calculated beginning thirty (30) days after the date Client’s Application is approved.(Refer to your pricingdisclosures.) Authorization Fees are charges that apply each time you communicate directly with Processor. Authorization /EDC Fee applies to all Visa, Mastercard and Discover Card approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, and batch entry transactions and includes any transaction fees and capture fees. Client hereby authorizes Wells Fargo Bank and its authorized An equipment rental fee will be charged each month for each piece of equipment rented, plus tax as applicable. Client will be charged for actual shipping fees for equipment and cost of supplies. representative, including Wells Fargo Merchant Services, L.L.C., to access The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law, if (a) Client breaches this Agreementby improperly terminating it prior to the expiration of the applicabletermof the Agreement,(b) this Agreementisterminatedpriorto theexpirationof theapplicableterm of the Agreement due to an Event of Default, or (c) the actual volume is materially less than the anticipated annual volume, then Servicers will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, in an effort to liquidate in advance the sum that should represent such damages, the parties have agreed that the amount calculated in the manner specified below (the “Early Termination Fee”) is a reasonable pre-estimate of Servicers’ probable loss. The Early Termination Fee shall be paid to SERVICERS within 7 days after Client’s receipt of Servicers’ calculation of the amount due. The amount of the Early Termination Fee will be calculated as follows: (i) If the Client’s total Sales Volume for the preceding 12 months* is less than One Million Dollars($1,000,000) there is no Early TerminationFee;or (ii) If the Client’s total Sales Volume for the preceding 12 months* is greater than or equalto OneMillionDollars($1,000,000)andthe termination occurs during the initial term or any renewal term, then the Early Termination fee is Five Hundred Dollars ($500.00) per location plus six (6) times the highest amount of Revenue in any single calendar month during the initial term or any renewal term. 42.2. Funding Acknowledgement Automated Clearing House (ACH). Automated Clearing House (ACH). I acknowledge that the funds for Mastercard, Visa and Discover, PayPal and American Express transactions will be processed and transferred to my Settlement Account within two (2) Business Days from the time a Batch is closed (by 11:00 p.m. PT) and withinone(1)BusinessDayfromthetimetheBatchisclosed(by11:00 p.m. PT) if such account is a Wells Fargo Settlement Account. The ACH transactions will appear on your statement as “Merchant Bnkcd”. * If you have been processing with us for less than 12 months, the early termination fee shall be calculated based on “Annualized Sales Volume” in lieu of “Sales Volume.” Client’s obligation with respect to any Monthly Minimum Processing Fee will end when Servicers receive the aforementioned Early Termination Fee.42.3. Additional Feesand EarlyTermination The fees for Services as shown on your pricing disclosure are based on the assumption that your Credit Card and Non-PIN Debit transactions will qualify at the anticipatedinterchangeprograms associatedwithyour account. WFB2210(Rev00-10/19)60 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 173  Packet Pg. 279 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 42.4. Addresses forNotices Wells Fargo Merchant Services, L.L.C.: P.O. Box 6079 Concord, CA 94524 Attn: Sales Manager BANK: Wells Fargo Bank: P.O. Box 6079 Concord, CA 94524 Attn: Merchant Services Important Phone Numbers: (see also Sections 28.3 and 30.4) Mastercard/Visa/Discover Authorization Center POS Help Desk: 1-800-622-0842 If thisapplication for businesscreditis denied you may obtain a written statement of the specific reasons for the denial. Toobtain the statement, please contact Credit Initiation, PO Box 6079, Concord, CA 94524, within sixty (60) days from the date you are notified of our decision. We will send you a writtenstatementof reasonsforthedenialwithinthirty(30)daysof receiving yourrequest. WFB2210(Rev00-10/19)61 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 174  Packet Pg. 280 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Part III: Third Party Agreements The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third Party Agreements. Client acknowledges that the Third Parties are relying upon the information contained on the Merchant Processing Application and the Schedules thereto, 1.0. TeleCheck Solutions Agreement for breach of its Information Warranty will not exceed the lesser of: (a) the Ineligible Items); however, Ineligible Items 1. Services. TeleCheck will provide Client (also referred to as Company) with the Telecheck services indicated in the Merchant Processing Application and Agreement which may include: (i) coded information that it may use when deciding whether to accept a check or electronic funds transfer item (each an Item, and together, Items) when provided by its consumers as payment, (ii) settlement processing services and (iii) warranty or verification services; all as described in this Agreement (together, Services). TeleCheck will be Company’s exclusive provider of the Services during the Term(defined below) of this Agreement. Company agrees to the terms of this Agreement by signing the Merchant Processing Application; clicking “Accept” or “Install” when presented via an App (as applicable and described below); or using any of the Services. Company acknowledges that the Specialty Items (Settlement Only) service does includereceivingcodedinformation,warrantyor verificationservices. 1.4. Warranty Requirements. Company represents and warrants that each Item it submits to TeleCheck for processing and coverage under the InformationWarrantymeetsthefollowingrequirements: A. General Requirements. The following apply to all Itemsunless otherwise specified: (1) the Item was submitted to TeleCheck for processing according to TeleCheck’s operating guidelines and specifications, and Company obtained a single approvalcode for it;1.1. Delivery by Application. If the TeleCheck Services are provided through TeleCheck’s check acceptance application (App) that resides on a Clover® point of sale device (a Device), Company agrees that this Agreement will govern Company’s access to and use of TeleCheck’s Services on such App. Company’s use of its Device is subject to its agreement with the supplier of the Device (and not TeleCheck), and this Agreement does not alter Company’s agreement with its Device supplier. Company will comply with the terms of its agreement with the Device supplier; and warrants that it is authorized to install and use TeleCheck’s App on the Device. (2) the Item is drawn on the consumer’s deposit account at a United States or Canadian financial institution (for example, and without limitation, money orders, cashier’s checks, travelers checks, insurance checks,creditcardchecks,or non-firstpartyItemsareIneligibleItems); (3) the Item, or a clear image of the Item (if submitted using a mobile or other optical imaging device), shows the consumer’s name, address, check number, and routing and account numbers in the MICR line (not applicableif the paymentisonline or over the phone); (4) the Item isa properly completed firstpartyItem that is dated, payable to Company, made out for the amount due to Company for its goods or services, and signed by the consumer (not applicable if the payment is onlineoroverthephone); 1.2. Submitting Items. Company will designate the types of Items it accepts and that it will submit to TeleCheck for processing under this Agreement as indicated on the Merchant Processing Application. Company must submit the Item to TeleCheck through the appropriate service. For example, checks presented in person by consumers at Company’s point of sale can only be submitted through the In-Person Warranty (or Verification) service, checks sent through the mail to Company can only be submitted through the By Mail/Drop Box service. Company will submit all of its designated Items to TeleCheck for processing under this Agreement. Except for Items processes through the By Mail/Drop Box service, TeleCheck will analyze each Item that Company submits for processing and, in its discretion, provide Company with an approval or decline code with respect to each Item. TeleCheck will give Company operating guidelines and specifications, as applicable, to assist Company with properly accepting and submitting its Items for processing (operating guidelines and specifications may be provided to Company electronically ormade available via the Internet). (5) the consumer authorized debiting its account by electronic funds transfer or remotely created check for the amount of the Item (an Authorization) in accordance with TeleCheck’s operating guidelines and specifications and the rules of the National Automated Clearinghouse Association (NACHA Rules), as applicable, for the services utilized ; (6) the Item represents the consumer’s payment obligation to Company for its goods or services,and has not been used in anothertransaction; (7) the amount of the Item (a) is for the price of Company’s goods or services,(b) matches the amount submitted to TeleCheckfor processing, and (c) does not exceed the WarrantyMaximum; (8) the Item wasnotsubmitted asa splitsale or in other ways to avoid thesewarrantyrequirementsortheWarrantyMaximum; (9) the Item is not for credit,cash,or payment on an account,debt,or Item already due toCompany;1.3. Information Warranty. If Company has selected a warranty service in the Merchant Processing Application, TeleCheck warrants the accuracy of the information given in its approval code (the Information Warranty) when an Item meets the warranty requirements described below. Items that satisfy TeleCheck’s Information Warranty and meet the corresponding warranty requirements are Eligible Items. TeleCheck will purchase Eligible Items that are subsequently dishonored, returned, reversed, or otherwise not paid by a consumer’sfinancialinstitution(these Items are Return Items). Company’s sole remedy for a breach of TeleCheck’s Information Warranty is the right to require TeleCheck to purchase an Eligible Item that became a Return Item. TeleCheck’s liability to Company (10)theItemdoesnotpre-dateor post-datethedateof thetransaction and corresponding inquiry to TeleCheckby more than 1 calendarday; (11) the transaction and correspondingItem are not subject to any stop payment,disputeorsetoffright; (12)Company is not aware of anything that invalidates the Item, prevents itscollection,or relievestheconsumerfromliabilityforit; and (13) Companyprovided the notices required by applicable Law(defined in Section 21.1 below), authorizing TeleCheck to process the Item as an WFB2210(Rev00-10/19)62 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 175  Packet Pg. 281 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 days of TeleCheck’s instruction to do so and TeleCheck must receive it forelectronic funds transfer or remotely created check and imposing (and B. RequirementsForIn PersonPayments:If a consumerpresentsa paper check in-person at Company’spoint of purchase location, in addition to those in Section 1.4 A. above the following requirements apply and must be followed in accordance with TeleCheck’s operating guidelines and specifications: (a) the consumer signed an authorization to debit consumer’s account and consumer’s signature on the authorization reasonablymatchesthenameimprintedon the Item; (b) theauthorization must be clearly and conspicuously posted and a copy of the authorization must be provided to the consumer and (c) the Item must be voided and returned to the consumer aftersubmission to TeleCheckfor processing. If such in-person payment is approved as a paper check that cannot be settled as an electronic funds transfer, the additional requirements in Section 1.4 F below apply. 1.5. Electronic Images. If the Item is submitted to TeleCheck by Company as an image using a mobile device or other image reader, the ability to settle imaged Eligible Items to the banking system depends on (a) the quality of the image and (b) the banking system’s ability to accept the image for settlement processing. Company will use a third party provider to capture imagesof Items using a mobile device (this third party, an Image Vendor) and submit those images to TeleCheck. Company acknowledges that its Image Vendor will require some of Company’s account information (including, without limitation, merchant account number,contactname,emailaddressand deviceidentifier) to submitItem images to TeleCheck; and authorizes TeleCheck to provide the Image Vendor with the information necessary to allow it to submit Item images to TeleCheck on behalf of Company. TeleCheck is not responsible for the image quality of Items submitted through Company’s Image Vendor, or submission of the images by Company’s Image Vendor to TeleCheck. Company will destroy the physical checks that were submitted as electronic images after storing them securely for at least60 days. C. Requirements For Online Payments: If a consumer makes an online payment, the following requirements apply in addition to those in Section 1.4 A above: (a) the consumer electronically authorized the transaction in accordance with TeleCheck operating guidelines and specifications and (b)the payment website site authenticates the consumer’s identity and usesappropriatesitesecurityandinternetsessionsecurity D. Requirements For Phone Payments: If the consumer makes payment over the phone, the following requirements apply in addition Section 1.4 A. above: (a) the consumer provided a telephonic 1.6. Authorization. Company will maintain a copy of each consumer’s Authorization for the longer of: (a) 2 years, or (b) the period of time required by the NACHA Rules. Company will provide TeleCheck with legible copies of Authorizations within 7 days of TeleCheck’srequest for them. 1.7. Assignment of Items. Company assigns all if its right, title, and interest in each Eligible Item that it submits to TeleCheck for warranty coverage when the Item becomes a Return Item. Companywill reasonably aid TeleCheck in its enforcement of the rights associated with an assigned Eligible Item. E. Requirements for Mail/Drop Box Checks: If the consumer provides a paper check which was mailed in or submitted in a drop box to Company, the requirements in Section 1.4 A above apply except (a) the check must be for paymentthat is not more than 60 days past due; (b) the check must notbe post-datedor datedearlierthan20 days from the date of inquiry to TeleCheck; and (d) Company must securely store the check for at least 60 days following the corresponding payment transaction at which time it must be destroyed. Additionally, the consumer must not have notified Company that the check was not to be converted into an electronic funds transfer.If such mail/drop box check is approved asa paper check that cannot be settled as an electronic funds transfer, the additional requirements in Section 1.4 F below apply. 1.8. Processing Notices; Return Item Fees. Company will post, and provideconsumerswith,noticesat the point of sale that are required to process Items using the Services and to collect fees on Return Items. Company will assess the highest fee amount allowed by applicable Laws on all Return Items, which TeleCheck may collect and retain from consumers. 1.9. “Goodwill” of an Ineligible Item. TeleCheck may elect to provide warranty coverage for an Ineligible Item that Company submits for processing. Providing warranty coverage for an Ineligible Item will not constitute a course of dealing,waiverof rights,or preventTeleCheckfrom rejectingwarrantycoverageforanyotherIneligibleItems.F. Requirements for Mobile Checks or any Checks Approved as Paper Only. If TeleCheck approves an Item as a paper check that couldnot be settledas an electronicfundstransfer(i.e.checkisto be deposited by Company) or the check is submitted to TeleCheck as an image through a mobile device (either, a Paper Settlement Item), the following requirements apply in addition to those in Section 1.4 A above: (a) the checkmust includethe consumer’sname (imprinted by the manufacturer), physical address (imprinted by the manufacturer or written on the check according to TeleCheck’s operating guidelines – P.O.Boxes will not be accepted),phonenumber(withareacode),identificationtypeandnumber (imprinted or written on check), Company’sTeleCheckSubscriber Number and TeleCheck’s approval code; (b) the consumer’s signature must reasonably match the name imprinted on the check and (c) Company must send Paper Settlement Items that were presented in-person at Company’s point of purchase and that become Return Items directly from its financial institution to TeleCheck within 30 days of the date on the check. If the Paper Settlement Item was mailed in or submitted in a drop box by the consumer to Company,or if the Item waspresented by the consumer to Company and submitted through a mobile device by Company to TeleCheck, and subsequent to the transaction TeleCheck instructs Company to deposit the check (due to image quality issues (a Redeposit Check Item), Company must deposit the Redeposit Check Item within 2 1.10. Updating Information. Company will promptly notify TeleCheck if (a) a consumer makesany payment to Company or returns any goods in connectionwitha Return Item that is subject to warrantycoverage,or (b)Company cancels any services paid for by an Item that is subject to warranty coverage; both representing a full or partial satisfaction of the 1.11. Chargeback. TeleCheck may chargeback any Eligible Item that it purchased from Company for coverage under the Information Warrantyif: (1) theconsumerreturnedthegoodsor services(inwholeor in part) that werepaidforwiththeItem; (2) Company hasnotdelivered the goods or services that were paid for using the Item; (3) the Item is subject to anystop payment,dispute,or setoff; (4) the consumer makesfull or partial payment to Company for the Item, or providesanyformof securityto ensureits payment; (5) the goods or serviceswereinitiallydeliveredon creditor under a lease; WFB2210(Rev00-10/19)63 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 176  Packet Pg. 282 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 with the Services. Company authorizes TeleCheck to (a) initiate credits ACH) entry. (6) the purchase transaction, the payment represented by the Item, or transferring the Item to TeleCheck(by assignmentor otherwise)isvoid or invalid for any reason other than theconsumer’sbankruptcy; (7) Company breachesthe applicable warranty requirementsfor Eligible Items; (8) Company submits multiple Items or duplicate Items related to the same transaction for processing (e.g., deposits a paper Item previously submitted for processing as an electronic Item without TeleCheck’s directiontodoso);3.2. TeleCheck reserves the right to decline processing any Item. TeleCheck will initiate a funds transfer for Company’s transactions thatwereprocessedunderthisAgreement;lessanyamountsdue from Company for fees, refunds, adjustments or its other obligations. TeleCheck will typically credit Company’s settlement funds to its Settlement Account within 2 banking days once the transactions are finally submitted to TeleCheck for settlement processing. (9) Company does not submit its Items to TeleCheck for processing within1 calendardayof thetransactiondate(forbatchprocessing,Items must be submitted to TeleCheckfor processing within 7 calendar days of thetransactiondate); (10) the consumer disputes authorizing the Item, its validity, or the amountdebited for it (exceptin the case of third partyfraud committed withaconsumer’scheck);3.3. TeleCheck may recover amounts associated with any adjustments for an Item that are made to the Settlement Account at Company’srequest or due to its error. TeleCheck may also recover amounts associated with any fees that a consumer paid to its financial institution because of these adjustments. (11)the consumer’s Authorizationisincomplete or invalid; (12) Company fails to provide TeleCheck with a legible copy of an Authorizationwithin7 daysof a request for it; or (13) Company breaches this Agreement, alters an Item or approvalcode, or submitsan ItemwithKnowledgeit islikely to become a Return Item. Knowledge means facts or circumstances which, if known, would cause a merchant, using commercially reasonable judgment, to independently refuse to accept an Item (including, without limitation, splitting single transactions into smaller components or resubmitting Items that were previously denied). 3.4. Company must promptly notify TeleCheck if it fails to receive any settlement funds or if there are any changes to the Settlement Account. Transfer of settlement funds may be delayed or misdirected if Company provides inaccurate information about, or fails to notify TeleCheck of changes to, the Settlement Account. TeleCheck is not responsible for settlement errors that arise if Company provides inaccurate information about, or fails to notify TeleCheck of changes to, theSettlement Account. Company will immediately notify TeleCheck if it has Knowledge that any of the above circumstances occur.Company will continue to be responsible for its chargebacks after termination of this Agreement. TeleCheck may chargeback any amounts that exceed the Warranty Maximum for an Eligible Item. Financial Information. Company will promptly provide any financial4. or otherinformationreasonablyrequestedby TeleCheckto performcredit 2. Non-Warranty Services. 2.1. If any of the verification services or the Specialty Items (Settlement Only) services are selected by Company in the Merchant Processing Application (Non-Warranty Services), TeleCheck will have no liability for any Item that is processed using the Non-Warranty Services that is subsequently returned, dishonored, reversed or otherwise unpaid, and does notwarranty the checksprocessedusing the Non-WarrantyServices. There will be no payment to Company for any loss from transactions processed through the Non-Warranty Services. Companyassumes all risks that Items accepted by Company may result in Return Items. Company will be fully responsible and liable to TeleCheck for all Return Items, regardless of the reason or timing. TeleCheck will deduct or offset all Return Items against any amounts to be paid to Company for Items to settled under this Agreement or, alternatively, TeleCheck may initiate debits to Company’s Settlement Account (defined in Section 3.1 below) for all such Return Items. 5.Notice of Material Changes. Company will provide TeleCheck with reasonableadvance notice of any materialchange in the nature 6. Company’s Payment Obligations. Fees. Company will pay TeleCheck for: (a) all fees and charges for the Services that are set forth in the TeleCheck Service Application and Agreement;(b) allItemsthatarechargedback;(c)alladjustmentsrequired in connection with Company’stransactions; and (d) allcosts,liabilities, or other obligations imposed on TeleCheck by third parties as a result of transactions submitted by Company, its actions, or inactions. 2.2. Representations and Warranties. Company represents and warrants that each Item submitted under any of the Non-Warranty Services complies with the following, (a) the Item was submitted to TeleCheck in accordance with the TeleCheck’s operating guidelines and specifications, (b) the consumer authorized debiting its accountby electronic funds transfer or remotely created check for the amount of the Item in accordance with in accordance with the TeleCheck’s operating guidelines and specifications and NACHA Rules including, without limitation, providing any necessary notices to consumer (not applicable to the Specialty Items (Settlement Only) services) and (c) the requirements in Sections 1.4. B., C. and D (as applicable to the type of Item presented) have been complied with. 6.1. Other Fees. Company will also pay TeleCheck for the following feesandchargesfortheServices(asapplicable):(a)CustomerRequested Operator Call Fee (also called CROC or Voice Authorization Fee), which is an additional $2.50 fee per operator or Interactive Voice Response (IVR)- assisted call that Company initiates, but TeleCheck does not request; (b) December Risk Surcharge, which is an additional percentage charge added to the Inquiry Rate for each authorization inquiry in the month of December; (c) Funding Report Fee, which is a $10.00 monthly fee to receive daily funding or weekly funding reports (the Funding Report Fee does not apply if TeleCheck provides the funding report monthly); (d) Inquiry Rate, which is the percentage rate that applies to the face amount of each Item (up to the Warranty Maximum) that Company submits to TeleCheck for authorization (whether or not TeleCheck issues an approval code for the Item); (e) Monthly Minimum Fee, which is the minimum aggregate amount of the Inquiry Rate fees that Company must pay on a monthly 3. Settlement. 3.1. Company will identify one or more bank accounts held in its name (each, a Settlement Account) that TeleCheck will use in connection WFB2210(Rev00-10/19)64 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 177  Packet Pg. 283 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10. Term. This Agreement begins on the earlier of the dates when Company signs its TeleCheck Services Application and Agreement, submits its first Item for processing under this Agreement, or when Company downloads the App (this date, the Effective Date). The length of this Agreement’s initial term is designated in theTeleCheck Services Application and Agreement (Initial Term). This Agreement will automatically renew for successive one-year periods (each, a Renewal Term), unless TeleCheck or Company provides the other with at least 30 days’writtennoticeof non-renewalat the end of theInitialTerm.TheInitial TermtogetherwithanyRenewalTerm(s)is the Term of thisAgreement. basis (if the total Inquiry Rate fees for Company’s Items submitted during Monthly Processing Fee is a monthly fee for Special Handling Fee, which is a $5.00 Transaction Fee, which is Unauthorized Return Fee 11. Termination; Modification; Suspension. 11.1.General Termination. Either Company or TeleCheck may terminate this Agreement by giving 30 days’ advance notice if the other materially breachesthisAgreementand fails to remedy the breachwithin 30 days of receiving notice of it. TeleCheck may terminate this Agreement upon written notice to Company for any reason (with or without cause) during its Term. If the Services are delivered through TeleCheck’s App, Company may terminate this Agreement for any reason (with or without cause) during its Term by uninstalling the App. 11.2. Modification. TeleCheck may modify thisAgreement’sterms(including,without limitation, its fees) upon 30 days’ notice to Company, during which notice period Company may terminate this Agreement by providing written notice of termination to TeleCheck. Company’s continued use of the Services after the 30 day period contained in a notice of modification from TeleCheck will constitute Company’s acceptance of the new terms. 6.2. Early Termination Fee. TeleCheck will suffer substantial injury, for which it would be difficult to determine damages, if Company breaches thisAgreementor terminatesit early in violation of the Agreement’sterms. TeleCheck may recover damages equal to 90% of the aggregate Monthly Minimum Fees and Monthly Processing Fees that are payable for the unexpired portion of the then-current Term as an accurate reflection of these damages and realistic pre-estimate of TeleCheck’s losses caused by an earlyterminationof thisAgreement. 7. Reserve. 7.1.TeleCheck may require Company to fund a cash reserve (Reserve) in an amount that reflects TeleCheck’ assessmentof risk, as it may determine in its discretion from time-to-time. The Reserve is a payment obligation of TeleCheck, established by holding back transaction proceeds or debiting the Settlement Account in order to potentially offset any obligations that Company may have to TeleCheck. The Reserve is not a segregated fund that Company may claim to own. TeleCheck is obligated to pay to Company any amounts remaining from the Reserve after all other then- current and contingent liabilities or obligations related to Company’s payment transactions have expired. 11.3 Suspension. TeleCheck may suspend its Services or settlement of any funds under this Agreement if it determines that questionable activity occurs with respectto Company’spayment transactions(including,without limitation, if there are excessive Return Items associated with Company’s Items, Company breaches the NACHA Rules, or if required by applicable laws. TeleCheck may also suspend or terminate its Services if requested by its Originating Financial Depositary Institution. 12.Confidential Information. 12.1. Confidentiality. Neither party will disclose non-public information about the other party’s business (including, without limitation, the terms of this Agreement, technical specifications, customer lists, or information relatingto aparty’soperational,strategic,or financialmatters)(together, Confidential Information). Confidential Information does not include information that: (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses beforeitsdisclosure;(3)isindependentlydevelopedwithoutrelianceon thediscloser’sConfidentialInformation;or (4) is received from a thirdparty that is not obligated to keep it confidential. Each party will implement and maintain reasonable safeguards to protect the other party’s Confidential Information. 7.2. The obligations due to Company from the Reserve will not accrue interestunlessrequiredbyapplicableLaws. 7.3. TeleCheck will notify Company if a Reserve is established (including its amount) or if the amount of theReserveismodified. 7.4. TeleCheck may set off any obligations that Company owes to TeleCheck from the Reserve. 7.5 Although Company acknowledges that the Reserve is a general obligation of TeleCheck, and not a specifically identifiable fund, if any person claims that the Reserve is an asset of Company that is held by TeleCheck, Company grants and acknowledges that TeleCheck have a security interest in the Reserve and, at TeleCheck request, will provide documentation to reflect this security interest.12.2. Disclosure. The recipient may disclose the other party’s Confidential Information: (1) to its directors, officers, personnel, and representatives (including those of its subsidiaries, affiliates, subcontractorsorvendors)thatneedtoknowitinconnectionwith the recipient’s performance under this Agreement, and are bound by confidentialityobligationsmateriallysimilarto thoserequired underthis Agreement;and(2)inresponsetoa subpoena,courtorder,orasrequired under applicable Laws or NACHA Rules. 8. Setoff and Priority. All funds that TeleCheck owes to Company under this Agreement are subject to Company’s payment obligations under this Agreement. TeleCheck may setoff or recoup amounts Company owes to TeleCheck against any funds that TeleCheck owes to Company. 9. Statements, Reporting. TeleCheck will provide Company with statements or electronic reporting (together, Statements) reflecting the fees, settlement amounts, and other information related to the Services. Company must review the Statements and inform TeleCheckof any errors within 60 days following the date that the error was, or should have been, reported;provided,Companymustreportsettlementorfundingerrors to TeleCheck within 30 days (reporting errors will enable TeleCheck to recover amounts or prevent them from continuing). TeleCheck will have no obligation to provide refunds for errors that Company reports more than60 daysor30days(asapplicable)aftertheerrorswere,or shouldhave been, reported. Company and TeleCheck will work together to resolve issues or disputes that arise in connection with the Statements, or the fundscredited or debited to the SettlementAccount. 13. Data Use; Security. 13.1.Data Use. TeleCheck owns all right, title and interest in the data it obtains from providing the Services to Company. 13.2 Data Security. Company will implement commercially reasonable practices, including administrative, physical and technical safeguards, that are designed to: (a) maintain the security and confidentiality of Consumer Information, (b) protect against reasonably anticipated threats to the security or integrity of Consumer Information, and (c) protect against unauthorized access to or use of Consumer Information that could resultin substantialharmor inconvenienceto the consumer.Consumer Information is customer information Company receives in connection with WFB2210(Rev00-10/19)65 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 178  Packet Pg. 284 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 for the information that TeleCheck provides through its Services, will related purposes). any transaction contemplated by this Agreement. 14. License to Marks. TeleCheck grants Company a limited, non- exclusive, non-transferrable, non-sublicensable, royalty-free license to use the trademarks, service marks and logos (together, Marks) that TeleCheck provides to Company during the Term of this Agreement. Company (a) may use the Marks only in the United States; (b) may use the Marks only in connection with its use of the Services; (c) will follow the branding guidelines that TeleCheck provides or makes available from time-to-time; and (d) will not use materials containing the Marks without TeleCheck’s prior written permission. Company will not otherwise distribute, lease, sublicense, sell, modify, copy or create derivative works from the Marks. TeleCheck reserves to itself all right, title, interest or license (express or implied) to the Marks that are not specifically granted to Company under this Agreement; and may suspend or terminate this license upon written notice to Company. 21.2 Choice of Law; Waiver of Jury Trial. This Agreement will be governed by New York law (without regard to its choice of lawprovisions). The courts of New York, New York will be the proper venue for legal proceedingsbroughtin connectionwiththisAgreement.TeleCheckand Company each waive their right to a jury trial for claims arising in connection with this Agreement. 21. Entire Agreement, Amendment, Counterparts. The defined term Agreement includes its schedules, addenda, and any amendments (capitalized terms used in the schedules, addenda, or amendments without definition will have the meanings given to them in this Agreement). This Agreement is the entire agreement between the parties and replaces any prior agreements or understandings (written or oral) with respect to its subject matter. Except as set forth in Section 11.2, modifications to this Agreement must be in writing, executed by the parties. This Agreement and any amendments may be executed electronically and in counterparts, each of which constitutes one agreement when taken together. Electronic and other copies of the executed Agreement are valid. 15. Indemnification. Company will indemnify, defend, and hold TeleCheck harmless for all losses, damages, costs, or expenses (including reasonable attorney’s fees) claimed against it by third parties, which arise from Company’s gross negligence, willful misconduct, or breach under this Agreement. 16. Exclusion of Damages. Neither party will be liable to the other forlostprofits,revenuesorbusinessopportunities,noranyexemplary, punitive, special, indirect, incidental, or consequential damages (whether any are direct or indirect); regardless of whether these damages were foreseeable or either party was advised they were possible. 22. Assignment. Company may not assign this Agreement without TeleCheck’s written consent. TeleCheck may assign this Agreement upon notice to Company. This Agreement will be enforceable against a party’s permitted successors or assigns. This Agreement may not be continued, assumed, or assigned in the event of a bankruptcy or other insolvency eventwithoutconsentfromthenon-bankruptorinsolventparties. 17. Limitation of Liability. TeleCheck’ aggregate liability to Company for lossesarising from any cause (regardlessof the form of action or legal theory)inconnectionwiththisAgreementwillbelimitedto$75,000.00 18. Notices. Written notices (other than normal operations) required under this Agreement will be sent by certified mail or national courier (with tracking and delivery confirmation). TeleCheck may also provide written notices required under thisAgreementby regular mail.Noticeswill be effective upon receipt. Noticesto Company will be sent to the address it provides on the TeleCheck Service Application and Agreement. Notices to TeleCheck will be sent to: TeleCheck Services, Inc., Attn: TeleCheck Merchant Services, Mail Stop A-12, 7301 Pacific Street, Omaha, NE 68114; with copies to TeleCheck Services, Inc., Attn: General Counsel’s Office, 3975 N.W.120th Avenue, Coral Springs, FL 33065 and legalpapers@ firstdata.com 19. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement other than TeleCheck’ subsidiaries and affiliates involved in providing the Services to Company. Each party is responsible for the performance of any third parties it uses in connection with the Services, and their compliance with the terms ofthis Agreement. TeleCheck is not responsible or liable to Company for any errors or breaches of this Agreement that occur because of Company’s third party providers (e.g., without limitation, issues that arise from ACH network participants, or if Company uses third party providers or applications to capture electronic images of Items to submit to TeleCheck). TeleCheck may audit Company’s compliance with this Agreement upon reasonable notice, during normal business hours, and at TeleCheck’s expense; and as required by the NACHA Rules. TeleCheck’s Originating Depository Financial Institution may also audit Company’s compliance with this Agreement and the NACHA Rules. 20. Waivers. A party’s delay or failure to exercise any of its rights under thisAgreementwill not be a waiverof those rights. 21. Compliance with Law, Choice of Law, Waiver of Jury Trial. 21.1. Compliance with Law. The parties will comply with all laws, regulations, and rules (including ACH’s network rules, requirements, and standards; the NACHA Rules) (together Laws) that are applicable to their respective performance obligations under this Agreement. Company acknowledges that it is the Originator under the NACHA Rules with respectto its transactionsandagreesto comply with itsobligationsas an Originator. Company certifies that it has a legitimate business need WFB2210(Rev00-10/19)66 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 179  Packet Pg. 285 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WFB2210(Rev00-10/19) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 180  Packet Pg. 286 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 WFB2210 (Rev 00 - 10/19) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 181  Packet Pg. 287 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 Ed Shikada Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 182  Packet Pg. 288 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 Ed Shikada Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 183  Packet Pg. 289 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 Ed Shikada Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 184  Packet Pg. 290 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Ed Shikada 10/1/2020 Ed Shikada Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 185  Packet Pg. 291 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 10/1/2020 10/1/2020 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 186  Packet Pg. 292 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Commercial Account Signature Card I. Account Title(s) Account #1 CoID Account #2 CoID Title Line 1 (Customer’s full legal name matching Customer’s formation documents and (Customer’s full legal name matching Customer’s formation documents and Optional Account Title Lines (40 characters max per line.)Optional Account Title Lines (40 characters max per line.) Title Line 2 Title Line 2 Title Line 3 Title Line 3 Title Line 4 Title Line 4 (If applicable, enter DBA name on last available title line)(If applicable, enter DBA name on last available title line) II. Regulation GG Certification Customer or any entity for which account(s) will be maintained (f/b/o) engaged in business of internet gambling?Yes No III. Authorized Account Signers #1 Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. Limited Signer Authorized Agent Principal Officer/Key Executive Owner If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: #2 Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. Limited Signer Authorized Agent Principal Officer/Key Executive Owner If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. Limited Signer Authorized Agent Principal Officer/Key Executive Owner If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: Signature Printed Name Position/Title Signer role-Please Select one. If no selection default will be limited signer. Refer to section IV for authority definitions. If principal Officer/Key Executive or Owner are selected, banker must provide CIS customer number: IV. Customer Acknowledgement & Agreement On behalf of the customer, I hereby certify, by my signature below, that each of the individuals designated in Section III above as Commercial Account Signature Card Page 1 of 2 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 187  Packet Pg. 293 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 (a) a "Limited Signer" is authorized, acting alone, to (i) sign checks drawn on the account(s) and (ii) instruct Wells Fargo with respect to stop payment order(s). (b) an "Authorized Agent" is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells Fargo with (c) a "Principal Officer/ Key Executive" is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells (d) an "Owner" is authorized, acting alone, to (i) sign checks drawn on and make cash withdrawals from the accounts(s), (ii) instruct Wells Fargo with respect to Wells Fargo may obtain credit reports or other information about the customer. Wells Fargo may disclose information about each account to its affiliates, to I acknowledge that the customer has received the Wells Fargo Commercial Account Agreement and agrees its terms and conditions, as amended from Printed Name Position/Title Authorized Signature V. Taxpayer Certification Please provide a copy of the most current version of IRS form W-9 or W-8. Tax forms are subject to review and withholding could apply if forms are incomplete or W-9 provided for U.S. Entity Taxpayer Identification Number (TIN) Enter your TIN on the appropriate line below. The TIN provided must belong to the Customer whose full legal name is provided in Section I, Title Line 1 and Social Security Number (SSN)Employer Identification Number W-8 provided for non-U.S. Entity Bank Use Only Banker Name Banker Telephone Banker MAC AU Submitter Name Submitter Phone # © 2019 Wells Fargo Bank, N.A., All rights reserved. Commercial Account Signature Card Page 2 of 2 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 188  Packet Pg. 294 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Authorization Certificate Depository Accounts and Treasury Management Services The undersigned hereby certifies that he or she is the duly appointed authorized representative of (Account holder's complete legal entity/company name), a (description of Account holder's business entity type) ("Customer"), with authority to act on behalf of Customer, and that the following are true and correct resolutions duly adopted by Customer, in The undersigned further certifies that any one of the following named persons, whose signatures are set forth opposite their names (and titles, Name Title (if applicable) Signature or Facsimile 1 Business Phone Business Email Address X X X#1 is individually authorized to, and to designate one or more other Customer officers, agents or employees (each such aforementioned person, Customer is authorized to enter into any other arrangements, agreements and documents with respect to any of Bank's deposit and treasury Customer shall be bound to Bank by, and Bank may rely upon, any communication or act, including telephone communications, purporting to The authority hereby conferred is in addition to that conferred by any other certificate heretofore or hereafter delivered to Bank and shall The undersigned further certify that the activities covered by the foregoing certifications constitute duly authorized activities of Customer; that ___________________________________ 1 Facsimile Signature/Logo. Customer authorizes the use of facsimile signatures/logos in connection with its agreements with and instructions to Bank if the facsimile/logo is provided on this form. Customer agrees its use of the facsimile/logo will be governed by Bank's Commercial Account Agreement. Authorization Certificate - Non-Personal Accounts Page 1 of 2 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 189  Packet Pg. 295 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 or which governs Customer's continued existence limiting the power of the undersigned to make the certifications set forth herein, and that the ACKNOWLEDGED & AGREED TO: By/Signature: Printed Name: (this individual must be a duly appointed representative of the TIN of record) Title (if applicable): Tax Identification Number of Customer: (TIN of the Account holder as assigned by the IRS) Public Funds Customers Only: Unless Customer otherwise specifically instructs Bank in writing, Bank will consider each of the © 2019 Wells Fargo Bank, N.A., All rights reserved. Authorization Certificate - Non-Personal Accounts Page 2 of 2 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 190  Packet Pg. 296 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Government Customer Certification The undersigned certifies that he or she is the authorized representative of the Customer named below Customer Information Full Legal Name with no abbreviations (Must match the governing/organizational document(s) and TIN Registered Physical Business Address Tax Identification Number TIN is shared with another entity?State of Registration Organizational Type (As indicated on the governing/organizational documentation - Must Select One) Government Entity Political Subdivision Government Agency Government Instrumentality (If selected, copy of Government Agency (For Public Colleges/Universities, Key Principal(s) Information The Key Principals and document Signer (below) must represent individuals who serve in the following capacity Individuals with day-to-day or strategic control/management of the customer and responsibility for the (Examples include but are not limited to: Head of the Executive Branch, Director, City Manager/County Manager, or their equivalent(s), Controller/Treasurer, Finance Director, or their equivalent(s), etc.). Legal Name Title/Position Personal Address Date of Birth Acknowledged & Agreed To By/Signer Printed Name Date 593022 (Rev 06 – 10/2018)For Government and Institutional Banking Use Only Page 1 of 1 Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 191  Packet Pg. 297 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Form W-9 Request for Taxpayer Give Form to theIdentification Number and Certification(Rev. October 2018) Department of the Treasury a Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes.certain entities, not individuals; see Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate Exempt payee code (if any) Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) a Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that code (if any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) a (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions.Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid How to get a TIN, later. Social security number –– or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and for guidelines on whose number to enter. Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because Sign Signature of Datea a General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross Future developments. For the latest information about developments www.irs.gov/FormW9. • Form 1099-B (stock or mutual fund sales and certain other • Form 1099-S (proceeds from real estate transactions)Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. • Form 1099-INT (interest earned or paid) Cat. No. 10231X Form W-9 (Rev. 10-2018) Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 192  Packet Pg. 298 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 2Form W-9 (Rev. 10-2018) By signing the filled-out form, you:Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),student will become a resident alien for tax purposes if his or her stay in2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.Note: If you are a U.S. person and a requester gives you a form other Backup WithholdingDefinition of a U.S. person. For federal tax purposes, you are What is backup withholding? Persons making certain payments to youconsidered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN,In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). • In the case of a disregarded entity with a U.S. owner, the U.S. owner • In the case of a grantor trust with a U.S. grantor or other U.S. owner,Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.• In the case of a U.S. trust (other than a grantor trust), the U.S. trust Also see Special rules for partnerships, earlier. Foreign person. If you are a foreign person or the U.S. branch of a What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a Exemption from FATCA reporting code, later, and the Instructions for the Requester of FormNonresident alien who becomes a resident alien. Generally, only a Updating Your Information You must provide updated information to any person to whom you If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemptionfrom U.S. tax on certain types of income, you must attach a statementto Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Civil penalty for false information with respect to withholding. If you Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 193  Packet Pg. 299 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 3Form W-9 (Rev. 10-2018) Criminal penalty for falsifying information. Willfully falsifying IF the entity/person on line 1 is THEN check the box for . . . • Corporation CorporationMisuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.• Individual Individual/sole proprietor or single- Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.• LLC treated as a partnership for Limited liability company and enter If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. the appropriate tax classification. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.• Partnership PartnershipNote: ITIN applicant: Enter your individual name as it was entered on Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting,b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. Exempt payee code.c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Generally, individuals (including sole proprietors) are not exempt from • Except as provided below, corporations are exempt from backup d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. • Corporations are not exempt from backup withholding for payments • Corporations are not exempt from backup withholding with respect toe. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities Line 2 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession If you have a business name, trade name, DBA name, or disregarded Line 3 7—A futures commission merchant registered with the Commodity Futures Trading CommissionCheck the appropriate box on line 3 for the U.S. federal tax 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 12—A middleman known in the investment community as a nominee or 13—A trust exempt from tax under section 664 or described in section Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 194  Packet Pg. 300 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 4Form W-9 (Rev. 10-2018)Page The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting IF the payment is for . . . Interest and dividend payments Broker transactions THEN the payment is exempt Line 5All exempt payees except Enter your address (number, street, and apartment or suite number). Exempt payees 1 through 4 and 6 Line 6 Enter your city, state, and ZIP code.Barter exchange transactions and Exempt payees 1 through 4 Part I. Taxpayer Identification Number (TIN) Payments over $600 required to be Generally, exempt payees Enter your TIN in the appropriate box. If you are a resident alien andreported and direct sales over 1 1 through 52 you do not have and are not eligible to get an SSN, your TIN is your IRS How to get a TINPayments made in settlement of Exempt payees 1 through 4 If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. 1 If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation andreportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Note: See What Name and Number To Give the Requester, later, for How to get a TIN. If you do not have a TIN, apply for one immediately.Exemption from FATCA reporting code. The following codes identify www.SSA.gov. You may also get this form by calling 1-800-772-1213. www.irs.gov/Businesses and www.irs.gov/Forms to view, download, or print Form www.irs.gov/OrderForms to A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)Note: Entering “Applied For” means that you have already applied for aF—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state Caution: A disregarded U.S. entity that has a foreign owner must use Part II. CertificationG—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 To establish to the withholding agent that you are a U.S. person, or I—A common trust fund as defined in section 584(a)For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.L—A trust exempt from tax under section 664 or described in section 4947(a)(1)Signature requirements. Complete the certification as indicated in Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 195  Packet Pg. 301 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 5Form W-9 (Rev. 10-2018) 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. For this type of account:Give name and EIN of: 14. Account with the Department of The public entity 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 15. Grantor trust filing under the Form The trust 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.Regulations section 1.671-4(b)(2)(i)(B)) 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 1 List first and circle the name of the person whose number you furnish. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your 4 List first and circle the name of the trust, estate, or pension trust. (Do Special rules for partnerships, earlier. 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account:Give name and SSN of:Identity theft occurs when someone uses your personal information1. Individual The individual 2. Two or more individuals (joint The actual owner of the account or, if 1 To reduce your risk:3. Two or more U.S. persons Each holder of the account (joint account maintained by an FFI)• Protect your SSN, The minor2 • Ensure your employer is protecting your SSN, and4. Custodial account of a minor The grantor-trustee15. a. The usual revocable savings trust If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.b. So-called trust account that is not The actual owner1 a legal or valid trust under state law If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. 6. Sole proprietorship or disregarded The owner3 7. Grantor trust filing under Optional The grantor* For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an The owner Legal entity4 The corporation 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. 11. Association, club, religious,The organization 12. Partnership or multi-member LLC The partnership The broker or nominee Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 196  Packet Pg. 302 of 660  DocuSign Envelope ID: 88344AA5-5208-4B94-BE72-CB721C5A4721 Page 6Form W-9 (Rev. 10-2018) The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 197  Packet Pg. 303 of 660  Certificate Of Completion Envelope Id: 0BD77910E7CB48F6A150C8FCEF27BA92 Status: Sent Document Pages: 364 Signatures: 0 Envelope Originator: Certificate Pages: 2 AutoNav: Enabled 250 Hamilton Ave EnvelopeId Stamping: Enabled Palo Alto , CA 94301 Record Tracking Status: Original Holder: Josh Martinez Location: DocuSign 9/30/2020 2:08:33 PM Josh.Martinez@CityofPaloAlto.org Security Appliance Status: Connected Pool: StateLocal Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Corby Gordon Uploaded paper with hand Sent: 9/30/2020 4:01:55 PM corby.gordon@wellsfargo.com Security Level: Email, Account Authentication Signature Adoption: Signed on Paper Electronic Record and Signature Disclosure: Not Offered via DocuSign Cassie Coleman Sent: 10/1/2020 6:33:20 AM cassie.coleman@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 198  Packet Pg. 304 of 660  Carbon Copy Events Status Timestamp Josh Martinez Sent: 10/1/2020 6:33:20 AM josh.martinez@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Renee Howard Renee.Howard@CityofPaloAlto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Tarun Narayan tarun.narayan@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Nelly Baumb Nelly.Baumb@CityofPaloAlto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Josh Martinez josh.martinez@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Dale Barton Dale.R.Barton@wellsfargo.com Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/1/2020 6:33:20 AM Payment Events Status Timestamps Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 199  Packet Pg. 305 of 660  Certificate Of Completion Envelope Id: 88344AA552084B94BE72CB721C5A4721 Status: Completed Document Pages: 182 Signatures: 14 Envelope Originator: Certificate Pages: 2 AutoNav: Enabled 250 Hamilton Ave EnvelopeId Stamping: Enabled Palo Alto , CA 94301 Record Tracking Status: Original Holder: Josh Martinez Location: DocuSign 10/1/2020 7:51:12 AM Josh.Martinez@CityofPaloAlto.org Security Appliance Status: Connected Pool: StateLocal Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Cassie Coleman Sent: 10/1/2020 8:14:15 AM cassie.coleman@cityofpaloalto.org Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Sent: 10/1/2020 9:20:03 AM Ed.Shikada@CityofPaloAlto.org Signature Adoption: Pre-selected StyleSecurity Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Josh Martinez Sent: 10/1/2020 11:05:32 AM josh.martinez@cityofpaloalto.org Security Level: Email, Account Authentication Electronic Record and Signature Disclosure: Not Offered via DocuSign Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 200  Packet Pg. 306 of 660  Witness Events Signature Timestamp Notary Events Envelope Summary Events Envelope Sent Hashed/Encrypted 10/1/2020 11:05:32 AM Payment Events Status Timestamps Item 7 Attachment A - Wells Fargo Agreement for Lockbox and Related Services        Item 7: Staff Report Pg. 201  Packet Pg. 307 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: April 7, 2025 Report #:2411-3827 TITLE Approval of Contract Amendment Number 1 to Contract No. S23184191 with 3-GIS, LLC in the Amount of $132,000 for a Total Contract Not-to-Exceed Amount of $375,748, and Approving the Optional Two Year Extension of the Term Through August 14, 2027 to Provide Software Licensing and Technical Support of Services Related to Fiber-to-the-Premises (FTTP); and Authorize a Contingency Amount of $50,000 for Additional Integration Support Services if Needed. CEQA Status: Not a Project. RECOMMENDATION Staff recommends that City Council: 1. Approve and authorize the City Manager or their designee to execute amendment number 1 to Contract No. S23184191 with 3-GIS, LLC (3-GIS) to add new service Orders for technical support services and new 3-GIS software modeling for the fiber-to-the- premises (FTTP) network in the amount of $132,000, and approving the two-year additional extension term through August 14, 2027 for a new total not-to-exceed amount of $375,748 over a total term of five years; and 2. Authorize the City Manager or their designee to approve and execute any change orders to the agreement for additional services that may develop during the contract period through August 14, 2027, not to exceed a total of $50,000. BACKGROUND The City issued an informal solicitation on January 12, 2021 for a fiber management system (FMS). The FMS provides fiber asset management using Geographic Information System (GIS) mapping software to document and manage existing and planned fiber infrastructure, allowing the City to accurately document the location and status of fiber assets within the City. Prior to the solicitation, the City used older systems and physical maps to manage dark fiber records. These legacy tools led to data silos, limited system-wide visibility, and relied on manual Item 8 Item 8 Staff Report        Item 8: Staff Report Pg. 1  Packet Pg. 308 of 660  processes which were insufficient for addressing discrepancies between records and field conditions, resulting in labor-intensive workarounds. ANALYSIS Item 8 Item 8 Staff Report        Item 8: Staff Report Pg. 2  Packet Pg. 309 of 660  support for the FTTP data. As part of the integration support service, 3-GIS will provide a template to import the FTTP data, assist with mapping the City’s data to the template, provide an exception summary report describing the import results in detail, including any records that could not be included and the reasons for their exclusion. The template could be used for future data set migrations as the City builds out FTTP and fiber backbone in phases. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 8 Item 8 Staff Report        Item 8: Staff Report Pg. 3  Packet Pg. 310 of 660  Contract Number S23184191 – Fiber Management System (FMS) 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. 3-GIS On-Premise Master License Agreement [v2.7/211011] Page 1 of 24 Licensed Software and Professional Services Master Agreement Customer Number C-2021-01-02181 This Licensed Software and Professional Services Master Agreement (the “Agreement”) dated as of the Effective Date is by and between City of Palo Alto (“Customer”), a California chartered municipal corporation, having an office at 250 Hamilton Ave, 2nd Floor Palo Alto CA, 94302 and 3-GIS, LLC (“3- GIS”), an Alabama limited liability company, having an office at 350 Market Street NE, Suite C, Decatur, AL 35601 (each a “Party” and collectively the “Parties”) WHEREAS, Customer desires to obtain 3-GIS Licensed Software and related professional services and 3- GIS desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. DESCRIPTION OF SOFTWARE LICENSE AND SERVICES AGREEMENT 3-GIS will make available to Customer certain proprietary Licensed Software, including related proprietary Documentation, and Maintenance, in addition to Services, all as specifically described in individual Orders to this Agreement. Each Order will include a description of the Licensed Software and Services to be provided or performed, any associated Deliverables, and the associated fees. Before 3-GIS will provide any Licensed Software or perform any Services, Customer must execute a corresponding Order. 3-GIS and Customer agree to the incorporation of the following attachments and such additional terms are made a part of this Agreement by reference: 1. General Terms and Conditions; 2. Licensed Software License Terms and Conditions - Attachment A; 3. Addendum for Google Street View Tile Access – Attachment B; 4. Base Maintenance Terms and Conditions – Attachment C; 5. 3-GIS Software Support Plan – Attachment D; and 6. API License Terms and Conditions – Attachment E. II. CUSTOMER AND 3-GIS CONTACTS City of Palo Alto 3-GIS, LLC Darren Numoto Dustin Sutton CIO President 250 Hamilton Ave 350 Market Street NE 2nd Floor Suite C Palo Alto, CA 94302 Decatur, AL 35601 Tel. No. Tel. No. Tel. No. 256-560-0744 Email Email Email dsutton@3-gis.com SIGNATURE PAGE FOLLOWS DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 4  Packet Pg. 311 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 2 of 24 In consideration of the mutual obligations assumed under this Agreement, Customer and 3-GIS agree to the terms and conditions set forth in this Agreement and represent that this Agreement has been executed by each Party’s duly authorized representative. AGREED BY CITY By: By: Name: Name Title: Title: Date: Date: APPROVED AS TO FORM: __________________________ City Attorney or designee DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Dustin Sutton President 8/11/20228/15/2022 Christine Paras Asst. Director Administrative Services Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 5  Packet Pg. 312 of 660  Contract Number S23184191 – Fiber Management System (FMS) 3-GIS CONFIDENTIAL - RESTRICTED ACCESS This document and the confidential information it contains shall be distributed, routed, or made available solely to authorized persons having a need to know within 3-GIS or Customer’s organization, except with written permission of 3-GIS. 3-GIS On-Premise Master License Agreement [v2.7/211011] Page 1 of 24 GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. 1.1 “3-GIS IP” means 3-GIS or 3-GIS Affiliate developed, created, or prepared Intellectual Property, but does not include Customer Data. 1.2 “Affiliate” of a Party means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the majority ownership of voting securities or by contract. 1.3 “Business Day” means a day other than Saturday, Sunday, or 3-GIS’ company holidays. 1.4 “Business Hours” means 8:00 a.m. to 5:00 p.m. US Central time on Business Days. 1.5 “Change” means any modification to the terms of an Order. 1.6 “Change Order” means any document agreed to by both Parties to effectuate a Change. 1.7 “Confidential Information” means information of a Party to this Agreement which is provided or disclosed to the other and is marked as confidential or proprietary. If the information is initially disclosed orally then it must be designated as confidential or proprietary at the time of the initial disclosure or within twenty (20) days after disclosure, the information must be reduced to writing and marked as confidential or proprietary. No information of the disclosing Party will be considered Confidential Information to the extent the information: (a) is in the public domain through no fault of the recipient either before or after disclosure; or (b) is in the possession of the recipient prior to the disclosure, or thereafter is independently developed by recipient’s employees or consultants who have had no prior access to the information; or (c) is rightfully received from a Third Party without breach of any obligation of confidence. 1.8 “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer to 3-GIS. 1.9 “Deliverable” means any written summary of results or any other written data, information, Document Deliverable, Software Deliverable, or other tangible materials provided to Customer and identified as a Deliverable in the Order. 1.10 “Document Deliverable” means any written summary of results or any other written data, information, or materials provided to Customer including data, comments, and conclusions pertaining to the Professional Services performed pursuant to the Order. 1.11 “Documentation” means, for a particular Release of the Licensed Software, 3-GIS’ proprietary materials and written information applicable to such Release, which is generally included with such Release at no additional charge, whether provided as printed material, as a document file, or online. Documentation normally includes, but is not limited to, a user guide and release content letters. For the avoidance of doubt, Documentation does not include any sales or marketing literature or other documentation that is not generally delivered with a Release of the Licensed Software. All Documentation shall be provided in English. 1.12 “Effective Date” means the date and time the last of the executing Parties to the Agreement in fact executes the Agreement. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 6  Packet Pg. 313 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 2 of 24 1.13 “Fixed Price Services” means Services provided for a fixed fee as set forth in the Order. 1.14 “Intellectual Property” means all forms of intellectual property including, but not limited to, patents, trademarks, copyrights, trade secrets, methodologies, logos, techniques, processes, know-how, formulae, algorithms, logic designs, screen displays, schematics, source and object code computer programs or software, documents, mask work rights, design, ideas, product information, inventions and improvements thereto (whether or not patentable), and all works of authorship fixed in any medium of expression (including any form of online, digital, or electronic medium), whether or not copyrightable and whether registered or not. 1.15 “Licensed Software” means the proprietary software of 3-GIS that is in fact licensed to Customer pursuant to the terms of this Agreement, provided in object code form only, along with any Documentation, all associated files, disk, CD-ROMs, or other media on which the Licensed Software is provided, and any modifications, derivatives, adaptations, or customizations thereof or related thereto, whether or not such modifications, derivatives, adaptations, or customizations are provided pursuant to Support Services or otherwise. 1.16 “Malicious Code” means a computer program or piece of code that intentionally corrupts computing systems, software, and/or computer networks, including any so-called “worms” or “viruses”. 1.17 “Named User” means an individual who is an employee or contractor of Customer authorized by Customer to use Licensed Software installed on the Customer’s system, for whom Customer has obtained a license to the Licensed Software, and who has been supplied a unique Named User identification and password. 1.18 “Non-Production Environment” means the computing environment composed of hardware systems and software applications being used only for the Customer’s internal test, training, and development use. 1.19 “Order” means each documented purchase of any item or service referencing this Agreement and executed by authorized representatives of both Parties. 1.20 “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. 1.21 “Professional Services” means the work, services, projects, assignments, or tasks 3-GIS shall perform as specifically set forth in an Order. 1.22 “Service(s)” means Professional Services, and/or Support Services as described in an Order. 1.23 “Software Deliverable” means the instructions for a computer, whether in the form of source code, object code, executable code, firmware, or otherwise and whether tangible or intangible, that is provided to Customer as a result of the performance of the Professional Services. For the avoidance of doubt, neither 3-GIS licensed software products nor the Licensed Software are Software Deliverables. 1.24 “Specification” means the technical and functional requirements for a Service or Deliverable as included in an Order or as otherwise agreed to in writing by the Parties. 1.25 “Third Party” means any Person not a signatory to this Agreement. 1.26 “Third Party Software” means any software that is not 3-GIS IP. 1.27 “Time and Materials Services” means 3-GIS will perform the Professional Services set forth in an Order on a per unit of time basis until the project is either completed or the authorized time is exhausted, whichever comes first. 2. EFFECTIVE DATE. This Agreement is effective on the date this Agreement is signed by both parties (“Effective Date”) and is valid for three (3) years with an option to renew for an additional two (2) years with City Council approval or until the expiration or termination of the Agreement. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 7  Packet Pg. 314 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 3 of 24 3. FEES AND EXPENSES. Customer shall pay 3-GIS (a) License Fees, (b) Maintenance Fees, (c) Support Services Fees, and/or (d) fees for all other Services as applicable in the amounts stated in an Order. The fees for Services may be either a fixed price fee or a time and materials fee based upon the actual time worked and the applicable fee schedule, as indicated in an Order. Customer shall also reimburse 3-GIS for all reasonable expenses incurred in connection with the provision of the Licensed Software or Services, including travel, lodging, meals, and telephone costs. Actual travel time will be charged for services requiring more than three (3) hours of travel each way. 3-GIS reserves the right to limit Services to no more than eight (8) hours within a 24-hour period. 4. BILLING. For license fees and for Fixed Price Services, 3-GIS shall submit invoices to Customer according to the invoicing schedule set forth in the applicable Order or, if no invoicing schedule is provided, upon delivery of the Licensed Software or initiation of the Fixed Price Service. For reimbursable expenses and Services provided under a time-and-materials fee, 3-GIS shall submit monthly invoices to Customer, and Customer shall pay 3-GIS for Services rendered and expenses incurred as set forth on such invoice. 5. PAYMENTS. Payments to 3-GIS must be in United States dollars and paid utilizing one of the following two methods: ACH: Beneficiary Bank: PNC Bank, N.A. 249 Fifth Avenue Pittsburgh, PA 15222 Beneficiary Bank Account Name: 3-GIS LLC Beneficiary Bank Account Number: 3120135878 Routing/ABA Number: 083000108 Beneficiary: 3-GIS, LLC 350 Market St, NE Suite C Decatur, AL 35601 Please send an email to: accounting@3-GIS.com immediately following transfer. OR Mail a check to: 3-GIS, LLC Attention: Accounting Officer 350 Market St NE; Suite C Decatur, AL 35601 Customer shall pay invoiced amounts within thirty (30) days of the date on the invoice. 3-GIS reserves the right to require Customer to secure an irrevocable, standby letter of credit from a bank acceptable to 3-GIS to support payments to 3-GIS for any order placed pursuant to this Agreement at Customer’s sole cost and expense. The letter of credit shall be in an amount as determined by 3-GIS and may not expire prior to one hundred twenty (120) days from its issuance. 6. OVERDUE PAYMENTS. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (i) 3-GIS may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the maximum rate permitted under applicable law; and (ii) if such failure continues for ten (10) or more days following any notice that a payment is overdue, 3-GIS may suspend performance of any service ordered pursuant to this Agreement, including returning any on-site personnel to their usual work locations, until all past due amounts and interest thereon have been paid. The costs and expenses of any ramp-down and any subsequent re-start occasioned by this clause (including travel expenses) shall be fully borne by Customer. 3-GIS shall incur no liability to Customer or any Person as a result of a suspension occasioned by this clause. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 8  Packet Pg. 315 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 4 of 24 7. TAXES. Fees payable under this Agreement are exclusive of taxes. Customer shall pay or reimburse 3- GIS for all transactional taxes (“Transactional Taxes”), including but not limited to value added, income, withholding, sales, or use taxes, customs or import duties, or other transactional assessments or levies imposed by any authority, government or government agency in connection with this Agreement, but excluding any taxes imposed on the net income of 3-GIS. If 3-GIS, its subcontractors, and/or their respective employees are required to pay any Transactional Taxes in connection with this Agreement, the fees under this Agreement shall be correspondingly increased. If, after the effective date of this Agreement, there are changes or developments which may result in an increase in any Transactional Taxes, and/or any new Transactional Taxes are levied upon the transactions contemplated by this Agreement, or if the methods of administering or the rates of any such Transactional Taxes are changed, and such new taxes or modified Transactional Taxes result in an increased potential transactional tax liability for 3-GIS, its subcontractors, and/or their respective employees under this Agreement, the fees under this Agreement shall be correspondingly increased. If Customer fails to pay any fees under this Agreement, or any associated taxes, duties, levies or assessments, Customer shall pay all reasonable expenses incurred by 3- GIS, in collecting these sums, including reasonable attorney’s fees, interest and penalties. Customer shall provide to 3-GIS a summary of all amounts withheld during the year no later than thirty (30) Business Days after December 31 of each year, addressed to: 3-GIS, LLC Attention: Accounting Officer, 3-GIS 350 Market St NE; Suite C Decatur, AL 35601 8. CONFIDENTIALITY/NON-DISCLOSURE 8.1 Use of Confidential Information. Confidential Information disclosed by either Party to the other in connection with the Agreement will be used by the recipient Party only for the performance of this Agreement. 8.2 Disclosure of Confidential Information. Confidential Information disclosed under this Agreement by one Party to the other will be protected by the recipient from further disclosure, publication, and dissemination to the same degree and using the same care and discretion as the recipient applies to protect its own confidential or proprietary information from undesired disclosure, publication and dissemination. Except as set forth in the following paragraph, neither Party will disclose the other’s Confidential Information to any Third Party, other than an Affiliate, without prior written consent from the other Party. If Confidential Information is required by law, regulation, or court order to be disclosed, the recipient must first notify the disclosing Party and permit the disclosing Party to seek an appropriate protective order. The Parties acknowledge Customer is a local agency subject to the requirements of the California Public Records Act. 8.3 Disclosure to Employees and Consultants. Confidential Information disclosed under this Agreement may be disclosed to a receiving Party’s employees (including contract employees) or consultants who participate in the Services if the employees and consultants have been made aware of their responsibilities under this Agreement and the consultants (including contract employees) have signed a statement agreeing to be bound by the terms of this Agreement with respect to confidentiality. 8.4 Misuse of Confidential Information. Either Party’s failure to fulfill the obligations and conditions with respect to any use, disclosure, publication, release, or dissemination of the other Party’s Confidential Information in violation of the terms of this Article entitled “Confidentiality/Non-Disclosure” constitutes a material breach of this Agreement. In that event the aggrieved Party may, at its option and in addition to any other remedies that it may have, terminate this Agreement, its obligations and any rights or licenses granted upon thirty (30) days written notice to the other Party. In addition to any other remedies it may have, the aggrieved Party has the right to demand the immediate return of all copies of Confidential Information provided to the other Party under this Agreement. The Parties recognize that disclosure of DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 9  Packet Pg. 316 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 5 of 24 Confidential Information in violation of this Agreement will result in irreparable harm. Each Party shall have the right to injunctive relief in the event of a disclosure in violation of this Agreement. 9. ASSIGNMENT. Neither this Agreement nor any license, right, or obligation granted under this Agreement shall be assignable or transferable (through insolvency proceedings, by mergers, by operation of law, by purchase or otherwise) by Customer without the prior written consent of 3-GIS. No purported assignment or transfer of this Agreement or of any license, right, or obligation granted under this Agreement shall be effective without such written consent, which shall not be unreasonably withheld. 10. LIMITATION OF LIABILITY. IN NO EVENT WILL 3-GIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF USE OR PRODUCTION, LOSS OF REVENUE, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES EVEN IF 3-GIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCE WILL 3-GIS’ LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT THAT 3-GIS HAS BEEN PAID BY CUSTOMER WITHIN TWO (2) YEARS PRIOR TO THE EVENT, ACTION, OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY OR, IF THERE ARE MULTIPLE EVENTS, ACTIONS, OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY, THE MAXIMUM CUMULATIVE AMOUNT PAID BY CUSTOMER TO 3-GIS UNDER THIS AGREEMENT IN ANY CONSECUTIVE PERIOD OF THREE (3) YEARS, EXCLUDING ONLY (1) CLAIMS FOR MISAPPROPRIATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR NON-COMPLIANCE WITH CONFIDENTIALITY AND PRIVACY-RELATED OBLIGATIONS, (2) ENFORCEMENT OF INDEMNIFICATION OBLIGATIONS, OR (3) WILLFUL MISCONDUCT. 11. INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, defend, and hold harmless 3- GIS, 3-GIS’ Affiliates, and 3-GIS’ employees and agents from any and all third party liability, claims, and or demands and all costs and expenses, including reasonable attorneys’ fees, in connection therewith, for or arising out of claims or lawsuits brought by third parties against 3-GIS, its Affiliates, its employees and agents based on: (i) Customer’s misuse of the Licensed Software, information or Deliverables provided under this Agreement, and or (ii) the possession or use by 3-GIS of any of the information, specifications, or data furnished to 3-GIS by Customer hereunder, which is claimed to constitute an infringement of a patent, copyright, trade secret, or other intellectual property right of any Third Party. 12. PUBLICITY. Except as expressly stated below, neither Party has any right or license to use in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation including any abbreviation, contraction, or simulation of the other without the prior, express, written permission of the other Party. 13. WAIVER. The failure of either Party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either Party to exercise any rights or options under the terms or conditions of this Agreement will not preclude or prejudice the exercising of the same or any other right under this Agreement. 14. FORCE MAJEURE. 14.1 3-GIS shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond 3-GIS’ control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, explosion, earthquake, epidemics, pandemics, or quarantines; (c) war, invasion, hostilities or war-like actions (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, action, or shutdown; (e) laws, actions, embargoes, or blockades in effect after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 10  Packet Pg. 317 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 6 of 24 (h) strikes, labor stoppages or slowdowns, labor shortages, or other industrial disturbances; and (i) shortage of adequate power, communication, or transportation facilities. 14.2 The impact of a Force Majeure Event on a 3-GIS supplier or subcontractor shall be considered to be a Force Majeure Event on 3-GIS. 14.3 In case of a Force Majeure Event, 3-GIS’ performance shall be extended by a reasonable period of time corresponding to the delay caused by the Force Majeure Event. 15. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or any license or service provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Santa Clara, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded in its entirety, and the Parties expressly agree not to be governed by the Uniform Computer Information Transactions Act or similar laws. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 16. DISPUTE RESOLUTION. 16.1 Resolution Protocol. In the event of any controversy, claim, or dispute between the Parties arising under this Agreement that cannot be settled at the project manager level, the Parties shall first attempt to resolve the dispute at the business unit director level. Upon the written request of any Party (each a “Dispute Notice”), the other Party shall, within five (5) Business Days, designate an authorized representative for the purposes of resolving any dispute. If no authorized representative is designated within five (5) Business Days, the authorized representative shall be the Party’s signatory of this Agreement. If the dispute is not resolved at this level within ten (10) Business Days of the written request, the Parties shall attempt to resolve the dispute at the division president or equivalent level, for an additional period of ten (10) Business Days. Prior to the initiation of arbitration, all good faith efforts shall be made by the Parties to resolve all disputes on an informal basis. 16.2 Arbitration. To the extent any controversy, claim, or dispute is not resolved through the process outlined in the previous section and remains unresolved, the Parties may agree that all such unresolved controversies, claims, or disputes or the breach of this Agreement, including questions concerning the scope and applicability of this dispute resolution provision, shall be finally settled by arbitration in Palo Alto, California, pursuant to the rules then applying of the American Arbitration Association and the laws of the State of California. Should the Parties agree to arbitration, the decision or award in writing of the arbitrator shall be binding and conclusive on the Parties to this Agreement and may if necessary be enforced by any court having jurisdiction in the same manner as a judgement in such court. The Parties undertake and agree that all arbitral proceedings conducted under this section shall be kept strictly confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings. 16.3 Injunctive Relief. Notwithstanding the foregoing, either Party may, before or during the exercise of the dispute resolution procedures set forth above, apply to a court identified in the section entitled “Governing Law and Jurisdiction” for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the dispute resolution procedures. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 11  Packet Pg. 318 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 7 of 24 16.4 Continued Performance. Compliance with this article entitled “Dispute Resolution” shall not relieve either Party from compliance with any other obligation set out in this Agreement. Unless otherwise provided in this Agreement or except where clearly prevented by the issue in dispute, the Parties agree to continue performing their respective obligations under this Agreement during dispute resolution proceedings. 17. COMPLIANCE WITH LAWS. Customer agrees to comply with all applicable laws and is responsible, at its sole cost and expense, for obtaining any and all governmental licenses, permits, authorizations, passes and approvals that may be required in connection with this Agreement. 18. CUSTOMER’S REEXPORT OBLIGATIONS. 18.1 Customer acknowledges that any services, commodities, software, and/or technical data provided under this Agreement shall be subject to the Export Administration Regulations (the “EAR”) administered by the United States Commerce Department, and that any export or reexport thereof must be in compliance with the EAR. Any technology provided by 3-GIS that is controlled for export purposes, may require prior approval by the appropriate U.S. Government agency. Should this technology provided by 3-GIS be export controlled, Customer will be bound by U.S. export statutes and regulations and shall comply with all export control requirements. Customer agrees that it shall not export or reexport, directly or indirectly, either during the term of this Agreement or after its expiration, any commodities, software and/or technical data (or direct products thereof) provided under this Agreement in any form to any person, entity, or location in violation of the EAR, or to destinations that are otherwise controlled or embargoed under United States law. 18.2 This Agreement is subject to the receipt of any approvals and/or consents required by applicable government agencies and authorities as may be required for the consummation of the transactions contemplated by this Agreement. 3-GIS shall have no liability to Customer for failure to deliver any deliverable or service under this Agreement as a result of the refusal of any governmental agency to issue any necessary approvals and consents for the delivery or performance of any such product, software, Deliverable or Service. 18.3 Customer is responsible for complying with any applicable laws in the jurisdiction(s) where Customer is located and where Customer is using the Licensed Software, including but not limited to data security, privacy, and export and import laws. 19. TERMINATION FOR CAUSE. 3-GIS shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately upon written notice to Customer, if Customer: (a) is in material or persistent breach of any of its obligations under this Agreement and either the breach is incapable of remedy or Customer has failed to remedy such breach within thirty (30) days after receiving written notice requiring it to remedy such breach; or (b) (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 20. SURVIVAL. The terms and conditions of this Agreement regarding confidentiality, payment, warranties, liability, dispute resolution, export laws, the terms of any license grant, as well as any other terms of this Agreement that by their sense and context are intended to survive the execution, delivery, performance, termination, or expiration of this Agreement shall survive and remain in effect after expiration DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 12  Packet Pg. 319 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 8 of 24 or termination of the Agreement, and shall apply to any permitted successors and assigns. Upon termination of the Agreement, the provisions of the Agreement, including those in the preceding sentence, which by their express terms survive termination, shall remain in full force and effect. 21. SEVERABILITY. If any provision of this Agreement or is void, voidable, unenforceable, or illegal in its terms, but would not be so if it were rewritten to eliminate such terms that were found to be voidable, unenforceable, or illegal and such rewrite would not affect the intent of the provision, then the provision must be rewritten to be enforceable and legal. 22. HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 23. ENGLISH LANGUAGE. Unless otherwise explicitly stated in an Order, 3-GIS shall provide all Services, materials, and Documentation in the English language. 24. ORDER OF PRECEDENCE. The terms of this Agreement shall be considered incorporated into each Order executed pursuant to the terms of this Agreement. In the event of any conflict or inconsistency among documents related to this Agreement, the following order of precedence shall be used to determine the resolution of the discrepancy, unless both Parties mutually agree in writing to an alternative decision. The order of precedence for between documents shall be as follows, from highest precedence to lowest precedence: a) An Order, as amended or modified by a Change Order (however, no Order shall be considered an amendment to this Agreement); b) Any amendments to this Agreement; c) Any exhibits or attachments to the Agreement; and d) The General Terms and Conditions of the Agreement. 25. NOTICES. Any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that a Party may designate from time to time upon notice to the other Party): Notices sent in accordance with this Article 25 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) when received if sent by certified or registered US Mail, return receipt requested and postage prepaid. 26. INTERPRETATION. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 13  Packet Pg. 320 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 9 of 24 a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Agreement supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used to in any way modify the expressed understandings of this Agreement. Any future representations, promises and verbal agreements related to the products, product features, future product enhancements, product functionality, or services covered by this Agreement will be of no force or effect unless reduced in writing and made a part of this Agreement. This Agreement may not be amended or modified unless so done in writing signed by authorized representatives of both Parties. Any and all amendments to this Agreement shall specifically reference the fact the amendment is intended to alter the terms and conditions set forth herein. No Change Order or Specification shall affect the terms and conditions set forth herein. All terms and conditions printed on a Customer’s PO are void, even if issued subsequent to the effective date of this Agreement, and no term or condition printed on a Customer’s PO shall be deemed to constitute a change to this Agreement or impose a term or condition on 3-GIS, its Affiliates, or any other Person. END OF GENERAL TERMS AND CONDITIONS REMAINDER OF PAGE IS LEFT BLANK INTENTIONALLY DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 14  Packet Pg. 321 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 10 of 24 ATTACHMENT A - LICENSED SOFTWARE TERMS AND CONDITIONS The additional terms and conditions set forth in this Attachment A and the General Terms and Conditions of the Agreement shall govern the licensing and use of 3-GIS Licensed Software as described in an Order. 1. DEFINITIONS. 1.1 “Authorization Code(s)” means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. 1.2 “Backup License” means a type of license that is installed in a cold standby environment intended to support a manual switchover of the Licensed Software product in the event of failure of the Production License environment. Each Backup License requires a corresponding Production License and the duration of the Backup License shall not exceed the term of the applicable Production License. 1.3 “Concurrent License” means a license that permits execution of the Licensed Software on any computer on the network. The number of simultaneous/concurrent users may be controlled by a License Manager to access and use the Software, Data, or Documentation 1.4 “Non-Production License” means a software license type that is installable and useable only in a Non Production Environment. 1.5 “Production License” means the license(s) of the Licensed Software product provided to Customer for general production use as authorized by the Agreement. 1.6 “Release” means a particular, numbered version of the Licensed Software. 1.7 “Documentation” means, for a particular Release of the Licensed Software, 3-GIS’ proprietary materials and written information applicable to such Release, which is generally included with such Release at no additional charge, whether provided as printed material, as a document file, or online. 2. TITLE TO LICENSED SOFTWARE. 2.1 The Licensed Software and Documentation are licensed, not sold, to Customer by 3-GIS and Customer does not have under or in connection with this Agreement any ownership interest in the Licensed Software or Documentation. Title, copyright, and all other ownership rights to the intellectual property in the Licensed Software and Documentation, including any modifications or customization thereof made hereunder, remains in 3-GIS. Title to Third Party Software remains with the licensor of such Third-Party Software. 3. SYSTEM REQUIREMENTS. The Technical Operating Environment (“TOE”) means the hardware and software that is necessary for the proper operation of the Licensed Software, as stated in the current Documentation. Customer is responsible for licensing, procuring, installing, and maintaining the required TOE. 4. LICENSE GRANT. 4.1 Customer is hereby granted a personal, limited duration, nontransferable, and nonexclusive license to use the Licensed Software solely in conjunction with the license duration and the number of Named Users stated in an Order and solely for Customer’s internal business purposes. Additionally, Customer is granted a concurrent personal, nonexclusive, and nontransferable right to use the Documentation solely for Customer’s internal business purposes only for the license duration set forth in the Order. 5. LICENSE RESTRICTIONS. The Licensed Software and Documentation are subject to the following license restrictions: (a) Customer may make one (1) archival or backup copy of the Licensed Software only for the license duration set forth in the Order. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 15  Packet Pg. 322 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 11 of 24 (b) Customer may make copies of the Documentation solely for its internal use only for the license duration set forth in the Order. (c) Customer shall not remove or obscure any copyright, trademark notice or restrictive legend on the Licensed Software or Documentation. Customer shall reproduce such notices and legends on any copy of the Licensed Software or Documentation which Customer makes pursuant to the terms of this Agreement. (d) No additional title or rights are transferred or implied, although a licensed right to use is granted. (e) Except as may be explicitly agreed in any contract between 3-GIS and Customer, 3-GIS reserves the right, in any way and without notice, to revise, not revise, update, or modify the Licensed Software, or the information upon which the Licensed Software was based, and assumes no responsibility for: (i) protecting the Licensed Software against obsolescence, (ii) providing any additional functionality in the Licensed Software, (iii) maintaining the Licensed Software, or (iv) providing other services with respect to the Licensed Software. (f) Customer shall not: (i) sell, distribute, assign, transfer, lend, or lease the Licensed Software; or (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) use the Licensed Software in any manner that exceeds the usage limits or license duration as stated in an Order; (iv) make the Licensed Software available to anyone other than Named Users; (v) distribute Authorization Codes to any Third Party; (vi) make any attempt to circumvent the technological measure(s) that control access to the Licensed Software; (vii) use the Licensed Software to store or transmit infringing, libelous, tortious, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy or intellectual property rights; (viii) unbundle or independently use individual component parts of a bundled Licensed Software solution; (ix) store or transmit Malicious Code; (x) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof; or (xi) access the Licensed Software to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, interfaces, or graphics, (3) copy any ideas, features, functions, interfaces, or graphics of the Licensed Software or (4) determine whether the Licensed Software is within the scope of any patent. (g) Licensed Software is subject to usage limits. Unless otherwise explicitly stated in an Order: (i) a quantity in an Order refers to Named Users, and the Licensed Software may not be accessed by more than that number of Named Users, (ii) a Named User’s user name, password, or any other Named User login credential may not be shared with any other individual, (iii) except as set forth in an Order, a Named User identification may only be reassigned to a new individual replacing one who will no longer use the Licensed Software, and (iv) Customer may not add a Third Party as Named User, other than a Third Party included within the definition of Named Users and subject to the terms of use applicable to the Licensed Software. If Customer exceeds a contractual usage limit, 3-GIS may work with Customer to seek to reduce Customer usage so that it conforms to that limit. If, notwithstanding 3-GIS efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute a Change Order for additional quantities of the applicable Licensed Software promptly upon 3-GIS delivery of the same. 6. INDEMNIFICATION BY 3-GIS. 6.1 3-GIS shall defend so much of any Third-Party claim, action, or suit brought against Customer to the extent that such claim, action or suit alleges that the Licensed Software, or the use or possession of the Licensed Software, infringes or violates any existing United States patent or United States copyright. 3- GIS shall pay, indemnify, and hold Customer harmless (up to the total of the license fees received by 3- GIS under this License Agreement) from and against any and all settlements agreed to by 3-GIS or final judgments which are attributable to such claims, including costs, damages and reasonable attorney’s fees DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 16  Packet Pg. 323 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 12 of 24 as finally awarded or agreed to in such settlements, provided, however, Customer notifies 3-GIS promptly, in writing, of such claim and grants 3-GIS sole control of the defense and all negotiations for settlement or compromise of such claim. 6.2 In the event an injunction is obtained against Customer’s use of the Licensed Software, or, in 3-GIS’ opinion, it appears likely that such an injunction will be obtained, 3-GIS shall, at its option: (i) secure Customer’s right to continue using such Licensed Software, (ii) replace or modify such Licensed Software to make it noninfringing, without altering its capabilities and functioning in the computer in which it was installed, or, if neither option (i) nor (ii) is commercially reasonable, then (iii) terminate/cancel Customer’s licenses and rights and refund Customer an amount representing the value of the unused portion of the license for the Licensed Software. The value of such unused portion of the license shall be a pro rata portion of the license fees actually paid by Customer to 3-GIS under this License Agreement and shall be determined by depreciating such fees over five years beginning with the initial delivery of the Licensed Software. Such license fees shall not include any fees for services or Maintenance. 6.3 The defense, indemnification, and other obligations of 3-GIS pursuant to this Article entitled “Indemnification By 3-GIS” do not apply to the extent that: (i) Customer modifies the Licensed Software and such modification causes such infringement; (ii) Customer uses the Licensed Software in a manner not permitted or contemplated under this Agreement and such use causes the alleged infringement; (iii) Customer is violating the license terms applicable to the Licensed Software; or (iv) the alleged infringement arises from events or circumstances outside of 3-GIS’ commercially reasonable control (including any third-party hardware, data, or software). 6.4 3-GIS shall have no liability of any kind to Customer with respect to intellectual property infringement in connection with Third Party software or intellectual property provided to Customer pursuant to this Agreement. 6.5 This article entitled “Indemnification By 3-GIS” sets forth 3-GIS’ entire liability with respect to intellectual property infringement. 7. LIMITED WARRANTIES AND DISCLAIMER OF WARRANTIES 7.1 Licensed Software Warranties. 7.1.1 3-GIS warrants that the first instance of a Licensed Software product delivered to Customer will operate in substantial conformance with the Documentation for ninety (90) days after delivery or installation by 3-GIS. If a breach of the foregoing warranty occurs, Customer’s sole and exclusive remedy shall be, at 3-GIS’ option, (a) replacement of the nonconforming Licensed Software within a commercially reasonable time, or (b) treatment of the Defect in accordance with the procedures set forth in Attachment C, provided Customer notifies 3-GIS in writing of the non-conformance within ninety (90) days of the date of shipment. The foregoing warranty is void if the Licensed Software has been modified by other than 3- GIS or its Affiliates and such modification causes or contributes to the nonconformance. 7.1.2 3-GIS warrants that the media for the Licensed Software as delivered to Customer is free from defects in materials and workmanship. If a breach of the foregoing warranty occurs, Customer’s sole and exclusive remedy and 3-GIS’ sole and exclusive obligation will be to replace the media for the Licensed Software within a commercially reasonable time and without charge to Customer, provided Customer notifies 3-GIS in writing of the defect in the media within thirty (30) days of the date of shipment. 7.2 Third Party Software. THIRD PARTY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, OPEN SOURCE SOFTWARE, IS PROVIDED ON AN “AS IS” BASIS. 8. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES AND, IF APPLICABLE, THE SERVICES WARRANTY SET FORTH IN ATTACHMENT D BELOW, ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 17  Packet Pg. 324 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 13 of 24 INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF 3-GIS HAS BEEN AWARE OF SUCH PURPOSE, AND, THE WARRANTY AGAINST INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. 9. TERMINATION/CANCELLATION. 9.1 If either Party defaults in any material obligation in this Agreement ("Default"), including Licensee's failure to pay non-disputed fees, the non-defaulting Party shall give written notice of such default. If the Party in default has not cured the default to the reasonable satisfaction of the non-defaulting Party within thirty (30) days of receipt of the notice (or such other time agreed to in writing by the Parties), the non- defaulting Party may terminate this Agreement. 9.2 Upon termination/cancellation of the license and rights granted hereunder, Customer shall cease using the Licensed Software and destroy or return all Licensed Software furnished hereunder, including any copies, and certify such destruction or return in writing to 3-GIS. Such termination/cancellation shall not affect any obligations of Customer incurred prior to such termination/cancellation, nor shall 3-GIS have any obligation to refund any monies paid to it hereunder. The termination/cancellation rights of 3-GIS provided herein are in addition to all other rights and remedies available to 3-GIS. Upon any such termination/cancellation, any 3-GIS obligation hereunder shall terminate/cancel automatically. 9.3 Termination Services. Notwithstanding the preceding paragraph, upon the termination of this Agreement for any reason, 3-GIS may provide to Customer, at 3-GIS's standard professional rates, reasonable termination assistance as may be requested by Customer. If Customer elects to engage a third- party to provide related or substitute services or software after termination if this Agreement, then Customer shall include in its contract with such third party that such third party shall execute a confidentiality agreement reasonably acceptable to 3-GIS to protect 3-GIS's proprietary and confidential information. 10. THIRD PARTY BENEFICIARY. Owners of any Third-Party Software embedded into the Licensed Software or bundled with a Licensed Software solution are third party beneficiaries of this Agreement. 11. THIRD PARTY COMPONENTS. In the event the Oracle JDBC Driver is included in the Licensed Software solution, Customer shall not redistribute the Oracle JDBC Driver or its documentation. END OF SOFTWARE LICENSING TERMS AND CONDITIONS DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 18  Packet Pg. 325 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 14 of 24 ATTACHMENT B - ADDENDUM FOR GOOGLE STREET VIEW TILE ACCESS Only in the event that Customer orders Google Street View licensed tile access as indicated in an Order, the following additional terms and conditions apply to Customer’s Licensed Tile Access (as such term is defined below). 1. LICENSE GRANT. 1.1 In accordance with the Customer’s order as set forth in an Order, and upon payment of the associated fee set forth in an Order, Customer is hereby granted a personal, limited duration, nontransferable, and nonexclusive license to access Google Street View Tiles exclusively through the 3-GIS Web application (“Licensed Tile Access”). 2. DURATION OF THE LICENSE. The fixed duration of the Licensed Tile Access runs concurrently with the fixed license duration of for Google Street View Tiles as set forth in the applicable Order. 3. TITLE. Title to the Google Maps Tile API Service and the Google Street View Tiles remains at all times with Google. 4. SPECIAL TERMS AND CONDITIONS. Notwithstanding anything in the Agreement to the contrary: 4.1 The following terms and conditions applicable to Licensed Tile Access, Google Maps, Google Street View, and Google Earth (each a “Google Service” and collectively the “Google Services”) are incorporated by reference as if they were fully set out herein, and are listed in order of precedence if there is a conflict between such terms: (i) the Google Services’ Acceptable Use Policy at https://cloud.google.com/maps- platform/terms/other/universal-aup/; (ii) the Google Services’ Legal Notices at https://maps.google.com/help/legalnotices_maps/; and (iii) the Google Services’ Additional Terms of Service at https://maps.google.com/help/terms_maps.html. Customer shall use the Google Services in a manner that is consistent with these above-referenced terms and conditions and shall compel all of its users to do the same. 4.2 Use of Licensed Tile Access shall be limited strictly to obtaining access of Google Services through the 3-GIS Web application. 4.3 The base fee for the Licensed Tile Access is set forth in an Order. Google and Street View are the registered trademarks of Google LLC. ©2018 Google LLC All rights reserved. END OF ADDENDUM FOR GOOGLE STREET VIEW TILE ACCESS DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 19  Packet Pg. 326 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 15 of 24 ATTACHMENT C – BASE MAINTENANCE TERMS AND CONDITIONS The following are 3-GIS’ additional terms and conditions for Base Maintenance. Customer purchases the Base Maintenance defined herein for the fee specified in an Order. Base Maintenance is defined as and limited to the following services: (1) correction of material Defects in accordance with this Attachment C and (2) providing Base Maintenance Releases. Under Base Maintenance, and strictly with regard to the Licensed Software, Customer is entitled to the services set forth hereunder. 1. DEFINITIONS 1.1 “Acknowledgment” or “Acknowledge” means a response to Customer by an employee of 3-GIS that he or she is gathering Problem Determination information in response to a Problem reported by Customer. 1.2 “Base Maintenance Period” means a period beginning at the conclusion of the Warranty Period or the conclusion of the previous Base Maintenance Period for Base Maintenance renewals and continuing for the period set forth in an Order of this Agreement or, if no period is set forth, for one calendar year. 1.3 “Base Maintenance Releases” means new or supplemental releases of the Licensed Software that are provided at no additional charge to purchasers of Base Maintenance and which include only limited additional functionality and/or contain corrections to the License Software provided as part of Base Maintenance. Base Maintenance Releases are not Enhancement Releases. 3-GIS and its licensors have sole discretion in determining whether a Release is an Enhancement Release or a Base Maintenance Release and the schedule for and content of any such release. 1.4 “Defect” means a condition in the Licensed Software that causes the Licensed Software to substantially fail to conform to Documentation in effect on the date of delivery of the Licensed Software. An error in the Documentation is not a Defect of the License Software. If the Documentation is determined to be in error, it will be corrected and provided to the Customer. 1.5 “Documentation” shall have the meaning set forth in Attachment A, “Licensed Software Terms and Conditions.” 1.6 “Enhancement Release” means a release of the Licensed Software that includes new features or functionality beyond that provided in the release of the 3-GIS Licensed Software product initially delivered to Customer pursuant to an Order. 3-GIS and its licensors have sole discretion in determining whether a release is an Enhancement Release or a Base Maintenance Release. Enhancement Releases and maintenance for such Enhancement Releases are not included in Base Maintenance but may be licensed separately for an additional fee. 1.7 “Problem” means a condition reported by Customer to 3-GIS or identified by 3-GIS in which the Licensed Software appears to not be functioning in substantial conformance with the Documentation. 1.8 “Problem Determination” means 3-GIS’ isolation of a Problem as either (a) a Defect or (b) a problem of another nature which has adversely affected the performance of the Licensed Software, (e.g., operational errors, database, hardware, or firmware issues, interfacing products, Third Party Software, etc.). 1.9 “Severity 1 Problem” means the Licensed Software is completely inoperable. 1.10 “Severity 2 Problem” means the Licensed Software is usable, but an essential component of the Licensed Software is inoperable or malfunctioning. 1.11 “Severity 3 Problem” means the Licensed Software is usable, but a nonessential component is inoperable or malfunctioning. 2. PROBLEM REPORTING INFORMATION. 2.1 Reporting Information. Customer is responsible for reporting all Problems through JIRA (support ticket system) and providing the following information in the Problem report: DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 20  Packet Pg. 327 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 16 of 24 a) Reporter’s name, location, and company; b) call-back telephone number (with voicemail, if available); c) Licensed Software name and release level; d) processor location and type; e) nature of the situation; f) assessment of Severity level as described above; g) description/history of the Problem and Customer’s efforts to resolve it (if any); h) Software access and diagnostic reports (if applicable); and i) any other information reasonably required by 3-GIS to diagnose the Problem. 2.2 Problem Identification. Prior to reporting Customer shall: a) identify the Problem and the part(s) of the Licensed Software believed to be the source of the Problem b) determine that all known corrections or workarounds provided through Customer Services Bulletins or contained in prior Base Maintenance Releases which pertain to the Problem have been applied; and c) collect necessary and available supporting documentation for use by 3-GIS in diagnosing the Problem. 2.3 Problem Diagnosis Coordination. If Customer reports a Problem, Customer will be responsible for providing necessary materials (e.g., remote dial-in access, database access, printouts) required by 3-GIS to diagnose the Problem in an efficient manner. 2.4 Acknowledgement of Severity Level. 3-GIS will respond to the Customer to Acknowledge the severity level of the Problem within the time frames set forth below. After investigation, 3-GIS may change the severity level for that Problem. After Acknowledgement, 3-GIS will make a Problem Determination. If 3- GIS determines that the Problem is not a Defect, 3-GIS will inform Customer that the Problem is outside the scope of Base Maintenance. 3-GIS will then inform Customer that any further services related to the Problem, if offered and provided by 3-GIS, shall be charged at 3-GIS’ then current rates for time and materials services. 2.5 Severity 1 Problem (i) 3-GIS will Acknowledge a Severity 1 Problem within one (1) Business Day, on average. (ii) If 3-GIS makes a Problem Determination that the Severity 1 Problem is due to a Defect, 3-GIS will use commercially reasonable efforts to electronically or telephonically provide or communicate a correction or workaround for the Defect within 3 Business Days, on average, of such Problem Determination. Customer must have knowledgeable staff available to aid in the investigation and must apply the Licensed Software correction or workaround as soon as it is provided by 3-GIS. 2.6 Severity 2 Problem (i) 3-GIS will Acknowledge this level Problem within two (2) Business Days on average. (ii) If 3-GIS makes a Problem Determination that the Severity 2 Problem is due to a Defect, 3-GIS will use commercially reasonable efforts to electronically provide a correction or workaround for the Defect within 10 Business Days, on average, of such Problem Determination or provide Customer with written notice within that time that the effort will require further research, resources, or analysis. Customer must have knowledgeable staff available to aid in the investigation and must apply an agreed upon Licensed Software correction or workaround as soon as it is provided by 3-GIS. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 21  Packet Pg. 328 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 17 of 24 2.7 Severity 3 Problem (i) 3-GIS will Acknowledge this level Problem within three (3) Business Days on average. (ii) If 3-GIS makes a Problem Determination that the Severity 3 Problem is due to a Defect, 3-GIS will evaluate the Defect for possible inclusion of a correction or workaround in a future Base Maintenance Release. 2.8 All Base Maintenance-related communications will be conducted in English. 3. THIRD PARTY SOFTWARE MAINTENANCE In the event that 3-GIS determines that a Problem is caused by Third Party Software bundled or embedded in the Licensed Software, as Customer’s sole and exclusive remedy 3-GIS will report such Problem to the licensor of such Third Party Software and supply Customer with any corrections or workarounds that such licensor provides to 3-GIS. Notwithstanding anything else in this Agreement, if a licensor of 3-GIS does not provide support to 3-GIS for the Third-Party Software for any reason, 3-GIS shall have the option to terminate Base Maintenance. In such event, 3-GIS shall refund Customer an amount representing the value of the unused portion of the Base Maintenance. Such value shall be a pro rata portion of the Base Maintenance fees actually paid by Customer to 3-GIS under this Base Maintenance Agreement and shall be determined by depreciating such fees on a monthly basis over the Base Maintenance Period. 4. INSTALLATION AND SUPPORT OF BASE MAINTENANCE RELEASES. Customer is responsible for installing all Base Maintenance Releases within three (3) months of the issuance date of such release of the Licensed Software. 3-GIS will discontinue support for prior Base Maintenance Releases three (3) months after the issuance date of the current Base Maintenance Release. 5. MODIFICATION OF LICENSED SOFTWARE. If Customer modifies the Licensed Software outside the prescribed methods outlined in the Documentation, 3-GIS will not continue to provide Base Maintenance for the Licensed Software. END OF BASE MAINTENANCE TERMS AND CONDITIONS DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 22  Packet Pg. 329 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 18 of 24 ATTACHMENT D – 3-GIS SOFTWARE SUPPORT PLAN The additional terms and conditions set forth in this Attachment E, together with Attachment D, and the General Terms and Conditions of the Agreement shall govern the provision of the 3-GIS Software Support Plan Services (“Support Services”) as described herein. 3-GIS will provide Support Services up to the number of contracted hours in support of Customer’s 3-GIS software solution for the one-year period commencing as set out in the applicable Order (the “Support Services Commencement Date”). Capitalized terms not otherwise defined in this Attachment shall have the meaning assigned to them elsewhere in the Agreement. 1. SUPPORT SERVICES 1.1 3-GIS’ Call Center can be reached directly at +1 256-560-0744 and is available during Business Hours. All Call Center communications will be conducted in English. 1.2 Customer may choose to use the hours provided for Support Services to seek 3-GIS’ assistance with upgrades on major releases. Such assistance shall be comprised of 3-GIS consultation services covering the following topics: ● Backups of data and 3-GIS products ● Uninstall of existing products ● Install of new products ● Configuration changes needed to support the version ● Data schema changes needed to support the version ● Republishing and applying of the Sever Object Extension file ● Base Testing after upgrade 1.3 Customer may also use Support Services for a wide range of additional tasks that will assist in its administration of a 3-GIS software solution. 3-GIS will not complete these tasks for the Customer but will provide a supportive level of assistance to the Customer associated with the types of requests in Table 1, below. 2. EXCLUSIONS 2.1 The following services are not included as part of Support Services: ● Investigation of network issues ● Certificate changes or investigation ● Operating systems ● Esri upgrades, licensing, service packs, or installs ● Database maintenance, troubleshooting, and administration tasks ● Data scrubbing, clean-up, or correction ● Integration with other systems or software ● System configuration changes not essential for an upgrade ● Unsupported or undocumented system configuration changes ● Data Conversion work outside of Drag and Drop tool ● Esri tools not incorporated into 3-GIS’ software ● User and access changes DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 23  Packet Pg. 330 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 19 of 24 ● Jasper reports ● Automated design support or requests 3. ADDITIONAL TERMS 3.1 Support Services are provided on an annual basis commencing with the Support Services Commencement Date. 3.2 Unused support hours at the end of the annual term shall be deemed consumed at the end of the annual term and no credit or refund shall be provided. 3.3 Support Services will automatically renew for annual terms on the anniversary of the Support Services Commencement Date unless Customer provides written notice to cancel the renewal in advance of the effective renewal date. TABLE 1 - 3-GIS SOFTWARE SUPPORT PLAN MATRIX Support Plan Tier Level 1 Level 2 Level 3 Billing Frequency Annual Annual Annual Maximum Annual Support Hours 20 60 120 $175 $150 $150 0 1 2 Access to the 3-GIS Support Hotline Yes Yes Yes support (includes: Add Features; MXD Yes Yes Yes END OF 3-GIS SOFTWARE SUPPORT PLAN DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 24  Packet Pg. 331 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 20 of 24 ATTACHMENT E - API LICENSE TERMS AND CONDITIONS This API License Attachment (“Attachment”) to that certain Licensed Software and Professional Services Master Agreement sets forth the additional terms and conditions which, along with the terms and conditions set forth in the Agreement, shall govern the licensing and use of the 3-GIS API. 1. Definitions. (a) “API” means the application programming interface and any API Documentation or other API materials made available to Customer by 3-GIS. (b) “API Documentation” means the API documentation made available to Customer by 3-GIS from time to time. (c) “API Key” means the security key 3-GIS makes available for Customer to access the API. (d) “3-GIS Products” means the Licensed Software as such term is defined in the Agreement. (e) “Customer Applications” means any software, firmware, or hardware Customer causes to interact with the API. 2. License Grant. Subject to and conditioned on its compliance with all terms and conditions set forth in this Attachment, 3-GIS hereby grants Customer a limited, revocable, non-exclusive, non- transferable, non-sublicensable license during the term and for the usage tier set forth in the applicable API Order to: (a) use the API solely for its internal business purposes solely in conjunction with the 3-GIS Products. Customer acknowledges that there are no implied licenses granted under this Attachment. 3-GIS reserves all rights that are not expressly granted. Customer may not use the API for any other purpose without its prior written consent. Customer must obtain an API Key from 3-GIS’ support team. Customer may not share its API Key with any third party, must keep its API Key and all log-in information secure, and must use the API Key as its sole means of accessing the API. 3. Use Restrictions. In addition to all usage restrictions set forth in the Agreement, except as expressly authorized under this Attachment, Customer may not: (a) copy, modify, or create derivative works of the API, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (d) remove any proprietary notices from the API or API Key; or (e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Customer will comply with all terms and conditions of this Attachment, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be included in the Documentation from time to time. 4. Customer Applications. Customer agrees to monitor the use of the API for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Attachment or the Agreement. As between Customer and 3-GIS, Customer is responsible for all acts and omissions of its end users in connection with Customer Application and their use of the API, if any. Customer agrees that DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 25  Packet Pg. 332 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 21 of 24 Customer is solely responsible for posting any privacy notices and obtaining any consents from its end users required under applicable laws, rules, and regulations for their use of Customer Applications. 5. No Support Services; Updates. This Attachment does not entitle Customer to any Support Services for the API. Customer acknowledge that 3-GIS may update or modify the API from time to time and at its sole discretion (in each instance, an “Update”), and may require Customer to obtain and use the most recent version of the API. Updates may adversely affect how Customer Applications communicate with the 3-GIS Products. Customer is required to make any changes to Customer Applications that are required for integration as a result of such Update at its sole cost and expense. Customer continued use of the API following an Update constitutes binding acceptance of the Update. 6. Intellectual Property Ownership; Feedback. Customer acknowledges that 3-GIS and/or its licensors own all right, title, and interest, including all intellectual property rights, in and to the API and the 3-GIS. Customer will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer will promptly notify 3-GIS if Customer becomes aware of any infringement of any intellectual property rights in the API. If Customer or any of its employees, contractors, and agents sends or transmits any communications or materials to 3-GIS by mail, email, telephone, trouble ticket, or otherwise, suggesting or recommending changes to the API and/or the 3-GIS Products, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. Customer hereby assign to 3-GIS on its behalf, and on behalf of its employees, contractors, and agents, all right, title, and interest in, and 3-GIS is free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although 3-GIS is not required to use any Feedback. 7. Disclaimer of Warranties. Notwithstanding anything in the Agreement or this Attachment to the contrary, THE API IS PROVIDED “AS IS” AND 3-GIS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. 3-GIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 3-GIS MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY THIRD PARTY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY CUSTOMER APPLICATIONS, SYSTEM, OR OTHER SERVICES, OR ANY THIRD PARTY’S SOFTWARE, HARDWARE, FIRMWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 8. Indemnification. Customer agrees to indemnify, defend, and hold harmless 3-GIS and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) its (or its officers, directors, employees, agents, affiliates) use or misuse of the API, (b) its breach of this Attachment, and (c) Customer Applications. In the event 3-GIS seek indemnification or defense from Customer under this provision, 3-GIS will promptly notify Customer in writing of the claim(s) brought against 3-GIS for which 3-GIS seek indemnification or defense. 3-GIS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by 3-GIS or bind 3-GIS in any manner, without its prior written consent. In the event 3-GIS assume control of the defense of such claim, 3-GIS will not settle any such claim requiring payment from Customer without its prior written approval. DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 26  Packet Pg. 333 of 660  3-GIS CONFIDENTIAL - RESTRICTED ACCESS Page 22 of 24 9. Limitations of Liability. SOLELY AS IT RELATES TO OR ARISES OUT OF THE GRANT OF API USAGE RIGHTS UNDER THIS ADDENDUM, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL 3-GIS, ITS SUCCESSORS, OR ASSIGNS, BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS EVEN IF 3-GIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR 3-GIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. Term and Termination. The term of this Attachment commences when Customer executes the applicable Order for the API and will continue in effect until terminated as set forth in this Section or upon the expiration of the limited duration for API usage granted in the applicable Order for the API. Customer’s right to use the API will terminate immediately and automatically if Customer violates any of the terms and conditions of this Attachment. Upon termination of this Attachment for any reason, all licenses and rights granted to Customer under this Attachment will also terminate and Customer must cease using, destroy, and permanently erase from all devices and systems Customer directly or indirectly control all copies of the API. Any terms that by their nature are intended to continue beyond the termination or expiration of this Attachment will survive termination. Termination will not limit any of 3-GIS’s rights or remedies at law or in equity. 11. Export Regulation. In addition to the export obligations set forth in the Agreement, Customer will not make the API accessible from or to any jurisdiction or country to which export, re-export, or release is prohibited by applicable law, rule, or regulation. END OF API LICENSE TERMS AND CONDITIONS DocuSign Envelope ID: 0C82F98A-6C52-4AAC-8111-48AAEA5F08A4 Item 8 Attachment A - Contract with 3-GIS; Contract Number S23184191        Item 8: Staff Report Pg. 27  Packet Pg. 334 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: April 7, 2025 Report #:2502-4177 TITLE Approval of Contract Amendment No. 2 to Contract Number C21181509 with SCS Field Services in the amount of $46,203 for a New Not-to Exceed Amount of $417,012, and to Extend the Contract Through October 10, 2025, to Provide Continuous Gas Monitoring and Reporting Services for the City’s Closed Landfill; CEQA Status - Exempt Under CEQA Guidelines Section 15301 RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract Amendment No. 2 to Contract C21181509 with SCS Field Services, to increase compensation by $46,203 and extend the contract term an additional six months through October 10, 2025. The revised total contract amount is not-to-exceed $417,012, including $372,151 for basic services and $44,861 for additional services. BACKGROUND The City owns and operates a closed, class III municipal solid waste disposal site (landfill), located at 2380 Embarcadero Road in Palo Alto, California. The landfill reached refuse capacity and ceased accepting waste in 2011, underwent final capping and regulatory closure in 2015, and is now known as Byxbee Park. The landfill is currently in its “post-closure” maintenance and monitoring period, under regulatory oversight by CalRecycle, the Regional Water Quality Control Board, the Bay Area Air Quality Management District (BAAQMD), and Santa Clara County Department of Environmental Health. State and federal regulations require that landfill operators provide effective environmental control and monitoring systems to prevent the buildup and release of landfill gas from the buried waste. The landfill’s gas extraction system consists of buried underground piping, 91 vertical extraction wells, and a flare/blower system that keeps the wellfield under vacuum. Specific landfill gas control activities are listed in the Bay Area Air Quality Management District’s (BAAQMD’s) Regulation 8, Rule 34, and include well-head monitoring, surface emissions Item 9 Item 9 Staff Report        Item 9: Staff Report Pg. 1  Packet Pg. 335 of 660  monitoring, maintaining detailed operating records, continuous flow and temperature monitoring and recording at the flare/blower station, and source testing.1 The environmental control systems monitoring and reporting tasks are required after the landfill closure for as long as the landfill continues producing methane and leachate (estimated for a minimum period of 30 years). The original agreement with SCS Field Services, Contract C21181509, approved by Council on October 25, 20212, expired on October 10, 2024. Amendment No. 1 extended the contract for a six-month term through April 10, 2025, without additional funding being needed. However, an additional six-month extension and authority for additional funds to cover the extended term is needed to allow staff time to conduct a competitive solicitation for a new contract while maintaining continuity of gas monitoring services and compliance with the various permits and regulations pertaining to the gas system. ANALYSIS The City requires the services of a qualified and experienced contracting firm to ensure regulatory compliance of the landfill’s gas collection system due to the complexity and quantity of the work. The current contract with SCS Field Services provides continuous services for gas monitoring and reporting for the landfill gas control system as required by regulators. The current contract needs to be extended in the form of an amendment (Attachment A), for another six-month term extending the end date to October 10, 2025 and increasing compensation by $46,203, which was calculated using existing rates and based on the services required during the extended period. This will allow SCS Field Services to continue providing the regulatorily required gas monitoring and reporting services for the closed landfill while staff prepares a formal Request For Proposals solicitation for a new contract. The Request For Proposals is anticipated to be posted to the City’s online procurement site in June 2025. As a result, an exemption to competitive solicitation for the additional six-month term was approved by the City Manager pursuant to Palo Alto Municipal Code section 2.30.360(d). 1 Bay Area Air Quality Management District’s (BAAQMD’s) Regulation 8, Rule 34; https://www.baaqmd.gov/~/media/dotgov/files/rules/reg-8-rule-34-solid-waste-disposal- sites/documents/rg0834.pdf?rev=41e786097ed348e99bf53c14f101e055&sc_lang=en 2 City Council, October 25, 2021; Agenda Item #4; SR #12080, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=2285 Item 9 Item 9 Staff Report        Item 9: Staff Report Pg. 2  Packet Pg. 336 of 660  FISCAL/RESOURCE IMPACT Table 1: Summary of Contract Costs for Landfill Gas Monitoring and Reporting Services: Monitoring and Reporting per Year $112,366 Additional Services per Year $11,237 Total Annual Cost $123,603 SUBTOTAL Contract Not-to-Exceed Amount for the original 3-year term $370,808 Monitoring and Reporting for additional 6-month term (4/11/2025 – 10/10/2025)$46,203 GRAND TOTAL Contract Not-to-Exceed Amount through October 10,2025 $417,012 STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Brad Eggleston, Director Public Works/City Engineer Item 9 Item 9 Staff Report        Item 9: Staff Report Pg. 3  Packet Pg. 337 of 660  Vers.: Aug. 5, 2019 Page 1 of 27 AMENDMENT NO. 2 TO CONTRACT NO. C21181509 BETWEEN THE CITY OF PALO ALTO AND SCS FIELD SERVICES This Amendment No. 2 (this “Amendment”) to Contract No. C21181509 (the “Contract” as defined below) is entered into as of April 7, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and STEARNS, CONRAD, AND SCHMIDT CONSULTING ENGINEERS, INC. dba SCS FIELD SERVICES, a California corporation, located at 3900 Kilroy Airport Way, Suite 100, Long Beach, CA 90806 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing monitoring and reporting services for the solid waste disposal site, as detailed therein. B. The Parties now wish to amend the Contract in order to (1) extend the contract term for six months through October 10, 2025; (2) increase the not-to-exceed total compensation by Forty-Six Thousand Two Hundred Three Dollars ($46,203), from Three Hundred Seventy Thousand Eight Hundred Nine Dollars ($370,809) to Four Hundred Seventeen Thousand Twelve Dollars ($417,012); and (3) update the Schedule of Rates, as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C21181509 between CONSULTANT and CITY, dated October 25, 2021, as amended by: Amendment No. 1, dated September 24, 2024 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through October 10, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” is hereby amended to read as follows: Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 4  Packet Pg. 338 of 660  Vers.: Aug. 5, 2019 Page 2 of 27 “The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Three Hundred Seventy-Two Thousand One Hundred Fifty-One Dollars ($372,151.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not- to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Forty-Four Thousand Eight Hundred Sixty-One Dollars ($44,861.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Four Hundred Seventeen Thousand Twelve Dollars ($417,012.00), as detailed in Exhibit C. “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 5  Packet Pg. 339 of 660  Vers.: Aug. 5, 2019 Page 3 of 27 Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.” SECTION 4. 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: a. Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 2,” REPLACES PREVIOUS. b. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 2,” REPLACES PREVIOUS. c. Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 2”, ADDED. SECTION 5. 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 6. 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.) Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 6  Packet Pg. 340 of 660  Vers.: Aug. 5, 2019 Page 4 of 27 SIGNATURES OF THE PARTIES 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 _____________________________ City Manager APPROVED AS TO FORM: _____________________________ City Attorney or designee SCS FIELD SERVICES Officer 1 By:__________________________ Name:_______________________ Title:________________________ Officer 2 By:__________________________ Name:_______________________ Title:________________________ Attachments: Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 2”, REPLACES PREVIOUS Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 2”, REPLACES PREVIOUS Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 2”, ADDED Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Sr. Vice President Galen S. Petoyan, Sr. Vice President Anton Z. Svorinich, Vice President Vice President Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 7  Packet Pg. 341 of 660  Vers.: Aug. 5, 2019 Page 5 of 27 EXHIBIT A SCOPE OF SERVICES, AMENDMENT NO. 2 (REPLACES PREVIOUS) CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. I. Background: History and Phasing: The CITY owns and operates an unlined, class III municipal solid waste disposal site, located at 2380 Embarcadero Road in Palo Alto, California. The landfill reached refuse capacity and ceased accepting waste in 2011 and underwent final capping and regulatory closure in 2015. The landfill occupies approximately 126 acres of the 1800-acre, CITY owned Byxbee Park and Baylands parcel. The landfill is divided into phases, Phase I, Phase IIA, Phase IIB, and Phase IIC based on the timing of closure and conversion to parkland. Phase I comprises approximately 29 acres and was closed and developed into parkland in 1990. Phases IIA (23 acres), IIB (24 acres) and IIC (51 acres) were closed and converted to parkland in 1992, 2000 and 2015 respectively. Smaller areas of the landfill are closed off to park users on an as-needed basis for control system maintenance and settlement repairs. The environmental control systems within the landfill consist of a vertical landfill gas extraction system and a retrofitted vertical leachate extraction system. Landfill Gas System: The CITY’s landfill gas (LFG) collection system consists of 91 vertical extraction wells. Most of the gas wells are spaced approximately 200 feet apart, have been constructed with a 4 to 6-inch diameter schedule 40 PVC casings or high-density polyethylene (HDPE) casings placed within 24-inch diameter boreholes and have an average depth of approximately 35 feet below the landfill surface. An HDPE piping network collects and transmits gas from the extraction wells to a blower-flare facility where it is combusted. The blower-flare facility is located on Palo Alto Regional Water Quality Control Plant (PARWQCP) Property near the landfill northwest boundary. The pipe network is below grade throughout the landfill facility, buried within the final cover system. In the Phases that were capped with a clay layer (Phase I, IIA, IIB), the gas collection system pipes are buried above the clay cap within a thickened vegetative soil layer. In Phase IIC the pipes are buried within a 4-ft thick layer of evapotranspirative cover material. Currently, 5 leachate wells are connected to the gas collection system due to the detection of methane above regulatory limits inside and/or outside those wells. During the term of this contract, The CITY may elect to place an additional 19 leachate wells under vacuum and add them to the landfill gas collection system. Any monitoring required under the regulations of landfill gas wells would include those leachate wells that have been hooked up to the landfill gas collection system. Leachate System: The CITY’s Leachate Collection and Removal System (LCRS) consists of 24 vertical extraction wells. These wells are typically constructed with 6-inch diameter Schedule 80 PVC casings, and strategically distributed throughout the landfill. Well spacing averages approximately 300 feet, with locations being selected based upon historic information and local Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 8  Packet Pg. 342 of 660  Vers.: Aug. 5, 2019 Page 6 of 27 leachate levels at the time of installation. Each well has a dedicated pneumatic pump, and compressed air is delivered to each well from a centrally located compressor via a network of welded HDPE piping. Leachate is collected from the wells and transported via the piping network to the CITY sanitary sewer main adjacent to the western boundary of the landfill. Leachate elevations within the refuse mass are measured through a set of 17 vertical piezometers. Condensate Collection: Gas condensate produced by the LFG collection system is collected in sumps and pumped into the facility’s LCRS via pneumatic submersible pumps. There are currently eleven (11) condensate sumps located in Byxbee Park (Phase I), Phase IIA, Phase IIB and Phase IIC, combined. II. General Requirements: This scope of services includes: 1) Performing routine LFG collection and emission control system monitoring and reporting; 2) Performing annual landfill flare stack emissions sampling, analyses and reporting; and 3) Compiling and preparing various LFG reports and 4) provide miscellaneous engineering support services. A. CONSULTANT shall comply with all requirements of the Landfill’s Permit to Operate, Regulation 8, Rule 34 of the Bay Area Air Quality Management District’s (BAAQMD’s) regulations, including the regulations for Methane Emissions from Municipal Solid Waste Landfills, CCR Title 17, §95460-95476, and the EPA Greenhouse Gas Rule (40 CFR Part 98, Subpart HH) as well as all pertinent plans and specifications relating to work associated with maintenance and operation of the site’s environmental control systems. B. CONSULTANT shall provide all necessary services, labor, tools, materials, equipment, vehicles, and instrumentation for the routine scope of services in this Agreement including, but not limited to monitoring equipment for detecting LFG and any other equipment necessary to perform the routine scope of services contained herein. These items of equipment are considered necessary items for CONSULTANT, and separate charges for use of these items in the course of the routine work, shall not be paid by CITY. C. CITY will provide all applicable permits for work performed in accordance with this Agreement. The CITY has a landfill maintenance contractor that will perform repairs to the gas and leachate collection systems as needed. All routine operation or monitoring work shall take place either aboveground or in buried shallow vaults (less than three feet in depth). CONSULTANT shall not be responsible for the overall quality of the gas with regard to trace components. D. Personnel job titles and required experience levels are listed below. All field personnel performing work listed in this Agreement shall have the following minimum qualifications: Senior Technician (or equivalent) • Five (5) years experience performing work on LCRS and LFG systems; • Ability to tune and optimize the vacuum on the LFG collection system without supervision or close oversight; Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 9  Packet Pg. 343 of 660  Vers.: Aug. 5, 2019 Page 7 of 27 • Ability to detect LFG system and LCRS leaks and diagnose potential failures before they occur; and, • General understanding of landfill regulations relating to the LCRS and LFG systems. Technician (or equivalent) • Two (2) years experience performing work on LCRS and LFG systems; • Ability to detect LFG system and LCRS leaks and diagnose potential failures before they occur; and, • General understanding of landfill regulations relating to the LCRS and LFG systems. CITY will authorize site access for CONSULTANT personnel, equipment, and materials for the completion of the work. CONSULTANT personnel shall be responsible for communication and coordination of onsite work by notifying appropriate CITY personnel at the landfill office prior to beginning work onsite. III. Task 1: Work To Be Performed Task 1 - Routine LFG System, Flare, Well-Head Monitoring, and Surface Monitoring and Reporting Definition For Task 1: CONSULTANT shall provide a Senior Technician (or equivalent) with an experience and skill level defined above, billed at the hourly rates specified in the rate sheets specified in the Fee Schedule for the performance of routine LFG system monitoring, well-head monitoring and surface monitoring and reporting A) Senior Technician (or equivalent) is expected to spend 613 hours onsite per contract year. Field Time Estimate breakdown for Task 1 is expected to be: • One 8 hour day (onsite) per week for well and component adjustment and monitoring (416 hours per year); • Up to four 16 hour events (onsite) per year for surface and component monitoring (64 hour per year); and • Miscellaneous additional follow-up time for adjusting high-oxygen LFG and Leachate wells (133 hours onsite per year). At CITY’s request, CONSULTANT shall train CITY staff while completing the routine work performed by the Senior Technician. B) Management/Supervisor/Office Support Staff to support Task 1. C) Remote monitoring and control of landfill flare. General Scope of Services For Task 1 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 10  Packet Pg. 344 of 660  Vers.: Aug. 5, 2019 Page 8 of 27 Unless otherwise specified by CITY, a date-specific schedule or a set day of the week schedule shall be submitted by CONSULTANT for approval by CITY, and shall specify when the LFG maintenance needs to occur as prescribed in the Permit To Operate, and/or Rule 8-34 regulations. Generally, Task 1 services shall include the following: a. Monitoring once per week of 91 LFG well-heads, 5 (up to 24) leachate well-heads (connected to the gas collection system), 11 condensate sumps, flare station and other valves, fittings and components; b. Monthly measurement of methane and non-methane organic compounds (NMOC), oxygen concentration and pressure within each well-head (landfill gas wells and leachate wells which are connected to the gas collection system) in accordance with Regulation 8, Rule 34, and Title 17, Section 95469. If the well head does not meet the standards of Regulation 8, Rule 34, Section 305, and Title 17, §95469, then CONSULTANT shall document and make adjustments following Regulation 8, Rule 34, Section 414 scheduling requirements. It is anticipated that some follow up visits shall be necessary by the Senior Technician for the purpose of monitoring and adjusting wells with high oxygen content. CONSULTANT shall make recommendations to CITY for further repairs if necessary. CONSULTANT shall compile the wellhead information, including all follow-up monitoring results and submit monthly reports to CITY, within 21 days from the end of each month. At CITY discretion, CONSULTANT shall train CITY while completing the field work portion of this work. The monitoring requirements of the rule are located in §95469 and §95470. These requirements are listed below: i. Monthly wellhead monitoring and requirement to achieve negative pressure at all wellheads, including corrective action/re-monitoring. ii. Quarterly instantaneous surface emissions monitoring (SEM) at 25-foot spacing with a 500 ppmv methane limit, including testing of cover penetrations, with corrective action/re-monitoring. iii. Quarterly leak testing of LFG collection system components not under vacuum at a 500 ppmv methane limit, including corrective action/re-monitoring. iv. Quarterly integrated surface sampling with a limit of 25 ppmv methane. v. Continuous flow and temperature monitoring. vi. Quarterly monitoring of flare components which contain landfill gas and/or which contain landfill gas under positive pressure. c. In addition to the monthly well head monitoring, CONSULTANT shall monitor and compile records to support the LFG component quarterly leak monitoring requirements of the BAAQMD’s Regulation 8, Rule 34, Section 501 and 503 and Title 17, §95460-95476. Separate Quarterly Component Monitoring reports shall be submitted to CITY within 21 days from the end of each quarter. At CITY discretion, CONSULTANT shall train CITY while completing the field work portion of this work. d. Adjust/tune and optimize the vacuum on the individual wells in order to maximize methane extraction while minimizing oxygen intrusion into the landfill; At CITY discretion, CONSULTANT shall train CITY while completing the field work portion of this work. Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 11  Packet Pg. 345 of 660  Vers.: Aug. 5, 2019 Page 9 of 27 e. Quarterly measurement of methane and NMOC concentration on the landfill surface in accordance with site surface monitoring plan and Regulation 8, Rule 34, Section 501 and 506 and including the newly adopted regulations for Surface Emissions Monitoring (SEM), CCR Title 17, §95469 listed below: i. Quarterly instantaneous surface emissions monitoring (SEM) at 25-foot spacing with a 500 ppmv methane limit, including testing of cover penetrations, with corrective action/re-monitoring. ii. Quarterly leak testing of LFG collection system components not under vacuum at a 500 ppmv methane limit, including corrective action/re-monitoring. iii. Quarterly integrated surface sampling with a limit of 25 ppmv methane. f. CONSULTANT shall establish a portable wind station or obtain measurements from the Palo Alto Airport to document compliance with meteorological conditions during the monitoring events. A detailed written report summarizing the results of the monitoring activities shall be provided to CITY within 21 days of the end of each quarter. A date- specific schedule shall be developed by CONSULTANT and submitted for approval by CITY. g. Weekly monitoring of the flare station, including download of the data logger. Document and collect all data including all startup, shutdown and malfunction paperwork. Data to be collected, recorded, and stored in a computer or web data base (with current security access provided to CITY) includes the following: i. Date, time, and monitoring personnel. ii. Meteorological condition (i.e., wind velocity, barometric pressure ambient temperature, weather conditions, etc.). iii. Extraction blower operating inlet and outlet temperatures and pressures. iv. Methane gas, oxygen gas, carbon dioxide and balance gas concentrations at flare inlet or Regional Water Quality Control Plant Incinerator as required by the BAAQMD. v. Flare exit gas temperature (only when flare operational). vi. LFG flow rate to flare, or CITY incinerator. vii. Flare combustion louver (only when flare is operational). viii. Flow control valve positions. ix. Check pilot ignition system propane storage tank level. x. LFG control system blowers, flame arresters, flares, control panel, well fields, and condensate pump systems shall be observed for the following: • Accessibility. • Vandalism. • Malfunctions. • Leaks. xi. Weekly record blower running hours; Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 12  Packet Pg. 346 of 660  Vers.: Aug. 5, 2019 Page 10 of 27 h. Once per quarter, hydrogen sulfide (H2S) shall be tested by CONSULTANT at the Flare Station inlet utilizing field Draeger test tubes; Inspect flame arrester; and, inspect burner heads. i. Compile all data from the tasks listed above to be utilized by CONSULTANT in preparing the required annual reports (Task 3). CONSULTANT shall provide one (1) copy of all field records generated during on-site service before leaving the site for the day. IV. Task 2: Task 2 Routine Landfill Flare Stack Emission Sampling, Analytical Testing and Reporting CONSULTANT shall conduct the flare source test on the Flare located at the Regional Water Quality Control Plant in accordance with the Title V Major Facility Review Permit No. A2721, dated June 4, 2012 (“Title V Permit”), Condition 1028, Item Nos. 15 and 16 including determination of flare destruction efficiency. Additionally, because the landfill is subject to the AB32 Landfill Methane Rule (see Task 3 of this Scope of Services), the flare must be tested annually to document compliance with Rule’s 99% methane destruction requirement, as specified in Section §95471 of the Rule. CONSULTANT shall perform the annual flare testing while the contract is in place. In accordance with Item No. 15 of the Title V Permit, CONSULTANT shall notify the Bay Area Air Quality Management District (BAAQMD) at least 14 days in advance of the test and shall submit to BAAQMD the compliance plan for the source test. CONSULTANT shall submit a report summarizing the results of the source test to CITY and BAAQMD within 45 days of completion of the test. V. Task 3: Task 3 Routine Report Preparation Task 3 is outlined below and includes report preparation in compliance with Bay Area Air Quality Management District (BAAQMD) Rule 8-34, AB32 Landfill Methane Rule, and EPA Greenhouse Gas Reporting Rule, as listed below. CONSULTANT shall provide a draft of each report to CITY for review prior to submittal to BAAQMD, and shall incorporate CITY’s comments into the final reports for submittal. The final reports and certifications shall be signed by the responsible CITY official, where required. A. Annual Rule 8-34 Report (One Report Annually) CONSULTANT shall prepare the Rule 8-34 annual reports required by the BAAQMD. CONSULTANT shall collect the necessary data to complete the reports under Section 411 of Rule 8- 34. The reports shall be developed in the format prescribed by the BAAQMD. The reporting period covers December 1st through November 30th. The report is due the last day of the month after the end of the reporting period. The annual reports shall contain the following information, as required: Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 13  Packet Pg. 347 of 660  Vers.: Aug. 5, 2019 Page 11 of 27 1) Operating Records Required by Section 501: a) All collection system downtime, including individual well shutdown times, length of time for shutdown, and the reason for the shutdown. All periods greater than five (5) days when the collection system was not operating. b) All emission control system downtime, length of time for shutdown, and the reason for the shutdown. Description and duration of all periods when the control device was not operating for greater than one (1) hour and the length of time that the device was not operating. c) Continuous temperature records (data logger) for all operating flares and any enclosed combustors with a listing of the dates/times when flare temperature went below permitted limits and any times when temperature gauge was off-line or not operational. d) Monthly LFG flow meter readings. e) Records of all quarterly LFG system component leak testing, including monitoring dates, leak concentration by volume if in excess of 1,000 parts per million, by volume (ppmv), location of leak, date of discovery, the actions taken by the City or its maintenance CONSULTANT to repair the leak, date of repair, date of any required re-monitoring, and the re-monitored concentration in ppmv. f) Continuous gas flow rate records (data logger information) with a listing of the dates/times when flow rate went above permitted limits and any times when the flow meter was off-line or not operational. g) Records of all quarterly surface emissions monitoring, including monitoring dates, surface emission concentration by volume if in excess of 500 ppmv, location of exceedance, date of discovery, the actions taken by the CITY or its maintenance CONSULTANT to repair the exceedance, date of repair, date of any required re-monitoring, and the re-monitored concentration in ppmv. h) For monthly wellhead monitoring (temperature, vacuum, and oxygen or nitrogen content), records of all monitoring dates and any excesses of the limits stated in Section 8-34-305, Title 17, §95460-§95476, and below (or approved alternative limits), including well identification number, the measured excess, the action taken by the CITY or its maintenance CONSULTANT to repair the excess, and the date of repair, date of any required re- monitoring, and the re-monitored value. Gas wells i) A minimum of monthly recording of gauge pressure at all wellheads (all wells must operate under negative pressure conditions). ii) Monthly monitoring of oxygen or nitrogen concentrations at all wellheads (oxygen must not exceed 5 percent or nitrogen over 20 percent). iii) Monthly monitoring of temperatures at all wellheads (temperature shall not exceed 55°C (131°F)). Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 14  Packet Pg. 348 of 660  Vers.: Aug. 5, 2019 Page 12 of 27 Leachate wells (connected to the LFG collection system) i) A minimum of monthly recording of gauge pressure, oxygen content, methane content, and temperature at each wellhead (the well(s) must be connected to vacuum if any pressure is detected); iv) Monthly monitoring of oxygen concentrations at wellheads (oxygen must not exceed 15 percent by volume). If the oxygen concentration exceeds 15 percent by volume the vacuum to the leachate well may be turned off; v) Monthly monitoring of temperatures at all wellheads (temperature shall not exceed 55°C (131°F)). If temperature exceeds 55°C (131°F) the vacuum to the leachate well may be turned off; 2) Calibration information for monitoring equipment used for the various monitoring activities listed above (e.g., OVA, GEM-500 unit, flow meter, temperature, etc.). 3) Description and duration of all periods when the gas stream was diverted from the control device through a bypass line to the WQCP incineration. 4) The date of installation and location of all wells or system expansions as the result of monitoring exceedances during previous reporting period. 5) Data upon which the density of well and equipment sizing were based. 6) Gas generation rate estimates. 7) Provisions for increasing LFG extraction capacity as gas generation increases. 8) The provisions for the control of LFG migration. B. AB32 – Landfill Methane Rule Annual Reporting (One Report Annually) CITY is subject to the AB32 Landfill Methane Rule (Title 17 California Code of Regulations (CCR), Chapter 10, Article 4, Sub-article 6, §95462 through §95476), which has an annual reporting requirement. The required annual report under this Rule must be submitted by March 15 of each year for the previous calendar year data. Annual Reports must include the following information, as specified in §95470 of the Rule: • General site information • Total volume of LFG collected (reported in standard cubic feet (scf)), • Average composition of LFG collected over the reporting period (reported in percent methane and percent carbon dioxide by volume), • Gas control device type, installation, rating, fuel type, and total LFG combusted in each control device, • Date LFG collection system installed • Percent methane destruction efficiency • Volume and composition of gas shipped off-site Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 15  Packet Pg. 349 of 660  Vers.: Aug. 5, 2019 Page 13 of 27 • Type and amount of supplemental fuels burned with the LFG. • Recent topographic map, and • All required monitoring data. CONSULTANT shall compile the required data into a report in a format suitable for submittal to the California Air Resources Board (CARB) Executive Officer. CONSULTANT shall provide a draft of the report to CITY for review. CONSULTANT shall incorporate CITY comments into the final report and submit to CARB on behalf of the CITY. C. EPA – Greenhouse Gas Annual Reporting (One Report Annually Submitted Online) CITY is required under the EPA GHG reporting rule, 40 CFR Part 98, Subpart HH, to submit a report annually. CONSULTANT shall compile the required data and input into an appropriate electronic format in accordance with EPA GHG rule specifications for upload to the EPA’s online reporting tool (e-GRRT). CONSULTANT shall submit draft data file to CITY for review. CONSULTANT shall incorporate CITY comments into the final report and submit to EPA via e- GRRT. CONSULTANT will be added to the website as CITY agent and shall manage the website reports on behalf of CITY. The data to be reported is for calendar year 2021, 2022, 2023, and 2024 and the reporting deadline is March 30 of the following year. As specified in the EPA Rule, the following information is required: • Landfill Operations (Open/closed/Year) • Waste Disposal Calculations • Waste Composition (If Available) • Modeling Parameters Used • Methane Data • Landfill Area, Cover Types by Area, and Oxidation Fractions Used • LFG Modeling Results • Emissions from stationary combustion units. • Flow of collected LFG • Methane content of LFG • Temperature and pressure data for LFG • Description of control device(s) both on- and off-site • Control device operating hours • Description of LFG collection system, landfill areas and waste depths • Computed methane volume captured • Computed methane generated (corrected for oxidation using EPA model) Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 16  Packet Pg. 350 of 660  Vers.: Aug. 5, 2019 Page 14 of 27 • Computed methane generated (corrected for oxidation using LFG recovery flow and collection efficiency) • Methane Emissions, Method 1 (Modeling) • Methane Emissions, Method 2 (Gas Captured and Estimated Collection Efficiency) VI. Task 4: Task 4 Other Engineering Services On occasion, CITY may ask CONSULTANT to evaluate the performance and design of the gas system using the services of a qualified LFG engineer. CONSULTANT shall provide engineering services for duties including, but not limited to possible LFG and LCRS system design, permitting and equipment change-out. Work on these engineering services requires written approval from CITY prior to CONSULTANT working on or billing to these subtasks. Typically, CONSULTANT shall develop and submit a written cost estimate prior to work on these subtasks. These engineering services will exclude any prevailing wage public works projects. End Scope of Services Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 17  Packet Pg. 351 of 660  Vers.: Aug. 5, 2019 Page 15 of 27 EXHIBIT C COMPENSATION, AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 18  Packet Pg. 352 of 660  Vers.: Aug. 5, 2019 Page 16 of 27 BUDGET SCHEDULE ANNUAL TASKS COMPENSATION (YEARS 1-3) (YEAR 4) Task 1 (Routine Landfill Gas System, Flare, Well-Head Monitoring, and Surface Monitoring and Reporting) A. Senior Technician B. Management/Supervisor/Office Support C. Remote Monitoring and Control of Landfill $56,396 per year $11,580 per year $2,700 per year $9,925 $10,678 $3,450 (Routine Landfill Flare Stack Emission Sampling, 110,066.00 $35,053 2,300.00 Annual Total for Services and Reimbursable Expenses $112,366.00 $35,053 Annual Maximum Total Compensation $123,603.00 $46,203 YEARS 1-3 Compensation $370,809.00 YEAR 4 Compensation $46,203 4-YEAR TOTAL NOT TO EXCEED AMOUNT REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses for which CONSULTANT will be reimbursed are: Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 19  Packet Pg. 353 of 660  Vers.: Aug. 5, 2019 Page 17 of 27 unanticipated parts needed on an emergency basis to prevent flare downtime or non- compliance up to the not-to-exceed amount of: $6,900.00 for the term. Reimbursables include: A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY’s project manager. Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 20  Packet Pg. 354 of 660  Vers.: Aug. 5, 2019 Page 18 of 27 EXHIBIT C-1 SCHEDULE OF RATES, AMENDMENT NO. 2 (ADDED) Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 21  Packet Pg. 355 of 660  Vers.: Aug. 5, 2019 Page 19 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 22  Packet Pg. 356 of 660  Vers.: Aug. 5, 2019 Page 20 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 23  Packet Pg. 357 of 660  Vers.: Aug. 5, 2019 Page 21 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 24  Packet Pg. 358 of 660  Vers.: Aug. 5, 2019 Page 22 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 25  Packet Pg. 359 of 660  Vers.: Aug. 5, 2019 Page 23 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 26  Packet Pg. 360 of 660  Vers.: Aug. 5, 2019 Page 24 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 27  Packet Pg. 361 of 660  Vers.: Aug. 5, 2019 Page 25 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 28  Packet Pg. 362 of 660  Vers.: Aug. 5, 2019 Page 26 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 29  Packet Pg. 363 of 660  Vers.: Aug. 5, 2019 Page 27 of 27 Docusign Envelope ID: 48FB660E-F872-44C2-B2C4-CE6E00AA80BB Item 9 Attachment A - Partially Executed Amendment No. 2 to Contract with SCS Field Services; Contract #C21181509        Item 9: Staff Report Pg. 30  Packet Pg. 364 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: April 7, 2025 Report #:2502-4126 TITLE Approval of Construction Contract No. C25192033B with Anderson Pacific Engineering Construction, Inc. in the Amount of $9,994,970 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not-to-Exceed Amount of $999,497 for the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Projects, Capital Improvement Program Project (SD-21000, SD- 20000, SD-23000, and PO-05054), and Approval of a Budget Amendment in the Stormwater Management Fund; CEQA Status – Exempt Under CEQA Guidelines Section 15301(d), 15302(c) and Section 15303 RECOMMENDATION Staff recommends that the City Council: 1. Approve and authorize the City Manager or their designee to execute construction contract no. C25192033B with Anderson Pacific Engineering Construction, Inc. in the amount of $9,994,970 for the Corporation Way System Upgrades and Pump Station (SD- 21000), West Bayshore Road Pump Station (SD-20000), West Bayshore Road Trunk Line Improvements (SD-23000), and Street Light Improvements (PO-05054) projects; 2. Authorize the City Manager or their designee to negotiate and execute one or more change orders to contract no. C25192033B with Anderson Pacific Engineering Construction, Inc. for related, additional, and unforeseen work that may develop during the project, the total value of which shall not exceed $999,497; and 3. Amend the Fiscal Year 2025 Budget Appropriation for the Stormwater Management Fund (requires a 2/3 vote): a. Increase the expense appropriation for the West Bayshore Road Pump Station Project (SD-20000) by $1,296,848; b. Increase the expense appropriation for the West Bayshore Road Trunk Line Improvement Project (SD-23000) by $2,500,523; and c. Decrease the Stormwater Management Fund balance by $3,797,371. Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 1  Packet Pg. 365 of 660  EXECUTIVE SUMMARY East Bayshore Road and West Bayshore Road are prone to flooding due to an inadequate storm pipe system. With the current system configuration, the flap gates at the outfalls shut when the water level in Adobe Creek is high. The 2015 Storm Drain Master Plan identified upgrades to the storm systems at East Bayshore Road and West Bayshore Road as a high priority, and the projects were included among the 13 high priority capital projects in the 2017 Stormwater Management ballot measure. The project will install larger storm pipes on both streets and new pump stations to convey the storm runoffs from a 10-year storm event. The pumps will force the flap gates to open even when the creek water level is high. The project will install all the electrical systems and motor control systems for the pump stations. Programmable Logic Controllers (PLC) and fiber optics will also be installed and connected to the City Supervisory Control and Data Acquisition (SCADA) system. The 2015 Storm Drain Master Plan identified projects throughout the City to convey a 10-year storm event. In 2017, voters approved a ballot measure to continue the Storm Water Management Fee to implement 13 new storm drain Capital Improvement Program (CIP) projects to upgrade and improve the storm drain system in Palo Alto. Three of the 13 projects have been completed. Loma Verde Avenue Trunk Line Improvements project (SD-19000) was completed in 2020, and East Meadow Drive Capacity Upgrades (SD-22000) and East Meadow Circle Connection to Adobe Creek Pump Station (SD-26000) were both completed in June 2024. This contract implements three CIP projects, the Corporation Way System Upgrades and Pump Station (SD-21000), West Bayshore Road Pump Station (SD-20000) and West Bayshore Road Trunk Line Improvements (SD-23000). Currently, the existing pipes along East Bayshore (from Corporation Way) and West Bayshore Road cannot convey the 10-year storm runoff or discharge runoff into Adobe Creek during a large storm event. During these events, the water levels in the creek rise and the flap gates, at the outfalls, cannot open against the water pressure. The pump stations will be installed on permanent easement areas located at 3803 East Bayshore Road (Attachment A) and 3600 West Bayshore Road (Attachment B). The easement agreements for the two storm water pump stations were executed in 2023. Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 2  Packet Pg. 366 of 660  ANALYSIS Project Description Staff recommends approval of Construction Contract No. C25192033B.1 The pump station installation at 3600 West Bayshore Road includes a 12-ft x 13-ft x 17.5-ft (length, width, depth) wet well, an electrical cabinet with pump motor control center and electrical switch board, and a new electrical transformer. Three new pumps will be installed to discharge 15 cubic feet per second (CFS). Additional improvements include replacing landscaping and the irrigation system and installation of 1,600 linear feet of new 18-inch, high density polyethylene (HDPE) storm pipe and junction boxes within West Bayshore Road to increase the amount of runoff that can be conveyed into the wet well. The pump station at 3803 East Bayshore Road consist of a 12-ft x 15-ft x 24-ft (length, width, depth) wet well, a new electrical cabinet with motor control center and an electrical switch board. The project will replace an electrical transformer with a new one sized to support the three new pumps that will discharge 25 CFS. Additional improvements include replacing landscaping and the irrigation system and 710 linear feet of new 24-inch HDPE storm pipe and junction boxes with East Bayshore Road to increase the amount of runoff that can be conveyed into the wet well. Both stations will discharge pressurized runoff into Adobe Creek through existing pipe outfalls. Storm runoff into Adobe Creek will continue to be regulated by existing flap gates. The pressure created by the pump stations on the outfall pipes will force the flap gates to open when the water surface in the creek is very high and allow discharge into the creek. When the pump station is not operating, the flap gate will remain closed and will not allow water to back flow from the creek into the City storm system. These improvements will eliminate the street flooding that occurs during moderate storm events. This project will also restore an electrical connection in the area that was determined to be damaged. That work will be performed under the Street Lights Improvements CIP (PO-05054). Bid Process On July 17, 2024, an Invitation for Bids (IFB) for the Corporation Way Pump Station and System Upgrades and West Bayshore Road Pump Station and Trunk Line Improvement Project was posted on OpenGov. A non-mandatary field meeting was held within the 27-day bidding period. Three bidders attended the meeting to discuss the project. No bids were received at the end of the bid period. Staff reached out to prospective bidders who downloaded the bid packages and asked why they did not submit a bid. One of the primary reasons given was that the due date was the same as other projects with other agencies and that contractors did not have time to prepare a bid for the project. Some contractors stated they wanted to submit a bid for specific project components but were unable to partner with a prime contractor. Since no bids were received, staff decided to rebid the project with a few changes. The bid documents were updated to address questions raised during the initial bid and additional outreach was done to prospective contractors who have worked with neighboring agencies. 1 Anderson Pacific Construction Contract for Pump Station Upgrades C25192033B Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 3  Packet Pg. 367 of 660  The project was re-posted August 20, 2024 on OpenGov, for 28 days, with a bid due date of September 17, 2024. Only one bid was received, with the bid cost 50% higher than the engineer’s estimate. The City rejected the bid on October 15, 2024. The project was formally solicited for a third time on December 20, 2024 with revisions that divided bid components into base and add alternates to encourage competitive bidding for the pump stations independently from the pipe component. The invitation for bids was structured to select the lowest bidder using the base bid with no consideration to the add alternate bids. Bids were received from four contractors as listed on the attached Bid Summary (Attachment C). Table 1: Summary of invitation for Bids Project Bid Name/Number Corporation Way Pump Station and System Upgrade and West Bayshore Road and Trunk Line Improvement Project-REBID #2 SD- 20000, SD-21000, SD-23000, IFB 192033B Proposed Length of Project 450 Calendar Days Pre-Bid Meeting None Number of Company Attendees at Pre- Bid Meeting N/A Number of Bids Received 4 Base Bid Price Range $5,794,520 to $9,002,850 Public Link to Solicitation https://procurement.opengov.com/governments/650/projects/136247 Staff reviewed the bids submitted and recommends that the base bid of $5,794,520 submitted by Anderson Pacific Engineering Construction, Inc. be accepted, and that Anderson Pacific Engineering be declared the lowest responsible bidder. Staff recommends awarding the add alternate (items 22-28) to install new pipes on East and West Bayshore Road as part of the project. The add alternate amount is $4,200,450. The total base bid and add alternate amount is $9,994,970. This bid amount is 30.5% above the engineer’s estimate of $7,657,396. The change order amount of $999,497 (which equals 10% of the total contract) is requested for related, additional but unforeseen work which may develop during the project. Staff confirmed with the Contractor's State License Board that the contractor has an active license on file. Staff also contacted the listed references for Anderson Pacific and found that they have performed satisfactorily on past construction projects for other clients and the City. Although the low bid received is substantially higher than the engineer’s estimate, staff recommends proceeding given that the project was bid three times and that the third solicitation resulted in four competitive bids. FISCAL/RESOURCE IMPACT Partial funding is available in the Fiscal Year 2025 Adopted Capital Budget in the West Bayshore Road Pump Station (SD-20000), Corporation Way System Upgrades and Pump Station (SD- 21000), West Bayshore Road Trunk Line Improvements (SD-23000), and Street Lights Improvements (PO-05054) projects. To fully fund the contract, staff recommends increasing the appropriation for Fiscal Year 2025 in the West Bayshore Road Pump Station (SD-20000) and Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 4  Packet Pg. 368 of 660  West Bayshore Road Trunk Line Improvement (SD-23000) projects by $1,296,848 and $2,500,523, respectively, and decreasing the balance of the Stormwater Management Fund by $3,797,371. Table 2: Funding Allocation Funding Source Contract Contingency Total Funding Total $9,994,970 $999,497 $10,994,467 STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 5  Packet Pg. 369 of 660  11 9 8 3784 3776 000 1 3750 3780 3788 102 0 1005 1003 3803 3801 3921 1015 023 3941 1010 1020 1029 1121 113 5 112 9 113 7 2 1054 1056 1058 1047 1049 39773975 113 1 113 3 3961 1001 37 1 7 - 37 3 1 37 0 1 - 37 1 5 1113 11 0 1 1121 1123112511271129 1130 1128 1126 1124 1122 37 5 1 37 4 9 37 4 7 37 4 5 37 4 3 37 4 1 37 0 2 37 0 4 37 0 6 37 0 8 37 1 0 37 1 2 37 1 4 37 2 0 37 2 2 37 2 4 37 2 6 37 2 8 37 3 0 37 3 2 37 1 9 37 2 1 37 2 3 37 2 5 37 2 7 37 2 9 37 3 1 37 5 8 37 6 0 37 6 2 37 6 4 37 6 6 37 6 8 37 7 0 37 5 7 37 5 9 37 6 1 37 6 3 37 6 5 37 6 7 37 6 9 113 6 113 8 114 0 114 2 114 4 113 5 113 7 113 9 114 1 114 3 1104 1106 1108 11101112 1114 1116 11031105 11071109 11111113 1115 3969 3971 3997 3995 1007 1119 3775 1102 37 1 7 37 5 6 37 5 5 113 4 113 31120 1119 37 1 8 11 5 2 37 0 0 37 3 9 1101 1261 1221 1151 115 7 390 5 1237 Adobe Creek Substation Flood Ponds Parking B a r r o n C r e e k EAS T B A Y S H O R E R O A D FAB I A N W A Y COR P O R A T I O N W A Y EAS T B A Y S H O R E R O A D BAY S H O R E F R E E W A Y BAY S H O R E F R E E W A Y FA B I A N W A Y SA N A N T O N I O R O A D BAY S H O R E F R E E W A Y WES T B A Y S H O R E R O A D BAY S H O R E F R E E W A Y EL COU R T EAS T B A Y S H O R E R O A D BAY S H O R E F R E E W A Y BAY S H O R E F R E E W A Y EAST MEADOW DRIVE FEATHER LN KLAMATH LN PA L O M A D R TR I N I T Y L N STA N I S L A U S L N TU O L U M N E L N I N I N I N I NI N I N I N I N I NI N SD SD SD SD SD SD SD SD SDSD SD SD SD SD SD OF OF OF OFOF OF OF OF OF OF OFOF OF OF IN-047-3-62 IN - 0 4 7 - 3 - 6 1 IN - 0 4 7 - 3 - 5 8 IN-047-3-56 IN-047-3-54 OF - 0 4 7 - 1 - 0 4 OF - 0 4 7 - 1 - 1 7 OF-047-3-63 OF-047-3-60OF-047-3-59 OF - 0 4 7 - 3 - 5 5 OF-047-3-57 OF-040-2-01 OF-039-6-09 36." 51 . " 36."24."24." 33."33 . " 33 . " 15 . " 24." 18 . " 15. " 21." 15." 12."12." 15 . " 21. " 15." 21." 12." 22." 12. " 24." 36 . " 18." 18." 12." 21. " 12."21." 12." 12." 12 . " 12." 12." 12." 12." 12." 15. " 21. " 12."24. " CB-046-5-98 CB-047-3-16 CB-046-5-95 CB-046-5-08 CB-047-1-02 CB-047-1-10 CB-047-1-11 CB-046-5-94 CB-046-5-93 CB-047-1-93 CB-047-1-14 CB-047-1-13 CB-047-1-92 CB-047-3-02 CB-047-1-21 CB-047-1-18 CB-047-3-01 CB-047-1-94 CB-047-1-15 CB-047-1-91 CB-040-2-90 CB-039-6-03 CB-039-6-04 CB-039-6-92 CB-039-6-12 MH - 0 4 7 - 1 - 0 7 MH-046-5-13 MH-047 - 1 - 2 6 MH-047-1-01 MH-047-3-03 MH-047-3-90 MH-047-1-20MH-047-1-03 MH-047-1-23 MH-047-1-22 MH-040-2-02 MH-040-2-03 ADOBE CREEK PUMP STATION SD-210 103 00 2WELL 1 710 LF of 21- Inch Pipe Upgrade to 30- Inch 1 SD 007 -21000 Location of Corporation 105 Way Pump Station This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend CORRUGATED METAL PIPE Owned by SCVWD SCVWD Easement Scv wdeasement abc Scv wdeasements20040413 abc Corporation Way Pump Station 0 '2 10 ' AT T A C H M E N T A CITYOF PALOALTO I NC O R P O R A TED CALIFORNIA P a l o A l t o T h e C i t y o f APRIL 1 6 189 4 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto rhada, 2019-08-27 14:22:34 (\\cc-maps\Encompass\Admin\Meta\View.mdb) Item 10 Attachment A - Location Map 3803 East Bayshore Road        Item 10: Staff Report Pg. 6  Packet Pg. 370 of 660  3776 1000 1007 3750 3780 102 0 10 4 0 103 6 1015 10 8 5 106 9 105 1 104 1 103 5 102 5 3512 3520 3600 3530 1005 1003 3803 3500 3510 3801 1032 3921 1015 1023 3941 1010 1020 1029 1121 113 5 112 9 113 7 1052 1054 1056 1058 1047 1049 3975 113 1 113 3 3961 1001 11 0 1 1121 23251 1130 1128 1126 1124 122 37 5 1 37 4 9 37 4 7 37 4 5 37 4 3 37 4 1 37 5 8 37 6 0 37 6 2 37 6 4 37 6 6 37 6 8 37 5 7 37 5 9 37 6 1 37 6 3 37 6 5 37 6 7 37 6 9 13 2 144 11114 114 3 11161113 1115 3969 3997 3633 1119 37 5 6 37 5 5 37 3 9 1261 1221 115 7 390 5 1237 Adobe Creek Substation Floo d P o n d s P a r k i n g B a r r o n C r e e k EAS T M E LE EAS T BAYSHORE R O AD FABIA N W A Y COR P ORA T I O N WA Y EAS T BAYSHORE R O AD BAY S H ORE F R EEWAY BAY S H ORE F R EEWAY BAY S H O R E F R E E W A Y EAS T BAY S H O R E R O A D BAY S H O R E F R E E W A Y WES T BA Y S H O R E R O A D ORE R O A D ELW E L L C O U R T EAS T B SHAOYRSHE ORFRREEE R O WAD BAY RE F E E A BAY S H O WES T BAY S H WY BAY S H ORE F R EEWAY BAY S H O R E F R E E W A Y KLAMATH LN PA L O M A D R TR I N I T Y L N US L N TU O L SD SD SD SDSD SD SD SD SD SD OF OF O F WT- 0 3 9 - 5 - 5 6 OF-039-5-04 OF-040-2-01 OF-039-6-09 15." 15." 12." 15." 15." 15. " 12." 15. " 12. " 8.0' x 7 . 0 ' B o x 24." 18." 12." 15." 12. " 24 . " 21." 15." 12." 21." 21." 12." 22." 12." 12." 21. " 12."21." 12." 12." 12 . " 12." 12." 12." 12." 15." 21. " 12."24. " CB-039-6-10 CB-039-6-90 CB-039-6-11 CB-039-6-91 CB-046-5-04 CB-046-5-91 CB-046-5-02 CB-039-5-03 CB-039-5-05 CB-039-6-51 CB-039-6-02 CB-047-1-02 CB-046-5-94 CB-047-1-93 CB-047-1-14 CB-047-1-13 CB-047-1-92 CB-047-1-21 CB-047-1-18 CB-047-1-94 CB-047-1-15 CB-047-1-91 CB-040-2-90 CB-039-6-03 CB-039-6-04 CB-039-6-92 CB-039-6-12 MH-046-5-03 MH-047-1-01 MH-047-3-90 MH-047-1-20MH-047-1-03 MH-047-1-23 MH-047-1-22 MH-040-2-02 MH-040-2-03 FLAP GATES 1 SD-23000 1600 LF of 15-Inch Pip e Upgrade to 3 0-Inch SD-20000 L A oca Y tion of West Baysh ore Road Pump Station This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0 '2 19 ' AT T A C H M E N T B CITYOF PALOALTO I NC O R P O R A TED CALIFORNIA P a l o A l t o T h e C i t y o f APRIL 1 6 189 4 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto rhada, 2019-08-27 14:05:50 (\\cc-maps\Encompass\Admin\Meta\View.mdb) Item 10 Attachment B - Location Map 3600 West Bayshore Road        Item 10: Staff Report Pg. 7  Packet Pg. 371 of 660  City of Palo Alto Corporation Way System Upgrade and Pump Station & West Bayshore Road Pump Station and Trunkline Improvement Project SD 20000, SD 21000, SD 23000 BID FORM SUMMARY 1/27/2025 IFB 192033B BASE BID BID NO. BID ITEM DESCRIPTIONS QTY UNIT UNIT PRICE BID COST UNIT PRICE BID COST UNIT PRICE BID COST UNIT PRICE BID COST UNIT PRICE BID COST 1 Mobilization/Demobilization 1 LS $316,384 $ 316,384 $600,000.00 $600,000.00 600,000.00 600,000.00 $340,000.00 $340,000.00 $350,000.00 $350,000.00 2 Inert Solids and Recycling 1 LS $42,000 $ 42,000 $20,000.00 $20,000.00 85,500.00 85,500.00 $3,000.00 $3,000.00 $30,000.00 $30,000.00 3 SWPPP and BMP Compliance 1 LS $50,000 $ 50,000 $20,000.00 $20,000.00 178,000.00 178,000.00 $35,000.00 $35,000.00 $30,000.00 $30,000.00 4 Sheeting, shoring and bracing - West Bayshore Road Pump Station 1 LS $120,000 $ 120,000 $275,000.00 $275,000.00 120,000.00 120,000.00 $420,000.00 $420,000.00 $644,000.00 $644,000.00 5 Pump Station Excavation - West Bayshore Road Pump Station 1 LS $250,000 $ 250,000 $250,000.00 $250,000.00 500,000.00 500,000.00 $240,000.00 $240,000.00 $1,135,750.00 $1,135,750.00 6 Pump Station Structures and Appurtenances -West Bayshore Road Pump Station 1 LS $875,000 $ 875,000 $1,100,000.00 $1,100,000.00 1,337,000.00 1,337,000.00 $1,020,000.00 $1,020,000.00 $1,500,000.00 $1,500,000.00 7 Electrical Work - West Bayshore Road Pump Station 1 LS $370,000 $ 370,000 $780,000.00 $780,000.00 1,243,000.00 1,243,000.00 $910,000.00 $910,000.00 $641,500.00 $641,500.00 8 Concrete Driveway and Sidewalk - West Bayshore Road Pump Station 16 CY $2,310 $ 36,960 $2,730.00 $43,680.00 2,600.00 41,600.00 $3,600.00 $57,600.00 $1,000.00 $16,000.00 9 Site Improvements - West Bayshore Road Pump Station 1 LS $110,000 $ 110,000 $25,000.00 $25,000.00 87,000.00 87,000.00 $320,000.00 $320,000.00 $100,000.00 $100,000.00 10 Landscape and Irrigation - West Bayshore Road Pump Station 1 LS $35,000 $ 35,000 $15,000.00 $15,000.00 40,900.00 40,900.00 $20,000.00 $20,000.00 $12,500.00 $12,500.00 11 Sheeting, Shoring, and Bracing (Corporation Way Pump Station) - Corporation Way System Upgrades & Pump Station 1 LS $120,000 $ 120,000 $325,000.00 $325,000.00 83,540.00 83,540.00 $600,000.00 $600,000.00 $837,200.00 $837,200.00 12 Pump Station Excavation - Corporation Way System Upgrades & Pump Station 1 LS $150,000 $ 150,000 $300,000.00 $300,000.00 546,000.00 546,000.00 $298,000.00 $298,000.00 $1,475,000.00 $1,475,000.00 13 Pump Station Structures and Appurtenances - Corporation Way System Upgrades & Pump Station 1 LS $610,000 $ 610,000 $1,138,000.00 $1,138,000.00 1,642,000.00 1,642,000.00 $1,655,000.00 $1,655,000.00 $1,300,000.00 $1,300,000.00 14 Electrical Work - Corporation Way System Upgrades & Pump Station 1 LS $390,000 $ 390,000 $675,000.00 $675,000.00 1,600,000.00 1,600,000.00 $1,030,000.00 $1,030,000.00 $535,400.00 $535,400.00 15 Concrete Driveway and Sidewalk - Corporation Way System Upgrades & Pump Station 18 CY $2,310 $ 41,580 $1,630.00 $29,340.00 1,300.00 23,400.00 $2,600.00 $46,800.00 $1,000.00 $18,000.00 16 Site Improvements - Corporation Way System Upgrades & Pump Station 1 LS $65,795 $ 65,795 $28,000.00 $28,000.00 47,430.00 47,430.00 $140,000.00 $140,000.00 $100,000.00 $100,000.00 17 Landscape and Irrigation - Corporation Way System Upgrades & Pump Station 1 LS $40,000 $ 40,000 $35,000.00 $35,000.00 26,000.00 26,000.00 $47,000.00 $47,000.00 $29,500.00 $29,500.00 18 Electrical Conduit and Connection - Corporation Way System Upgrades & Pump Station 1 LS $40,000 $ 40,000 $16,000.00 $16,000.00 255,637.00 255,637.00 $12,000.00 $12,000.00 $75,000.00 $75,000.00 19 Utility Box Replacement 9 EA $10,000 $ 90,000 $2,500.00 $22,500.00 6,000.00 54,000.00 $9,400.00 $84,600.00 $2,000.00 $18,000.00 20 Unforeseen Utility Allowance 1 LS $35,000 $ 35,000 $35,000.00 $35,000.00 35,000.00 35,000.00 $35,000.00 $35,000.00 $35,000.00 $35,000.00 21 Custom Storm Drain Manholes - West Bayshore Road Pump Station Project 2 EA $20,000 $ 40,000 $31,000.00 $62,000.00 45,000.00 90,000.00 $120,000.00 $240,000.00 $60,000.00 $120,000.00 Base Bid Total $ 3,827,719 $5,794,520.00 8,636,007.00 $7,554,000.00 $9,002,850.00 10% Contingency $ 382,772 $ 579,452 $ 863,601 $ 755,400 $ 900,285 Total Base Bid $ 4,210,491 $6,373,972.00 9,499,607.70 $8,309,400.00 $9,903,135.00 RANGER PIPELINES LOWEST BIDDER ENGINEER'S ESTIMATE ANDERSON PACIFIC ANVIL BUILDERS JMB CONSTRUCTION Item 10 Attachment C - Bid Summary        Item 10: Staff Report Pg. 8  Packet Pg. 372 of 660  ALTERNATE BID BID NO. BID ITEM DESCRIPTIONS QUAN TITY UNIT UNIT PRICE BID COST UNIT PRICE BID COST UNIT PRICE BID COST UNIT PRICE BID COST UNIT PRICE BID COST 22 Sheeting, shoring and bracing - West Bayshore Road Trunkline Improvements 1 LS $266,000 $ 266,000 $12,000.00 $12,000.00 $244,000.00 $244,000.00 $67,000.00 $67,000.00 $60,000.00 $60,000.00 23 West Bayshore Trunkline - West Bayshore Road Trunkline Improvements (18" HDPE) 1665 LF $1,070 $ 1,781,550 $630.00 $1,048,950.00 $605.00 $1,007,325.00 $890.00 $1,481,850.00 $600.00 $999,000.00 24 City Standard Storm Drain Manholes - West Bayshore Road Trunkline Improvements 5 EA $14,000 $ 70,000 $30,000.00 $150,000.00 $15,000.00 $75,000.00 $28,000.00 $140,000.00 $10,000.00 $50,000.00 25 City Storm Drain Catch Basins-West Bayshore Road Trunk Line Improvements 1 EA $10,000 $ 10,000 $17,500.00 $17,500.00 $25,000.00 $25,000.00 $34,000.00 $34,000.00 $8,000.00 $8,000.00 26 Sheeting, Shoring, and Bracing (Corporation Way Trunkline) - Corporation Way System Upgrades & Pump Station 1 LS $80,000 $ 80,000 $980,000.00 $980,000.00 $348,000.00 $348,000.00 $425,000.00 $425,000.00 $280,000.00 $280,000.00 27 Corporation Way Trunkline - Corporation Way System Upgrades & Pump Station (24" HDPE) 800 LF $1,090 $ 872,000 $2,100.00 $1,680,000.00 $2,100.00 $1,680,000.00 $2,100.00 $1,680,000.00 $1,680.00 $1,344,000.00 28 City Standard Storm Drain Manholes- Corporation Way System Upgrades & Pump Station 6 EA $9,000 $ 54,000 $52,000.00 $312,000.00 $30,000.00 $180,000.00 $75,000.00 $450,000.00 $30,000.00 $180,000.00 Bid Alternate Total $ 3,133,550 $4,200,450.00 $3,559,325.00 $4,277,850.00 $2,921,000.00 10% Contingency $ 313,355 $ 420,045 $ 355,933 $ 427,785 $ 292,100 Total Alternate Bid $3,446,905.00 $4,620,495.00 $3,915,257.50 $4,705,635.00 $3,213,100.00 Total Base Bid + Alternate Bid 7,657,395.9 9,994,970.0 12,195,332.0 11,831,850.0 11,923,850.0 Over Engineer's Estimate:30.53% 59.26% 54.52% 55.72% ENGINEER'S ESTIMATE ANDERSON PACIFIC ANVIL BUILDERS JMB CONSTRUCTION RANGER PIPELINES LOWEST BIDDER Item 10 Attachment C - Bid Summary        Item 10: Staff Report Pg. 9  Packet Pg. 373 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: April 7, 2025 Report #:2411-3786 TITLE Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $290,947 for the Purchase of a 14 Foot Trailer with a RapidView Closed-Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Storm Drainage System Replacement and Rehabilitation Capital Improvement Program Project No. SD-06101; and Approval of a Budget Amendment in the Stormwater Management Fund and Vehicle Replacement and Maintenance Fund; CEQA Status - Exempt Under Sections 10560 and 10561 RECOMMENDATION Staff recommends that the City Council: 1. Approve and authorize the City Manager or their designee to execute a purchase order with Municipal Maintenance Equipment, Inc., an authorized dealer for RapidView LLC, in the Not-to-Exceed amount of $290,947, which includes a 5% contingency in the amount of $13,855 for unforeseen price increases, for the purchase of a 14’ Trailer with RapidView Closed-Circuit Television Crawler Camera System, utilizing a cooperative purchase agreement between RapidView LLC and Sourcewell, a cooperative purchasing agency serving government and not-for-profit organizations; and 2. Amend the Fiscal Year 2025 Budget Appropriation (2/3 vote needed) for: a. The Stormwater Management Fund by: i. Increasing the transfer to the Vehicle Replacement Fund in the amount of $290,947; and ii. Decreasing the Storm Drainage System Replacement and Rehabilitation Capital project (SD-06101) appropriation in the amount of $290,947; and b. The Vehicle Replacement and Maintenance Fund by: i. Increasing the transfer from the Stormwater Management Fund by $290,947; and Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 1  Packet Pg. 374 of 660  ii. Increasing the Scheduled Vehicle Equipment and Replacement Fiscal Year 2025 Capital project (VR-25000) with an appropriation in the amount of $290,947. BACKGROUND The Public Works Department acquired a Closed-Circuit Television (CCTV) Crawler Camera, in about 2005, to enhance the inspection of storm drain pipelines. This technology is utilized after the pipes have been hydro-flushed and cleaned by the staff, ensuring an accurate visual assessment of the pipeline system. As the crawler moves through the pipes, it captures high- resolution footage that can identify and document cracks, blockages, root intrusions, and other signs of deterioration. The information gathered from these CCTV inspections is essential for evaluating the structural integrity of the storm drain system, and identifying any damage, blockage, or deterioration. Based on the visual assessment of the storm drain’s condition, the department can develop a prioritized list of repairs, enabling a more efficient allocation of resources and timely maintenance to prevent potential failures in the drainage system. After two decades of continuous use, the existing CCTV Crawler Camera has reached the end of its serviceable life. The CCTV Crawler Camera is no longer in operation and has been determined to be irreparable. ANALYSIS The Public Works Department currently has one CCTV Crawler Camera. When the equipment was purchased, options to mount it onto a vehicle or trailer were not available. As a result, this equipment was not a part of the City’s fleet. The recommended new replacement camera crawler system is trailer-mounted and will be added to the City’s fleet for routine trailer maintenance and repairs. If the request to continue the use of the CCTV Crawler Camera program is not approved, the City could face several significant impacts and costs: 1. Increased Flooding Risks and Damage Costs: Without regular CCTV inspections, the City would have limited ability to proactively identify and address potential blockages, structural damage, or other issues within the storm drain system. This could result to localized flooding during heavy rain events, property damage, road closures, and potential safety hazards for residents and businesses. 2. Deterioration of Storm Drain Infrastructure: The lack of detailed and timely inspections could mean that minor defects in the storm drain system go undetected and worsen over time. This could lead to more severe structural failures, such as pipe collapses or sinkholes, which would be more costly to repair. Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 2  Packet Pg. 375 of 660  3. Regulatory and Environmental Compliance Risks: Storm drain systems are critical in managing water flow and preventing pollutants from entering natural waterways. Failure to adequately inspect and maintain these systems could result in non- compliance with local, state, or federal environmental regulations. Procurement Process Palo Alto Municipal Code section 2.30.360 (j) allows the use of cooperative purchasing agreements in lieu of conducting a competitive solicitation. Sourcewell, a cooperative purchasing agency serving governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies, conducted a Request for Proposal (RFP). The RFP for the procurement of Underground Infrastructure Inspection and Rehabilitation Equipment with Related Services was posted on the Sourcewell Procurement Portal in December 2021 with RapidView LLC being awarded the contract on January 13, 2022. The City requested a quote (Attachment A) from Municipal Maintenance Equipment, Inc. (the authorized dealer of RapidView LLC) on February 3, 2025, and received it on February 7, 2025. Staff recommends Council approve a purchase order (Attachment B) with Municipal Maintenance Equipment, Inc. for the CCTV Crawler Camera System Trailer described, via the cooperative purchase agreement with Sourcewell. The purchase order version provided has been reduced for printing purposes and is not the full contract with all exhibits. FISCAL/RESOURCE IMPACT To fund the recommended purchase, the Fiscal Year 2025 budget will be amended by decreasing the Storm Drainage System Replacement and Rehabilitation Capital Improvement Program Project (SD-06101) by $290,947 and increasing the Scheduled Vehicle and Equipment Replacement Fiscal Year 2025 Project (VR-25000). This purchase was planned in the Fiscal Year 2025 Adopted Capital Budget for the Storm Drainage System Replacement and Rehabilitation project. STAKEHOLDER ENGAGEMENT Requests for vehicle replacements are presented to the Fleet Review Committee (FRC) for approval during the development of the proposed budget and any deviation from these plans is also reviewed by the FRC. The FRC is comprised of executive leadership representatives from the Public Works and Administrative Services Departments and the City Manager’s Office. Additionally, Fleet staff review proposed vehicle replacements with the departments using the vehicles. FRC approved the replacement of this purchase on November 13, 2024. ENVIRONMENTAL REVIEW This purchase is exempt from the provisions of the California Environmental Quality Act (CEQA) under Sections 10560 and 10561. Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 3  Packet Pg. 376 of 660  ATTACHMENTS Attachment A: Quote Attachment B: Purchase Order APPROVED BY: Brad Eggleston, Director Public Works/City Engineer Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 4  Packet Pg. 377 of 660  Item 11 Attachment A - Quote        Item 11: Staff Report Pg. 5  Packet Pg. 378 of 660  Item 11 Attachment A - Quote        Item 11: Staff Report Pg. 6  Packet Pg. 379 of 660  Item 11 Attachment A - Quote        Item 11: Staff Report Pg. 7  Packet Pg. 380 of 660  Item 11 Attachment A - Quote        Item 11: Staff Report Pg. 8  Packet Pg. 381 of 660  Item 11 Attachment A - Quote        Item 11: Staff Report Pg. 9  Packet Pg. 382 of 660  City of Palo Alto City Council Staff Report no. 2411-3786 This City of Palo Alto (City) Purchase Order agreement (PO) with Municipal Maintenance Equipment, Inc., is made pursuant and subject to Sourcewell Contract No. 120721-RVL Municipal Maintenance Equipment, Inc., for the procurement of the equipment detailed in this PO. This PO is governed by California law without regard to conflict of law principles. The venue for any dispute under this PO is Santa Clara County, California. This PO by reference incorporates the following contract documents into this PO by reference as though fully set forth herein: 1. Sourcewell Contract No. 120721-RVL 2. Municipal Maintenance Equipment, Inc.,Pricing Sheet for Sourcewell Contract No. 120721-RVL 3. Municipal Maintenance Equipment, Inc. Quote Dated 2/7/25 (including pricing and specifications) 4. City Of Palo Alto Terms and Conditions. 0010 Camera and Trailer 1 EA 240,791.56 240,791.56 Purchase of CCTV Crawler Camera System using Sourcewell contract # 120721 with a total cost of $277,091.23 broken as: Vendor Address MUNICIPAL MAINTENANCE EQUIPMENT INC 4634 MAYHEW ROAD SACRAMENTO CA 95827 Tel: 916-922-1101 Fax: 916-922-1034 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Public Works Operations City of Palo Alto 3201 E. Bayshore Road Palo Alto/CA CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Chief Procurement Officer THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order. DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4525000373 Date 02/25/2025 Vendor No.100520 Payment Terms Payment Due 30 days FOB Point F.O.B Destination Ship via Vendor ship bestway Required Date 06/18/2025 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 1 of 2 Item 11 Attachment B - Purchase Order        Item 11: Staff Report Pg. 10  Packet Pg. 383 of 660  1. Sale price $250,591.43 2. Sourcewell Discount (4%) -$9,799.87 3. Freight $9,629.38 4. tax (9.13%) $23,170.29 5. Equipment Training (2 days) $3,500.00 City's Project Manager: Oscar Godinez, 650-496-5935, oscar.godinez@cityofpaloalto.org City's Operations Project Manager: Kaela Noakes, 650-496-5945, kaela.noakes@cityofpaloalto.org 0020 Equipment Training 2 - days 2 EA 1,750.00 3,500.00 0030 Freight 1 EA 9,629.38 9,629.38 0040 5% Contingency 1 USD 13,855.00 13,855.00 ------------------------- Sub-Total 267,775.94 Sales Tax 23,170.29 **** PRICE HAS BEEN QUOTED **** Vendor Address MUNICIPAL MAINTENANCE EQUIPMENT INC 4634 MAYHEW ROAD SACRAMENTO CA 95827 Tel: 916-922-1101 Fax: 916-922-1034 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Public Works Operations City of Palo Alto 3201 E. Bayshore Road Palo Alto/CA CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Chief Procurement Officer Total 290,946.23 THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order. DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4525000373 Date 02/25/2025 Vendor No.100520 Payment Terms Payment Due 30 days FOB Point F.O.B Destination Ship via Vendor ship bestway Required Date 06/18/2025 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 2 of 2 Item 11 Attachment B - Purchase Order        Item 11: Staff Report Pg. 11  Packet Pg. 384 of 660  CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 1 OF 3 ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to reject any and all quotations, to waive any informalities, and, unless otherwise specified by Seller, to accept any item in a quotation. By accepting or filing this Purchase Order (P.O.), Seller agrees to the terms and conditions herein which shall prevail over any inconsistent provision in any form or other paper submitted by Seller. All shipments or services performed shall be deemed to have been made pursuant hereto. No other terms are acceptable. This P.O., including all specifications and drawings, shall constitute the entire agreement between the parties unless modified in writing by City. CITY'S PROPERTY: Seller agrees that the information, tools, jigs, dies, or materials, and drawings, patterns, and specification supplied or paid for by City shall be and remain City property and shall be held by Seller for City unless directed otherwise. Seller shall account for such items and keep them protected, insured, and in good working conditions without expense to City. DELIVERY: The terms of delivery are as stated on the reverse side hereof. The obligation of Seller to meet the delivery dates, specifications, and quantities set forth herein is of the essence of this P.O. No boxing, packing, or cartage charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified pursuant to City's written instruction. Items not delivered may be canceled without penalty to City. Shipments in greater or lesser quantity that ordered may be returned at Seller's expense unless written authorization is issued by City. PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplies, services and/or installations unless City expressly agrees otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction in the price of any item(s) listed herein which may be made by Seller at any time prior to the last delivery of goods or services covered by this P.O. TERMINATION: City shall have the right to terminate this P.O. or any part thereof upon ten (10) days notice in writing to Seller. (1) Without Cause. City may terminate all or any part of this P.O. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty (30) days after effective date of termination. (2) For Cause. If Seller fails to make any delivery in accordance with the agreed delivery date, delivery schedule, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to any other right or remedy provided by this P.O. or by law, terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase supplies or services elsewhere on such terms or in such manner as City may deem appropriate and Seller shall be liable to City for any cost and other expenses incurred by City, which is charged to City. CHANGES: City shall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications, the quantity of items called for, delivery schedules, and requirements covering testing, packaging, or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then (10) days after receipt by Seller of notice of such change. Price increases or extensions of time for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's Purchasing Manager. INSPECTION: City shall have the right to inspect and approve or reject any materials, supplies, services and/or installations upon arrival of notice of completion prior to payment without regard to the manner of shipment, completion, or any shipping or price terms contained in this P.O. All materials, supplies, services and/or installations must be furnished as specified. (1) Defective, damaged, and nonconforming materials and/or supplies may be returned for credit or refund, at Seller's expense. City may charge Seller for all expenses of unpacking, examining, repacking and reshipping of such materials and/or supplies. (2) Defective, incorrect and nonconforming services and/or installations may be returned for credit or refund, at Seller's expense. All of the above notwithstanding prior payment by City. WARRANTY: Seller expressly warrants that all materials, supplies, services and/or installations covered by this P.O. shall: (1) conform to the specifications, drawings, samples, or other descriptions specified by City or if none are so specified, to Seller's standard specification or the standards of the ASTM or ANSI or other national standard organizations; (2) be new and unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label; (3) be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous); (4) be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended); (5) be produced or transferred or disposed of as required by federal and state laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Hazardous Waste Regulations; and other toxic laws and programs. Seller further expressly agrees to protect, indemnify, and hold harmless City, its employees and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Seller's failure to furnish materials or supplies or perform services that conform with any warranty contained herein. (6) have good marketable title. GOVERNING LAW: This P.O. shall be governed by the laws of the State of California. INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance, that he/she is an independent contractor. Seller shall protect, defend, and indemnify and hold City harmless against all damages, liability, claims, losses and expenses (including attorney's fees) arising out of , or resulting in any way from Seller's negligence in providing the goods or services purchased hereunder or from any act or omission of Seller, its agents, employees, or subcontractors, Seller shall maintain such public liability insurance, including contractual liability, automobile and general public liability, (including non-owned automobile liability) Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage, liabilities, claims, losses, and expenses (including attorney's fees). Seller agrees to submit certificates of insurance, evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it is in compliance with the Equal Opportunity Clause required by Executive Order 11246, as amended, and the Palo Alto Municipal Code, as amended, including Affirmative Action Compliance Programs for Veterans; Handicapped; and Minority Business, and other equal opportunity programs. FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such materials, supplies, services and or installations at the direction of City and shall deliver them when the cause affecting the delay has been removed. City shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this P.O. and City's request. Seller shall also be excused if delivery is delayed by unforeseen events beyond its reasonable control, provided Seller notifies City as soon as they occur. City may cancel this P.O. if such delay exceeds thirty (30) days from the original delivery date. Seller shall use its best efforts to grant preference to this P.O. over those of other customers, which were placed after this P.O. AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O. on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or factor relationship to City. Seller shall be deemed to have the legal authority to enter into this P.O. with City on behalf of the third party. INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the terms of this P.O. and the attached specification with respect to any obligation of Seller, the provision which impose the greater obligations upon Seller shall prevail. Item 11 Attachment B - Purchase Order        Item 11: Staff Report Pg. 12  Packet Pg. 385 of 660  CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 2 OF 3 ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS: Seller agrees to comply with the City's Environmentally Preferred Purchasing Requirements. (1) Hazardous Waste: Seller shall take-back all spent or otherwise discarded hazardous products sold to the City by the Seller if the spent or discarded products are classified as hazardous or universal wastes by State or Federal regulations. Seller shall provide convenient collection and recycling services (or disposal services if recycling technology is unavailable) for all universal wastes, which originate from the Vendor. Hazardous waste manifests or bills of lading must be provided to City staff upon request. Recycling and reuse of hazardous wastes must occur within the United States. Universal waste lists and information are available www.dtsc.ca.gov/HazardousWaste/UniversalWaste/. A hazardous waste list is available at http://www.calrecycle.ca.gov/LEA/Training/wasteclass/yep.htm. Additional information can be obtained by contacting the City of Palo Alto Hazardous Waste Department at (650) 496-6980. (2) Zero Waste and Pollution Prevention: Per Palo Alto City Council policy, the City is targeting to achieve Zero Waste by 2021. The City must also meet Municipal Regional Stormwater Permit requirements requiring no visible impact from litter via stormdrains by 2022. To that end the vendor, manufacturer and or contractor must individually or collaboratively comply with the waste reduction, reuse and recycling requirements of the City's Zero Waste and Pollution Prevention Programs. Seller acknowledges and agrees that if Seller fails to fully and satisfactorily comply with these requirements, the City will suffer, as a result of Seller's failure, substantial damages which are both extremely difficult and impracticable to ascertain. Therefore, the Seller agrees that in addition to all other damages to which the City may be entitled, in the event Seller fails to comply with the below requirements Seller shall pay City as liquidated damages the amounts specified below. The liquidated damage amount is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer as a result of such non-compliance. Sellers shall adhere to the standard that all printed materials provided to the City that are generated from a personal computer and printer including, proposals, quotes, invoices, reports, and public education materials shall be double-sided, printed on a minimum of 30% post-consumer content paper or greater unless otherwise approved by the City's Environmental Services Division (650) 329-2117. Materials printed by a professional printing company shall be a minimum of 30% post-consumer material or greater and printed with vegetable based inks. Liquidated damages of $30 per document will be assessed by City for failure to adhere to this requirement. All paper packaging must be Forest Stewardship Council (FSC) Certified. All primary, secondary and shipping (tertiary) packaging be minimized to the maximum extent feasible while protecting the product being shipped. All primary, secondary and shipping packaging shall be recyclable in the City's recycling program. A complete list of items accepted for recycling are found at www.zerowastepaloalto.org or by calling (650) 496-5910. If any portion is received that does not meet this requirement, liquidated damages of $235 or a minimum of $50 if the combined product and shipping cost is $235 or less will be assessed by City for failure to adhere to this requirement. Expanded foam plastics (e.g., foam or cushion blocks, trays, packing 'peanuts'), such as but not limited to polystyrene (aka Styrofoam[tm]), polypropylene, or polyurethane shall not be used as primary, secondary or tertiary/shipping packaging with the following exceptions: o Primary packaging made from these materials may be used if the vendor, manufacturer, contractor individually or collaboratively does one of the following: (a) takes the material back at the City's convenience and at no cost to the City, or (b) pays the City of Palo Alto's disposal costs via payment of liquidated damages of $235, or a minimum of $50 if the combined product and shipping cost is $235 or less. o Bioplastics that meet ASTM D6400 standards for compostability may be accepted with approval from the City's Environmental Services Division subject to local municipal compost facility requirements. o If approved by the City's Environmental Services Division, a packaging requirement may be waived if no other viable packaging alternative exists. Reusable/returnable pallets shall be used and taken back by the Seller, at no additional cost to the City. Seller shall provide documentation upon request ensuring reuse of pallets and/or recycling of broken pallets. Liquidated damages of $262 or a minimum of $50 if the combined product and shipping cost is $262 or less will be assessed by City for failure to adhere to this requirement. (3) Energy and Water Efficiency: Seller shall provide products with an ENERGY STAR, Water Sense or State of California standard rating, whichever is more efficient, when ratings exist for those products. A life cycle cost analysis shall be provided to the City upon request and shall at minimum include: first cost, operating costs, maintenance costs, and disposal costs. Contacts for additional information about City of Palo Alto Hazardous Waste, Zero Waste and Utilities programs: Hazardous Waste Program (Public Works) (650) 496-6980 Zero Waste Program (Public Works) (650) 496-5910 Watershed Protection (650) 329-2117 Energy Efficiency (650) 496-2244 (4) Liquidated Damages: Seller agrees that failure to comply with the City's Environmentally Preferred Purchasing Requirements will result in Liquidated Damages, according to the table marked Liquidated Damages on page 3 of this P.O. Item 11 Attachment B - Purchase Order        Item 11: Staff Report Pg. 13  Packet Pg. 386 of 660  Event of Non-Performance Recycled Paper Use Failure to use 30% recycled content paper Recyclable Packaging Materials Failure of Seller to use secondary and shipping packaging that is recyclable in the City's recycling program. Expanded Foam Plastics Unapproved use of expanded foam plastics for secondary or shipping packaging Pallet Use Failure of Seller to take-back and reuse pallets, recycling only broken pallets, at no additional cost to the City. Acceptable Performance Level (Allowed events per Fiscal Year) 1 1 0 1 Liquidated Damage Amount $30 per each document $235 or a minimum of $50 if the combined product and shipping cost is $250 or less will be incurred if this is not adhered to. $235 or a minimum of $50 if the combined product and shipping cost is $235 or less $262 or a minimum of $50 if the combined product and shipping cost is $2 or less CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE NONCOMPLIANCE WITH ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS, LIQUIDATED DAMAGES: The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of liquidated damages; the acceptable performance level, and the amount of liquidated damages for failure to meet the contractually required standards of performance. PAGE 3 OF 3 Item 11 Attachment B - Purchase Order        Item 11: Staff Report Pg. 14  Packet Pg. 387 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: April 7, 2025 Report #:2408-3381 TITLE Approval of a Purchase Order with Municipal Maintenance Equipment, Inc. in an Amount Not to Exceed $520,020 for the Purchase of a 2024 All-Electric Ford E-Transit Van with a Closed- Circuit Television Crawler Camera System, Utilizing a Cooperative Purchase Agreement, as Part of the Fiscal Year 2024 Scheduled Vehicle and Equipment Replacement Capital Improvement Project (VR-24000); CEQA Status – Exempt Under Sections 10560 and 105671 RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute a purchase order with Municipal Maintenance Equipment, Inc. in the total Not to Exceed amount of $520,020, including 5% contingency in the amount of $24,763 for unforeseen price increases, for the purchase of one new 2024 All-Electric Ford E-Transit Van with a Closed-Circuit Television Crawler Camera System, utilizing cooperative purchase agreement number 120721 between RapidView, LLC., and Sourcewell, a cooperative purchasing agency serving government and not-for-profit organizations. BACKGROUND The Vehicle and Equipment Use, Maintenance, and Replacement Policy section 4-1 provides for the on-going replacement of City fleet vehicles and equipment. Replacements are scheduled using guidelines based on age, mileage accumulation, and obsolescence. Policy 4-1 prescribes a replacement interval for trucks with service bodies of ten years or 100,000 miles. Replacement of unit 8793 is programmed in the Fiscal Year 2024 Scheduled Vehicle and Equipment Replacement Capital Improvement Program project VR-24000. Closed-Circuit Television (CCTV) inspections are a critical requirement for all sanitary sewer system operators. This vehicle serves as a critical pipe inspection platform, enabling operators to accurately assess the condition of sewer pipes. The operator uses a wheeled robot equipped with a camera and sensors to enter the pipe, capturing both video and still images. These visuals are then entered into and processed by software that generates specialized reports used Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 1  Packet Pg. 388 of 660  by management to make key determinations and operational decisions. The CCTV Crawler Camera supports the following functions: •Provide engineering staff with accurate data to identify degraded sewer pipes in need of replacement. This information is used to guide future capital improvement projects. •Verify the quality of sewer cleaning and modify cleaning schedules as needed. •Determine the cause of spills and stoppages. •Verify the presence or absence of cross-bores, including gas lines and communications conduits. •Locate connections to the sewer system. •Document and locate inflows into the system and outflows leaving the system. ANALYSIS Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 2  Packet Pg. 389 of 660  these increases were not passed on to the consumer but absorbed by the manufacturers and vendors, we are now subject to last minute price changes. The contingency allows for staff to proceed with the purchase without having to return to Council for authorization in the event of a minor price increase. 1, a cooperative purchasing agency serving governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies. Sourcewell conducted a Request for Proposals under which MME was an awarded vendor. To participate under the cooperative agreement, a Request for Quotation was sent to Sourcewell, and staff received a quote from MME on February 10, 2025 (Attachment A). FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: 1 Sourcewell Contract with RapidView; https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/public- services/fleet/rapidview-sourcewell-contract-120721-1.pdf Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 3  Packet Pg. 390 of 660  Item 12 Attachment A - Quote        Item 12: Staff Report Pg. 4  Packet Pg. 391 of 660  Item 12 Attachment A - Quote        Item 12: Staff Report Pg. 5  Packet Pg. 392 of 660  Item 12 Attachment A - Quote        Item 12: Staff Report Pg. 6  Packet Pg. 393 of 660  Item 12 Attachment A - Quote        Item 12: Staff Report Pg. 7  Packet Pg. 394 of 660  Item 12 Attachment A - Quote        Item 12: Staff Report Pg. 8  Packet Pg. 395 of 660  **ATTN: JAMES WHEELER *** City of Palo Alto City Council Staff Report no. 2408-3381 This City of Palo Alto (City) Purchase Order agreement (PO) with Municipal Maintenance Equipment, Inc., is made pursuant and subject to Sourcewell Contract No. 120721-RVL Municipal Maintenance Equipment, Inc., for the procurement of the equipment detailed in this PO. This PO is governed by California law without regard to conflict of law principles. The venue for any dispute under this PO is Santa Clara County, California. This PO by reference incorporates the following contract documents into this PO by reference as though fully set forth herein: 1. Sourcewell Contract No. 120721-RVL 2. Municipal Maintenance Equipment, Inc.,Pricing Sheet for Sourcewell Contract No. 120721-RVL 3. Municipal Maintenance Equipment, Inc.,Quote No. dated February 7, 2025 pricing and specifications) 4. City Of Palo Alto Terms and Conditions. 0010 Ford E-Transit HiRoof CCTV Van 1 EA 435,714.72 435,714.72 Purchase one Ford E-Transit Hi Roof CCTV Van Vendor Address MUNICIPAL MAINTENANCE EQUIPMENT INC 4634 MAYHEW ROAD SACRAMENTO CA 95827 Tel: 916-922-1101 Fax: 916-922-1034 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Chief Procurement Officer THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order. DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4525000372 Date 02/25/2025 Vendor No.100520 Payment Terms Payment Due 30 days FOB Point F.O.B Destination Ship via Vendor to ship best method Required Date 06/18/2025 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 1 of 3 Item 12 Attachment B - Purchase Order        Item 12: Staff Report Pg. 9  Packet Pg. 396 of 660  Sourcewell Contract: 120721-RVL Delivery: 9 months after receipt of PO TOTAL: $495,257.37: * 453,467.10 unit * -17,752.38 discount * 9,629.38 freight * 3,500.00 Labor * 5,000.00 Equipment Training * 41,413.27 SAP to Calculate Sales Tax (9.125%) * Line 50 includes 5% contingency for a possible price fluctiation New unit 8799 (replaces 8793) WGW 0020 Freight / PDI 1 EA 9,629.38 9,629.38 Vendor shall handle DMV Registration PROJECT MANAGER: John Dimas Flores 650-838-2904 John.DimasFlores@cityofpaloalto.org SEND INVOICE TO: EQUIPMENT MANAGEMENT 0030 Labor Prep 1 EA 3,500.00 3,500.00 0040 Training (2 Days) 2 EA 2,500.00 5,000.00 Vendor Address MUNICIPAL MAINTENANCE EQUIPMENT INC 4634 MAYHEW ROAD SACRAMENTO CA 95827 Tel: 916-922-1101 Fax: 916-922-1034 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Chief Procurement Officer THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order. DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4525000372 Date 02/25/2025 Vendor No.100520 Payment Terms Payment Due 30 days FOB Point F.O.B Destination Ship via Vendor to ship best method Required Date 06/18/2025 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 2 of 3 Item 12 Attachment B - Purchase Order        Item 12: Staff Report Pg. 10  Packet Pg. 397 of 660  0050 5% Contingency 1 USD 24,763.00 24,763.00 ------------------------- Sub-Total 478,607.10 Sales Tax 41,413.28 **** PRICE HAS BEEN QUOTED **** Vendor Address MUNICIPAL MAINTENANCE EQUIPMENT INC 4634 MAYHEW ROAD SACRAMENTO CA 95827 Tel: 916-922-1101 Fax: 916-922-1034 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Chief Procurement Officer Total 520,020.38 THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order. DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4525000372 Date 02/25/2025 Vendor No.100520 Payment Terms Payment Due 30 days FOB Point F.O.B Destination Ship via Vendor to ship best method Required Date 06/18/2025 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 3 of 3 Item 12 Attachment B - Purchase Order        Item 12: Staff Report Pg. 11  Packet Pg. 398 of 660  CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 1 OF 3 ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to reject any and all quotations, to waive any informalities, and, unless otherwise specified by Seller, to accept any item in a quotation. By accepting or filing this Purchase Order (P.O.), Seller agrees to the terms and conditions herein which shall prevail over any inconsistent provision in any form or other paper submitted by Seller. All shipments or services performed shall be deemed to have been made pursuant hereto. No other terms are acceptable. This P.O., including all specifications and drawings, shall constitute the entire agreement between the parties unless modified in writing by City. CITY'S PROPERTY: Seller agrees that the information, tools, jigs, dies, or materials, and drawings, patterns, and specification supplied or paid for by City shall be and remain City property and shall be held by Seller for City unless directed otherwise. Seller shall account for such items and keep them protected, insured, and in good working conditions without expense to City. DELIVERY: The terms of delivery are as stated on the reverse side hereof. The obligation of Seller to meet the delivery dates, specifications, and quantities set forth herein is of the essence of this P.O. No boxing, packing, or cartage charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified pursuant to City's written instruction. Items not delivered may be canceled without penalty to City. Shipments in greater or lesser quantity that ordered may be returned at Seller's expense unless written authorization is issued by City. PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplies, services and/or installations unless City expressly agrees otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction in the price of any item(s) listed herein which may be made by Seller at any time prior to the last delivery of goods or services covered by this P.O. TERMINATION: City shall have the right to terminate this P.O. or any part thereof upon ten (10) days notice in writing to Seller. (1) Without Cause. City may terminate all or any part of this P.O. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty (30) days after effective date of termination. (2) For Cause. If Seller fails to make any delivery in accordance with the agreed delivery date, delivery schedule, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to any other right or remedy provided by this P.O. or by law, terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase supplies or services elsewhere on such terms or in such manner as City may deem appropriate and Seller shall be liable to City for any cost and other expenses incurred by City, which is charged to City. CHANGES: City shall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications, the quantity of items called for, delivery schedules, and requirements covering testing, packaging, or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then (10) days after receipt by Seller of notice of such change. Price increases or extensions of time for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's Purchasing Manager. INSPECTION: City shall have the right to inspect and approve or reject any materials, supplies, services and/or installations upon arrival of notice of completion prior to payment without regard to the manner of shipment, completion, or any shipping or price terms contained in this P.O. All materials, supplies, services and/or installations must be furnished as specified. (1) Defective, damaged, and nonconforming materials and/or supplies may be returned for credit or refund, at Seller's expense. City may charge Seller for all expenses of unpacking, examining, repacking and reshipping of such materials and/or supplies. (2) Defective, incorrect and nonconforming services and/or installations may be returned for credit or refund, at Seller's expense. All of the above notwithstanding prior payment by City. WARRANTY: Seller expressly warrants that all materials, supplies, services and/or installations covered by this P.O. shall: (1) conform to the specifications, drawings, samples, or other descriptions specified by City or if none are so specified, to Seller's standard specification or the standards of the ASTM or ANSI or other national standard organizations; (2) be new and unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label; (3) be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous); (4) be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended); (5) be produced or transferred or disposed of as required by federal and state laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Hazardous Waste Regulations; and other toxic laws and programs. Seller further expressly agrees to protect, indemnify, and hold harmless City, its employees and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Seller's failure to furnish materials or supplies or perform services that conform with any warranty contained herein. (6) have good marketable title. GOVERNING LAW: This P.O. shall be governed by the laws of the State of California. INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance, that he/she is an independent contractor. Seller shall protect, defend, and indemnify and hold City harmless against all damages, liability, claims, losses and expenses (including attorney's fees) arising out of , or resulting in any way from Seller's negligence in providing the goods or services purchased hereunder or from any act or omission of Seller, its agents, employees, or subcontractors, Seller shall maintain such public liability insurance, including contractual liability, automobile and general public liability, (including non-owned automobile liability) Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage, liabilities, claims, losses, and expenses (including attorney's fees). Seller agrees to submit certificates of insurance, evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it is in compliance with the Equal Opportunity Clause required by Executive Order 11246, as amended, and the Palo Alto Municipal Code, as amended, including Affirmative Action Compliance Programs for Veterans; Handicapped; and Minority Business, and other equal opportunity programs. FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such materials, supplies, services and or installations at the direction of City and shall deliver them when the cause affecting the delay has been removed. City shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this P.O. and City's request. Seller shall also be excused if delivery is delayed by unforeseen events beyond its reasonable control, provided Seller notifies City as soon as they occur. City may cancel this P.O. if such delay exceeds thirty (30) days from the original delivery date. Seller shall use its best efforts to grant preference to this P.O. over those of other customers, which were placed after this P.O. AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O. on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or factor relationship to City. Seller shall be deemed to have the legal authority to enter into this P.O. with City on behalf of the third party. INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the terms of this P.O. and the attached specification with respect to any obligation of Seller, the provision which impose the greater obligations upon Seller shall prevail. Item 12 Attachment B - Purchase Order        Item 12: Staff Report Pg. 12  Packet Pg. 399 of 660  CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 2 OF 3 ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS: Seller agrees to comply with the City's Environmentally Preferred Purchasing Requirements. (1) Hazardous Waste: Seller shall take-back all spent or otherwise discarded hazardous products sold to the City by the Seller if the spent or discarded products are classified as hazardous or universal wastes by State or Federal regulations. Seller shall provide convenient collection and recycling services (or disposal services if recycling technology is unavailable) for all universal wastes, which originate from the Vendor. Hazardous waste manifests or bills of lading must be provided to City staff upon request. Recycling and reuse of hazardous wastes must occur within the United States. Universal waste lists and information are available www.dtsc.ca.gov/HazardousWaste/UniversalWaste/. A hazardous waste list is available at http://www.calrecycle.ca.gov/LEA/Training/wasteclass/yep.htm. Additional information can be obtained by contacting the City of Palo Alto Hazardous Waste Department at (650) 496-6980. (2) Zero Waste and Pollution Prevention: Per Palo Alto City Council policy, the City is targeting to achieve Zero Waste by 2021. The City must also meet Municipal Regional Stormwater Permit requirements requiring no visible impact from litter via stormdrains by 2022. To that end the vendor, manufacturer and or contractor must individually or collaboratively comply with the waste reduction, reuse and recycling requirements of the City's Zero Waste and Pollution Prevention Programs. Seller acknowledges and agrees that if Seller fails to fully and satisfactorily comply with these requirements, the City will suffer, as a result of Seller's failure, substantial damages which are both extremely difficult and impracticable to ascertain. Therefore, the Seller agrees that in addition to all other damages to which the City may be entitled, in the event Seller fails to comply with the below requirements Seller shall pay City as liquidated damages the amounts specified below. The liquidated damage amount is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer as a result of such non-compliance. Sellers shall adhere to the standard that all printed materials provided to the City that are generated from a personal computer and printer including, proposals, quotes, invoices, reports, and public education materials shall be double-sided, printed on a minimum of 30% post-consumer content paper or greater unless otherwise approved by the City's Environmental Services Division (650) 329-2117. Materials printed by a professional printing company shall be a minimum of 30% post-consumer material or greater and printed with vegetable based inks. Liquidated damages of $30 per document will be assessed by City for failure to adhere to this requirement. All paper packaging must be Forest Stewardship Council (FSC) Certified. All primary, secondary and shipping (tertiary) packaging be minimized to the maximum extent feasible while protecting the product being shipped. All primary, secondary and shipping packaging shall be recyclable in the City's recycling program. A complete list of items accepted for recycling are found at www.zerowastepaloalto.org or by calling (650) 496-5910. If any portion is received that does not meet this requirement, liquidated damages of $235 or a minimum of $50 if the combined product and shipping cost is $235 or less will be assessed by City for failure to adhere to this requirement. Expanded foam plastics (e.g., foam or cushion blocks, trays, packing 'peanuts'), such as but not limited to polystyrene (aka Styrofoam[tm]), polypropylene, or polyurethane shall not be used as primary, secondary or tertiary/shipping packaging with the following exceptions: o Primary packaging made from these materials may be used if the vendor, manufacturer, contractor individually or collaboratively does one of the following: (a) takes the material back at the City's convenience and at no cost to the City, or (b) pays the City of Palo Alto's disposal costs via payment of liquidated damages of $235, or a minimum of $50 if the combined product and shipping cost is $235 or less. o Bioplastics that meet ASTM D6400 standards for compostability may be accepted with approval from the City's Environmental Services Division subject to local municipal compost facility requirements. o If approved by the City's Environmental Services Division, a packaging requirement may be waived if no other viable packaging alternative exists. Reusable/returnable pallets shall be used and taken back by the Seller, at no additional cost to the City. Seller shall provide documentation upon request ensuring reuse of pallets and/or recycling of broken pallets. Liquidated damages of $262 or a minimum of $50 if the combined product and shipping cost is $262 or less will be assessed by City for failure to adhere to this requirement. (3) Energy and Water Efficiency: Seller shall provide products with an ENERGY STAR, Water Sense or State of California standard rating, whichever is more efficient, when ratings exist for those products. A life cycle cost analysis shall be provided to the City upon request and shall at minimum include: first cost, operating costs, maintenance costs, and disposal costs. Contacts for additional information about City of Palo Alto Hazardous Waste, Zero Waste and Utilities programs: Hazardous Waste Program (Public Works) (650) 496-6980 Zero Waste Program (Public Works) (650) 496-5910 Watershed Protection (650) 329-2117 Energy Efficiency (650) 496-2244 (4) Liquidated Damages: Seller agrees that failure to comply with the City's Environmentally Preferred Purchasing Requirements will result in Liquidated Damages, according to the table marked Liquidated Damages on page 3 of this P.O. Item 12 Attachment B - Purchase Order        Item 12: Staff Report Pg. 13  Packet Pg. 400 of 660  Event of Non-Performance Recycled Paper Use Failure to use 30% recycled content paper Recyclable Packaging Materials Failure of Seller to use secondary and shipping packaging that is recyclable in the City's recycling program. Expanded Foam Plastics Unapproved use of expanded foam plastics for secondary or shipping packaging Pallet Use Failure of Seller to take-back and reuse pallets, recycling only broken pallets, at no additional cost to the City. Acceptable Performance Level (Allowed events per Fiscal Year) 1 1 0 1 Liquidated Damage Amount $30 per each document $235 or a minimum of $50 if the combined product and shipping cost is $250 or less will be incurred if this is not adhered to. $235 or a minimum of $50 if the combined product and shipping cost is $235 or less $262 or a minimum of $50 if the combined product and shipping cost is $2 or less CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE NONCOMPLIANCE WITH ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS, LIQUIDATED DAMAGES: The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of liquidated damages; the acceptable performance level, and the amount of liquidated damages for failure to meet the contractually required standards of performance. PAGE 3 OF 3 Item 12 Attachment B - Purchase Order        Item 12: Staff Report Pg. 14  Packet Pg. 401 of 660  5 0 5 9 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: April 7, 2025 Staff Report: 2411-3788 TITLE Approval of Three Professional Service Agreements: Contract No. C25193590A with 4Leaf, Inc., Contract No. C25193590B with CMI Contractors, Inc., and Contract No. C25193590C with Park Engineering, Inc, in the Aggregate Amount Not-to-Exceed $6 Million for a Period of Three Years for On-Call Field Inspections and Construction Management Services to Support Electric and Fiber Utilities’ Capital Improvement Projects (CIPs) Including the Grid Modernization Project; CEQA Status: Not a project. RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or designee to execute three professional service agreements with the following vendors in the combined total amount not-to-exceed $6 million for a period of three years for on-call field inspections and construction management services for Electric and Fiber Utility CIPs: 1) Contract No. C25193590A with 4Leaf, Inc. (Attachment A) 2) Contract No. C25193590B with CMI Contractors, Inc. (Attachment B), and 3) Contract No. C25193590C with Park Engineering, Inc. (Attachment C). EXECUTIVE SUMMARY The current Fiscal Year 2025 total budget for Electric Utilities CIP Projects is $75 million, which includes the Grid Modernization Project, Foothills Rebuild Project, and multiple substation and distribution system improvement projects which are projected to extend out to five years before final completion. These on-call services contracts will provide construction management and inspection services when there are insufficient internal staff available. This will allow the Utilities Department to add resources to efficiently manage workloads, uphold a high level of service to residents and businesses, and use resources with specialized expertise on complex projects. Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 1  Packet Pg. 402 of 660  5 0 5 9 The Fiscal Year 2025 total budget for Fiber Optic Services is $27 million, which includes Fiber Optic system improvements, system rebuilds, and Fiber-to-the-Premise (FTTP). These projects will require construction staffing resources with specific Electric Utility expertise, and generally, a total of 10% of the Utilities Department CIP project cost is budgeted for internal or external field inspections and construction management services. BACKGROUND Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 2  Packet Pg. 403 of 660  5 0 5 9 When soliciting contract inspectors or construction managers, staff contacts each company and requests qualified staffing for the project. Candidate resumes are provided by each company for available personnel with the requested experience. Staff evaluates each resume and the candidate’s availability compared to when the project is anticipated to start. If a candidate is not available, staff can move around internal resources or delay the project until a qualified candidate is available. Having three companies under contract allows flexibility to onboard a qualified candidate and ensure the project starts on time with qualified staff. ANALYSIS 1) for on-call field inspection and construction management services was issued via OpenGov on June 4, 2024. A total of 3,258 vendors were notified in the City’s electronic procurement system. At the end of the advertisement period, three proposals were received from 4Leaf, Inc. Park Engineering, Inc., and CMI Contractors, Inc. The criteria in selecting the firms include experience in working on Electric, and Fiber projects, sufficient staffing, cost to the City, quality of the proposal, and prior record of performance with the City or other agencies. Staff verified the criteria and proposals of the three firms to be satisfactory. 2). CMI Contractors Inc., specializes in electric utility construction management and field inspection, the flexibility of this RFP enables the opportunity for a industry specific company such as CMI Contractors to bid, expanding the typical response pool. 1 RFP #190944 https://procurement.opengov.com/portal/palo-alto-ca/projects/98927 2 Council Report ID # 2407-3222 https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=d1028eac- 5073-4d54-b84f-ef3325ce78df Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 3  Packet Pg. 404 of 660  5 0 5 9 services, to ensure the availability of experienced staff when needed. On-call services will be assigned on a Task Order basis depending on which contractor has the staffing availability and relevant expertise for an upcoming City CIP. When services are needed, the City will contact the firms regarding their availability to perform the necessary work and request project-specific proposals and resumes for proposed staff. Individual Utilities project managers will be responsible for evaluating the adequacy of each Task Order’s proposed scope of work, reviewing the experience and billing rates of proposed staff with a project team, ensuring appropriately qualified staff are assigned to each Task Order, and managing each Task Order budget ultimately with the Assistant Director of Electric Operations and Engineering approving the task orders. The overall contract will be managed by Utilities’ Strategic Business Manager. Table 1: Summary of Request for Proposal Proposal Title On-Call Field Inspection and Construction Management Services for Utilities Proposal Number Proposed Length of Project # of Notices sent to Vendors via City’s eProcurement System (OpenGov) # of RFP Packages Downloaded by Firms Total Days to Respond to Proposal Pre-Proposal Teleconference # of Company Attendees at Pre-proposal Meeting # of Proposals Received Range of Cost Proposals Company Name Location (City, State) Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 4  Packet Pg. 405 of 660  5 0 5 9 FISCAL/RESOURCE IMPACT Utility Project Number Project Title Adopted FY25 Budget STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 5  Packet Pg. 406 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 1 of 31 CITY OF PALO ALTO CONTRACT NO. C25193590A AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND 4LEAF, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 17th day of March, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and 4LEAF, INC., a corporation, located at 2126 Rheem Drive, Pleasanton, CA 94588 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to support Utilities Department capital projects for its Electric and Fiber Engineering Division (the “Project”) and desires to engage a consultant to provide field inspections and construction management services on an on-call, as-needed, time-limited basis in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation). CONSULTANT shall provide on-call Services only by advance, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for on-call Services shall be specified by CITY in the Task Order, based on Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 6  Packet Pg. 407 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 2 of 31 whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through March 16, 2028 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The CITY is engaging multiple consultants, none of whom, including the CONSULTANT under this Agreement, is guaranteed or assured of any minimum quantity of work to be performed. If work is performed by any one or more such consultants, CITY will ensure that total compensation to all such consultants will not exceed an aggregate of Six Million Dollars ($6,000,000.00) among all consultants over the three-year Term of this Agreement. The compensation to be paid to CONSULTANT, if selected for performance of the Services, shall be based on the compensation structure detailed in one or more Task Order(s) in the format of Exhibit A-1, based on hourly schedule of rates set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment has not been expressly set forth in the rate schedule and/or a Task Order shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Dollars ($ ) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Dollars ($ ), as detailed in Exhibit C. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 7  Packet Pg. 408 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 3 of 31 “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 8  Packet Pg. 409 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 4 of 31 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 9  Packet Pg. 410 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 5 of 31 SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Gene Barry, P.E., Telephone: 925-462-5959, Email: gbarry@4leafinc.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Mohammad Fattah, Utilities Department, Electric and Fiber Engineering Division, 1007 Elwell Court, Palo Alto, CA, 94303, Telephone: 650-329-2385, Email: Mohammad.Fattah@CityofPaloAlto.org. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 10  Packet Pg. 411 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 6 of 31 Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT 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, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT 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, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 11  Packet Pg. 412 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 7 of 31 automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 12  Packet Pg. 413 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 8 of 31 Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 13  Packet Pg. 414 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 9 of 31 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 14  Packet Pg. 415 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 10 of 31 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, 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. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 15  Packet Pg. 416 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 11 of 31 SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 16  Packet Pg. 417 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 12 of 31 terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 17  Packet Pg. 418 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 13 of 31 EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 18  Packet Pg. 419 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 14 of 31 CONTRACT NO. C25193590A SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee 4LEAF, INC. By:_________________________________ Name:_______________________________ Title: _______________________________ By:_________________________________ Name:_______________________________ Title: _______________________________ Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Gene Barry Vice President President Kevin Duggan Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 19  Packet Pg. 420 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 15 of 31 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. A. Governing Construction General Standards: Standards and references listed below shall be applicable to Task Orders I, II, and III; Electric/Fiber Optic: The Field Inspection & Construction Project Manager shall perform services in accordance with the most recent City of Palo Alto Utilities (CPAU) Electric Construction Standards manual; CPAU Electric Service Requirements manual; CPAU Safety Rules manual; CPAU plans, Permits and other documents governing the construction of the project; California Public Utilities Commission (CPUC) General Orders 95, 128 & 165, rules for construction and maintenance of overhead and underground electric supply and communication systems; and pollution prevention practices outlined in Stormwater Pollution Prevention Plan (SWPPP). B. Governing Qualifications: The standards and references listed below shall be applicable to Services described in Sections I, II, and III below. Personnel qualifications and staffing levels for City projects shall be subject to the approval of the City’s specific Project Engineer assigned, and as set forth in a Task Order for the specific utility project. It is expected the Consultant provide appropriately experienced personnel corresponding to the utility project inspection request. The City’s Project Engineer shall reserve the right to review the resume and interview any new proposed consultant personnel for City projects. References of prior inspection experience shall be available for all Consultant staff and may be requested by City at any time during the Contract. Electric/Fiber Optic: The Consultant Electrical/Fiber Optic Field Inspector assigned to work on CPAU’s Projects shall have a minimum of 10 years’ experience working for an Investor-Owned Electric Utility and/or a Municipal Public Utility in the areas of overhead and underground construction, maintenance, and inspection with a working knowledge of CPUC General Orders 95, 128, & Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 20  Packet Pg. 421 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 16 of 31 168. The Field Inspector shall have the ability to make sound decisions, to communicate with others, and to assimilate and understand information in a manner consistent with the essential job functions. The Consultant’s personnel shall maintain the physical condition appropriate to the performance of the assigned duties which may include walking or standing for extended periods of time. Additionally, Consultant Construction Managers must possess a B.S. in Construction Management, Electrical Engineering, or another relevant field. I. CONSULTANT TO PROVIDE CONSTRUCTION FIELD INSPECTION: A. Construction Inspection Services Overview Consultant shall provide professional services for field inspection of City’s capital improvement projects and/or private development projects. Projects will involve overhead/underground electrical, and fiber optic utilities. Examples of general duties: oversight of utility infrastructure installation by various methods per design drawings, specifications, and utility standards; construction management; project or schedule coordination; compliance to safety requirements and approved traffic control plans; communication with City staff, contractor, customers, and the public; preparation of record drawings, construction daily reports, and other pertinent documents; etc. The consultant shall furnish personnel with a strong background and experience (with the assigned utility) in electric and fiber optic construction practices and standards. Inspection services will be provided on an “as requested” basis. It is expected that the inspector(s) will be responsible for successfully completing a background check (Live Scan) within 5 business days from the request for services. Upon successful completion of the background check, it is expected the inspector(s) will be available on-site in Palo Alto within 48 hours after successful completion of a background check. Inspection services will be required during regular working hours Monday through Friday between 8am-6pm; however, work may be needed night and/or day, on weekends, holidays and/or on a split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The work schedule will be specified at the beginning of each project and documented in each Task Order (Exhibit A-1). B. General Work Description The Consultant Field Inspector shall inspect new overhead and underground utility installations, alterations, and repairs to ensure compliance with plans, specifications, standards, and codes. The Field Inspector’s responsibilities may include, but are not limited to the following: 1. Performs duties described in CPAU Inspector Checklist. 2. Maintains a daily log of construction project activity, incidents, tracks job status. 3. Complete, sign, and submit progress daily reports for approval of the City Project Manager. 4. Ensures that all applicable utility rules, codes and safety regulations are complied with. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 21  Packet Pg. 422 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 17 of 31 5. Ensures all material used and facilities constructed are in accordance with approved submittals, applicable plans, specifications, and CPAU Utility Standards. 6. Notifies contractors and the City’s project Engineer/Construction Project Engineer of non- compliance with the contract plans, specifications, and CPAU Utility Standards in a timely manner. 7. Reports and documents safety, compliance infractions, and unsafe work procedures. 8. Prepares inspection documentation for the development of progress payments for the project construction contractor. 9. Assists in preparing punch lists of uncompleted work, non-conformance reports, and deficiency notices. 10. Certifies as to the acceptability of each project upon its completion. 11. Conducts and generates agenda minutes of weekly field meetings. 12. Documents installed work on the as-built/record drawings daily (this may include the use of GPS equipment for data acquisition) and submits documentation as requested. 13. Documents project status with photographs and keeps project folders updated. 14. The consultant shall conduct Site Safety Inspections and work with the construction contractor at the start of projects on an “as-needed” basis. 15. Acts as the liaison between City staff, construction contractor, utility customers, and the public. 16. Coordinates the schedule between the construction contractor and Operations staff if needed. 17. Complete appropriate City required training/certification. 18. Quantify and confirm the good condition of materials provided by City from MSC/warehouse. 19. Enforce applicable permit requirements to the project construction contractor. C. Documentation & Deliverables The Consultant Field Inspector shall maintain a daily journal/diary for each day the inspector performs work on the project. The contents of the diary shall consist of brief, accurate statements of progress and conditions encountered during the prosecution of the work. A construction daily report shall be given daily to the City’s assigned Project Engineer and will become a part of the permanent project record. The Field Inspector shall document field as- built drawings/notes daily and transfer the field as-built drawings/notes to a final as-built set daily or weekly. The final as-built drawings must be reviewed by the City Project Engineer weekly. Field inspection photos, incident reports, and sewer lateral inspection reports must be completed and submitted to City as required. Any safety violations and inspection infractions found are to be communicated to the City and construction contractor in real-time as they are discovered. Once a month, an electronic effort summary report (web-based or in MS Word or MS Excel format) shall be sent to the City Project Engineer summarizing job highlights related to the consultant’s work hours, as well as the equipment inspected, and any infractions found. II. CONSULTANT TO PROVIDE CONSTRUCTION MANAGEMENT: Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 22  Packet Pg. 423 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 18 of 31 A. Construction Management Overview Consultant shall provide professional services for construction management of the City’s capital improvement projects and/or private development projects. Projects will involve overhead/underground electrical and fiber optic utilities. Examples of general duties: • Construction management of utility infrastructure installation by various methods per design drawings, specifications, and utility standards; • Communication with City staff, construction contractor, customers, and the public; • Prepare and lead online/field weekly construction meetings; • Track, plan, and coordinate construction or project schedule with City staff and City’s Project Manager; preparation and processing of field orders, change orders, request for information, permits, invoices, etc.; • Review, check, and process approval of Contractor submittals; • Review and check Contractor-submitted construction GPS points and sewer lateral video inspections; The consultant shall furnish personnel with a strong background and experience (with the assigned utility) in electric and fiber optic construction practices and standards. Construction management services will be provided on an “as requested” basis. It is expected that the consultant construction manager(s) will be responsible for successfully completing a background check (Live Scan) within 5 business days from the request for services. Upon successful completion of the background check, it is expected the construction project manager(s) will be available on-site in Palo Alto within 48 hours of the after successful completion of a background check. Construction management services will be required during regular working hours Monday through Friday between 8am-6pm; however, work may be needed night and/or day, on weekends, holidays and/or on a split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The work schedule will be specified at the beginning of each City project and documented in each Task Order (Exhibit A-1). B. General Work Description The Construction Project Manager shall manage new underground utility installations, alterations, and repairs to ensure compliance with plans, specifications, standards, and codes. The Construction Project Manager’s responsibilities may include, but are not limited to the following duties: 1. Ensure project coordination and be the primary point of contact with all parties on the construction project. Coordination will include work coordination among the City Project Manager, assigned project field inspector, City Staff, the public, contractor, other City Divisions/Departments & working Groups, third-party specialty inspectors, etc. 2. Coordinate with City internal divisions (ex. City Public Works for street paving and painting requirements, City Traffic Engineer for review and approval of traffic plans). 3. Manage, coordinate, and complete permits and enforce permitting requirements from other City of Palo Alto Departments and external agencies. Review, quantify, and Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 23  Packet Pg. 424 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 19 of 31 coordinate release of materials provided by the City from MSC/warehouse for the project. 4. Organize pictures taken per location and activity (tie-ins, conduit, electric vaults, and electric manhole installations, meter transfers, etc.) before submitting to City Project Manager. 5. Prepare the agenda and facilitate the preconstruction meeting, weekly progress meetings, and all other construction meetings required during the project. 6. Receive, and review Change Order Requests with City Project Engineer. 7. Receive and evaluate all requests for information. Route RFIs when applicable to design teams and respond or review responses to RFI. Transmit RFI responses to the contractor. 8. Provide assistance in collection of field data (This may include the use of GPS equipment for data acquisition) and submit documentation as requested. 9. Receive and review progress payments and process for payment. 10. Receive, review, and approve Contractor submittals and shop drawings. Transmit reviews to and from design teams and contractor, as needed. 11. Request and process soil compaction testing for backfill. 12. Track project progress and schedule using Microsoft Project. 13. Attend and provide project updates in City meetings. 14. Review and check Contractor-submitted construction GPS points. 15. Monitor all applicable utility rules, codes, and safety regulations are complied with and enforce compliance as needed. 16. Read and review daily inspection reports. 17. Direct field inspector as needed. 18. Perform intermittent field observations 19. Ensure all facilities are constructed in accordance with applicable plans, specifications, and CPAU Utility Standards. 20. Receive and respond to public comments and inquiries. 21. Manage complex public complaints and potential claims. 22. Perform or manage field investigations or field measurements of quantities and prepare field orders and contract modifications, as needed. Coordinate revisions with design team. 23. Prepare and review change orders with executive project manager. 24. Monitor performance of the work and prepares and issues notices of defective work and enforces compliance with the construction project documents. Reviews daily inspection reports and photos for non-conformance work. 25. Prepare punch lists and facilitates punch list walks and corrections. 26. Assist with the completion of documents. 27. Document work installed on the as-built/record drawings and submit documentation daily, weekly, monthly or as requested (This may include the use of GPS equipment for data acquisition using City-provided equipment). 28. Manage, coordinate, and complete permits required for the project. Tasks specific to Electric/Fiber: 1. Manage and review the preparation of project procedures of proposed overhead and underground electric/fiber infrastructures, power poles, and electric substations. 2. Plan and schedule installation/maintenance/repair of overhead and underground electric/fiber infrastructure, power poles and electric substations. C. Documentation & Deliverables The Construction Project Manager shall maintain project tracking documents, logs, and Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 24  Packet Pg. 425 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 20 of 31 filing systems at all times. The contents of the diary shall consist of brief, accurate statements of progress and conditions encountered during the prosecution of the work. A construction daily report shall be given daily to the City’s assigned City Project Manager and will become a part of the permanent project record. The Construction Project Manager shall keep track of submitted as-builts, photos, and sewer lateral reports submitted by the Inspector. Once a month an electronic effort summary report (web-based or in MS Word or MS Excel format) shall be sent to the City Project Manager summarizing job highlights to the consultant’s work hours, the equipment inspected, and any infractions found. III. ELECTRIC AND FIBER OPTIC SPECIAL SERVICES EMPLOYEE A. Construction Management Overview and Description The City may require that Consultant provide employees, including specialized contract employees, for projects requiring special experience or knowledge, who would be onboarded by the Consultant’s company if not a Consultant employee. Such onboarding by the Consultant shall occur within 10 business days from the date the City agrees to staffing a Consultant contract employee. Consultant’s contract employee’s positions and tasks are not limited to field inspection, construction management, consultation services, estimation, design, labor work, training, etc. The employee must be assigned to the appointed City project. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 25  Packet Pg. 426 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 21 of 31 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:  SERVICES AND DELIVERABLES TO BE PROVIDED  SCHEDULE OF PERFORMANCE  MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 26  Packet Pg. 427 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 22 of 31 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 27  Packet Pg. 428 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 23 of 31 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for on-call, as-needed, time-limited project support services performed in accordance with the terms and conditions of this Agreement, and as set forth in a specific Task Order budget schedule. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth in a specific Task Order. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed within a specific Task Order, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Consultant’s Task Orders issued under this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in the Task Orders issued to Consultant under this Agreement shall be at no cost to the CITY. The consultant will be compensated for the actual hours worked on construction site as requested by each Project Manager/Engineer, within the Task Order budget estimate prepared by City. The work hours in the electronic effort summary report will be used as a basis for compensation; Any revisions to the Task Order budget will require a written amendment signed by authorized representatives of the Parties. The City makes no guarantee as to the actual amount of services to be requested under any Task Order. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 28  Packet Pg. 429 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 24 of 31 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Scope Source of Services(c) (d)(e) (f) (g) for /Fiber Main Sub Regular time $71.33 $90.17 $161.50/hr Night Time $79.95 $101.05 $181.00/hr Overtime $105.79 $133.71 $239.50/hr Double Time $140.24 $177.26 $317.50/hr Main Sub Regular time $79.73 $100.77 $180.50/hr Night Time $89.39 $112.99 $202.38/hr Overtime $118.38 $149.62 $268.00/hr Double Time $157.02 $198.48 $355.50/hr NA Regular time TBD (e) x 1.264 (e+f) Night Time TBD (e) x 1.264 (e+f) Overtime TBD (e) x 1.264 (e+f) Double Time TBD (e) x 1.264 (e+f) Total Two Million Dollars ($2,000,000.00) per year with a total contract amount not to exceed Six Million Dollars ($6,000,000.00) among all Consultants over the three-year term. Maximum Annual Price Escalator: Year 2: 3% Year 3: 3% Notes: (a) The number of hours for the various tasks cannot be estimated at this time for an on-call contract, they will be included in a Task Order budget prepared by City at the time services are requested. (b) Rates for prevailing wage categories are subject to annual escalations in accordance with the bi-annual wage determinations from the California DIR. Rates based on California DIR’s wage determinations dated September 2023 (Inspectors). (c) [Omitted intentionally] (d) Nighttime – Work begun after 5 PM or before 6 AM (1.125 x hourly rate). Overtime – Work over 8 hours Monday – Friday or 1st 8 hours on Saturdays (1.5 x hourly rate). Double Time – Work over 8 hours on Saturdays or all hours on Sundays and Holidays (2 x hourly rate). (e) Hourly rates are inclusive of travel time and no travel time will be billed by staff for daily travel to the project site. (f) Rate including Contractor expenses (ex. benefits, vehicle, cell phone, laptops, PPE, tools, etc.) to be added to Employee hourly rates (g) Employee Hourly Rate + Extended Rate Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 29  Packet Pg. 430 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 25 of 31 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS 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 HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 30  Packet Pg. 431 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 26 of 31 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 31  Packet Pg. 432 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 27 of 31 EXHIBIT E DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement. CITY provides notice to CONSULTANT of the requirements of California Labor Code Section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR. Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time. CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation. CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461). CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 32  Packet Pg. 433 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 28 of 31 The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request. CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project. If the certified payroll records are not provided as required within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT. Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records. Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815. CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)). CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 33  Packet Pg. 434 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 29 of 31 EXHIBIT F Claims for Public Contract Code Section 9204 Public Works Projects The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 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 Exhibit 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 Exhibit, 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 Exhibit, 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, 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. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 34  Packet Pg. 435 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 30 of 31 (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 Exhibit 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 Exhibit or to otherwise meet the time requirements of this Exhibit 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 Exhibit, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 35  Packet Pg. 436 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 31 of 31 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. Docusign Envelope ID: 33E21A0E-6F23-4DE1-9783-6AED0C678E7D Item 13 Attachment A - Contract with 4Leaf; Contract C25193590A        Item 13: Staff Report Pg. 36  Packet Pg. 437 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 1 of 32 CITY OF PALO ALTO CONTRACT NO. C25193590B AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND CMI CONTRACTORS, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 17th day of March, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CMI CONTRACTORS, INC., a corporation, located at 650 Jordan Ave., Clovis, CA 93611 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to support Utilities Department capital projects for its Electric and Fiber Engineering Division (the “Project”) and desires to engage a consultant to provide field inspections and construction management services on an on-call, as-needed, time-limited basis in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation). CONSULTANT shall provide on-call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for on-call Services shall be specified by CITY in the Task Order, based on Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 37  Packet Pg. 438 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 2 of 32 whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through March 16, 2028 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The CITY is engaging multiple consultants, none of whom, including the CONSULTANT under this Agreement, is guaranteed or assured of any minimum quantity of work to be performed. If work is performed by any one or more such consultants, CITY will ensure that total compensation to all such consultants will not exceed an aggregate of Six Million Dollars ($6,000,000.00) among all consultants over the three-year Term of this Agreement. The compensation to be paid to CONSULTANT, if selected for performance of the Services, shall be based on the compensation structure detailed in one or more Task Order(s) in the format of Exhibit A-1, based on hourly schedule of rates set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment has not been expressly set forth in the rate schedule and/or a Task Order shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Dollars ($ ) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Dollars ($ ), as detailed in Exhibit C. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 38  Packet Pg. 439 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 3 of 32 “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 39  Packet Pg. 440 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 4 of 32 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 40  Packet Pg. 441 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 5 of 32 SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Roger Lenz, Telephone: 559-317-8285, Email: roger@cmi4u.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Mohammad Fattah, Utilities Department, Electric and Fiber Engineering Division, 1007 Elwell Court, Palo Alto, CA, 94303, Telephone: 650-329-2385, Email: Mohammad.Fattah@CityofPaloAlto.org. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 41  Packet Pg. 442 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 6 of 32 Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT 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, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT 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, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 42  Packet Pg. 443 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 7 of 32 automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 43  Packet Pg. 444 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 8 of 32 Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 44  Packet Pg. 445 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 9 of 32 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 45  Packet Pg. 446 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 10 of 32 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, 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. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 46  Packet Pg. 447 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 11 of 32 SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 47  Packet Pg. 448 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 12 of 32 terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 48  Packet Pg. 449 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 13 of 32 EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 49  Packet Pg. 450 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 14 of 32 CONTRACT NO. C25193590B SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee CMI CONTRACTORS, INC. By:_________________________________ Name:_______________________________ Title: _______________________________ By:_________________________________ Name:_______________________________ Title: _______________________________ Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Gail Lenz CFO CEO Roger Lenz Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 50  Packet Pg. 451 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 15 of 32 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. A. Governing Construction General Standards: Standards and references listed below shall be applicable to Task Orders I, II, and III; Electric/Fiber Optic: The Field Inspection & Construction Project Manager shall perform services in accordance with the most recent City of Palo Alto Utilities (CPAU) Electric Construction Standards manual; CPAU Electric Service Requirements manual; CPAU Safety Rules manual; CPAU plans, Permits and other documents governing the construction of the project; California Public Utilities Commission (CPUC) General Orders 95, 128 & 165, rules for construction and maintenance of overhead and underground electric supply and communication systems; and pollution prevention practices outlined in Stormwater Pollution Prevention Plan (SWPPP). B. Governing Qualifications: The standards and references listed below shall be applicable to Services described in Sections I, II, and III below. Personnel qualifications and staffing levels for City projects shall be subject to the approval of the City’s specific Project Engineer assigned, and as set forth in a Task Order for the specific utility project. It is expected the Consultant provide appropriately experienced personnel corresponding to the utility project inspection request. The City’s Project Engineer shall reserve the right to review the resume and interview any new proposed consultant personnel for City projects. References of prior inspection experience shall be available for all Consultant staff and may be requested by City at any time during the Contract. Electric/Fiber Optic: The Consultant Electrical/Fiber Optic Field Inspector assigned to work on CPAU’s Projects shall have a minimum of 10 years’ experience working for an Investor-Owned Electric Utility and/or a Municipal Public Utility in the areas of overhead and underground construction, Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 51  Packet Pg. 452 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 16 of 32 maintenance, and inspection with a working knowledge of CPUC General Orders 95, 128, & 168. The Field Inspector shall have the ability to make sound decisions, to communicate with others, and to assimilate and understand information in a manner consistent with the essential job functions. The Consultant’s personnel shall maintain the physical condition appropriate to the performance of the assigned duties which may include walking or standing for extended periods of time. Additionally, Consultant Construction Managers must possess a B.S. in Construction Management, Electrical Engineering, or another relevant field. I. CONSULTANT TO PROVIDE CONSTRUCTION FIELD INSPECTION: A. Construction Inspection Services Overview Consultant shall provide professional services for field inspection of City’s capital improvement projects and/or private development projects. Projects will involve overhead/underground electrical, and fiber optic utilities. Examples of general duties: oversight of utility infrastructure installation by various methods per design drawings, specifications, and utility standards; construction management; project or schedule coordination; compliance to safety requirements and approved traffic control plans; communication with City staff, contractor, customers, and the public; preparation of record drawings, construction daily reports, and other pertinent documents; etc. The consultant shall furnish personnel with a strong background and experience (with the assigned utility) in electric and fiber optic construction practices and standards. Inspection services will be provided on an “as requested” basis. It is expected that the inspector(s) will be responsible for successfully completing a background check (Live Scan) within 5 business days from the request for services. Upon successful completion of the background check, it is expected the inspector(s) will be available on-site in Palo Alto within 48 hours after successful completion of a background check. Inspection services will be required during regular working hours Monday through Friday between 8am-6pm; however, work may be needed night and/or day, on weekends, holidays and/or on a split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The work schedule will be specified at the beginning of each project and documented in each Task Order (Exhibit A-1). B. General Work Description The Consultant Field Inspector shall inspect new overhead and underground utility installations, alterations, and repairs to ensure compliance with plans, specifications, standards, and codes. The Field Inspector’s responsibilities may include, but are not limited to the following: 1. Performs duties described in CPAU Inspector Checklist. 2. Maintains a daily log of construction project activity, incidents, tracks job status. 3. Complete, sign, and submit progress daily reports for approval of the City Project Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 52  Packet Pg. 453 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 17 of 32 Manager. 4. Ensures that all applicable utility rules, codes and safety regulations are complied with. 5. Ensures all material used and facilities constructed are in accordance with approved submittals, applicable plans, specifications, and CPAU Utility Standards. 6. Notifies contractors and the City’s project Engineer/Construction Project Engineer of non- compliance with the contract plans, specifications, and CPAU Utility Standards in a timely manner. 7. Reports and documents safety, compliance infractions, and unsafe work procedures. 8. Prepares inspection documentation for the development of progress payments for the project construction contractor. 9. Assists in preparing punch lists of uncompleted work, non-conformance reports, and deficiency notices. 10. Certifies as to the acceptability of each project upon its completion. 11. Conducts and generates agenda minutes of weekly field meetings. 12. Documents installed work on the as-built/record drawings daily (this may include the use of GPS equipment for data acquisition) and submits documentation as requested. 13. Documents project status with photographs and keeps project folders updated. 14. The consultant shall conduct Site Safety Inspections and work with the construction contractor at the start of projects on an “as-needed” basis. 15. Acts as the liaison between City staff, construction contractor, utility customers, and the public. 16. Coordinates the schedule between the construction contractor and Operations staff if needed. 17. Complete appropriate City required training/certification. 18. Quantify and confirm the good condition of materials provided by City from MSC/warehouse. 19. Enforce applicable permit requirements to the project construction contractor. C. Documentation & Deliverables The Consultant Field Inspector shall maintain a daily journal/diary for each day the inspector performs work on the project. The contents of the diary shall consist of brief, accurate statements of progress and conditions encountered during the prosecution of the work. A construction daily report shall be given daily to the City’s assigned Project Engineer and will become a part of the permanent project record. The Field Inspector shall document field as- built drawings/notes daily and transfer the field as-built drawings/notes to a final as-built set daily or weekly. The final as-built drawings must be reviewed by the City Project Engineer weekly. Field inspection photos, incident reports, and sewer lateral inspection reports must be completed and submitted to City as required. Any safety violations and inspection infractions found are to be communicated to the City and construction contractor in real-time as they are discovered. Once a month, an electronic effort summary report (web-based or in MS Word or MS Excel format) shall be sent to the City Project Engineer summarizing job highlights related to the consultant’s work hours, as well as the equipment inspected, and any infractions found. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 53  Packet Pg. 454 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 18 of 32 II. CONSULTANT TO PROVIDE CONSTRUCTION MANAGEMENT: A. Construction Management Overview Consultant shall provide professional services for construction management of the City’s capital improvement projects and/or private development projects. Projects will involve overhead/underground electrical and fiber optic utilities. Examples of general duties: • Construction management of utility infrastructure installation by various methods per design drawings, specifications, and utility standards; • Communication with City staff, construction contractor, customers, and the public; • Prepare and lead online/field weekly construction meetings; • Track, plan, and coordinate construction or project schedule with City staff and City’s Project Manager; preparation and processing of field orders, change orders, request for information, permits, invoices, etc.; • Review, check, and process approval of Contractor submittals; • Review and check Contractor-submitted construction GPS points and sewer lateral video inspections; The consultant shall furnish personnel with a strong background and experience (with the assigned utility) in electric and fiber optic construction practices and standards. Construction management services will be provided on an “as requested” basis. It is expected that the consultant construction manager(s) will be responsible for successfully completing a background check (Live Scan) within 5 business days from the request for services. Upon successful completion of the background check, it is expected the construction project manager(s) will be available on-site in Palo Alto within 48 hours of the after successful completion of a background check. Construction management services will be required during regular working hours Monday through Friday between 8am-6pm; however, work may be needed night and/or day, on weekends, holidays and/or on a split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The work schedule will be specified at the beginning of each City project and documented in each Task Order (Exhibit A-1). B. General Work Description The Construction Project Manager shall manage new underground utility installations, alterations, and repairs to ensure compliance with plans, specifications, standards, and codes. The Construction Project Manager’s responsibilities may include, but are not limited to the following duties: 1. Ensure project coordination and be the primary point of contact with all parties on the construction project. Coordination will include work coordination among the City Project Manager, assigned project field inspector, City Staff, the public, contractor, other City Divisions/Departments & working Groups, third-party specialty inspectors, etc. 2. Coordinate with City internal divisions (ex. City Public Works for street paving and painting requirements, City Traffic Engineer for review and approval of traffic plans). 3. Manage, coordinate, and complete permits and enforce permitting requirements from Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 54  Packet Pg. 455 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 19 of 32 other City of Palo Alto Departments and external agencies. Review, quantify, and coordinate release of materials provided by the City from MSC/warehouse for the project. 4. Organize pictures taken per location and activity (tie-ins, conduit, electric vaults, and electric manhole installations, meter transfers, etc.) before submitting to City Project Manager. 5. Prepare the agenda and facilitate the preconstruction meeting, weekly progress meetings, and all other construction meetings required during the project. 6. Receive, and review Change Order Requests with City Project Engineer. 7. Receive and evaluate all requests for information. Route RFIs when applicable to design teams and respond or review responses to RFI. Transmit RFI responses to the contractor. 8. Provide assistance in collection of field data (This may include the use of GPS equipment for data acquisition) and submit documentation as requested. 9. Receive and review progress payments and process for payment. 10. Receive, review, and approve Contractor submittals and shop drawings. Transmit reviews to and from design teams and contractor, as needed. 11. Request and process soil compaction testing for backfill. 12. Track project progress and schedule using Microsoft Project. 13. Attend and provide project updates in City meetings. 14. Review and check Contractor-submitted construction GPS points. 15. Monitor all applicable utility rules, codes, and safety regulations are complied with and enforce compliance as needed. 16. Read and review daily inspection reports. 17. Direct field inspector as needed. 18. Perform intermittent field observations 19. Ensure all facilities are constructed in accordance with applicable plans, specifications, and CPAU Utility Standards. 20. Receive and respond to public comments and inquiries. 21. Manage complex public complaints and potential claims. 22. Perform or manage field investigations or field measurements of quantities and prepare field orders and contract modifications, as needed. Coordinate revisions with design team. 23. Prepare and review change orders with executive project manager. 24. Monitor performance of the work and prepares and issues notices of defective work and enforces compliance with the construction project documents. Reviews daily inspection reports and photos for non-conformance work. 25. Prepare punch lists and facilitates punch list walks and corrections. 26. Assist with the completion of documents. 27. Document work installed on the as-built/record drawings and submit documentation daily, weekly, monthly or as requested (This may include the use of GPS equipment for data acquisition using City-provided equipment). 28. Manage, coordinate, and complete permits required for the project. Tasks specific to Electric/Fiber: 1. Manage and review the preparation of project procedures of proposed overhead and underground electric/fiber infrastructures, power poles, and electric substations. 2. Plan and schedule installation/maintenance/repair of overhead and underground electric/fiber infrastructure, power poles and electric substations. C. Documentation & Deliverables Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 55  Packet Pg. 456 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 20 of 32 The Construction Project Manager shall maintain project tracking documents, logs, and filing systems at all times. The contents of the diary shall consist of brief, accurate statements of progress and conditions encountered during the prosecution of the work. A construction daily report shall be given daily to the City’s assigned City Project Manager and will become a part of the permanent project record. The Construction Project Manager shall keep track of submitted as-builts, photos, and sewer lateral reports submitted by the Inspector. Once a month an electronic effort summary report (web-based or in MS Word or MS Excel format) shall be sent to the City Project Manager summarizing job highlights to the consultant’s work hours, the equipment inspected, and any infractions found. III. ELECTRIC AND FIBER OPTIC SPECIAL SERVICES EMPLOYEE A. Construction Management Overview and Description The City may require that Consultant provide employees, including specialized contract employees, for projects requiring special experience or knowledge, who would be onboarded by the Consultant’s company if not a Consultant employee. Such onboarding by the Consultant shall occur within 10 business days from the date the City agrees to staffing a Consultant contract employee. Consultant’s contract employee’s positions and tasks are not limited to field inspection, construction management, consultation services, estimation, design, labor work, training, etc. The employee must be assigned to the appointed City project. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 56  Packet Pg. 457 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 21 of 32 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:  SERVICES AND DELIVERABLES TO BE PROVIDED  SCHEDULE OF PERFORMANCE  MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 57  Packet Pg. 458 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 22 of 32 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 58  Packet Pg. 459 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 23 of 32 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for on-call, as-needed, time-limited project support services performed in accordance with the terms and conditions of this Agreement, and as set forth in a specific Task Order budget schedule. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth in a specific Task Order. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed within a specific Task Order, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Consultant’s Task Orders issued under this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in the Task Orders issued to Consultant under this Agreement shall be at no cost to the CITY. The consultant will be compensated for the actual hours worked on construction site as requested by each Project Manager/Engineer, within the Task Order budget estimate prepared by City. The work hours in the electronic effort summary report will be used as a basis for compensation; Any revisions to the Task Order budget will require a written amendment signed by authorized representatives of the Parties. The City makes no guarantee as to the actual amount of services to be requested under any Task Order. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 59  Packet Pg. 460 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 24 of 32 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Scope Source of Services(c) (d)(e) (f) (g) Main Sub Regular time $100.00 $70.89 $170.89 Night Time $150.00 $106.34 $256.34 Overtime $150.00 $106.34 $256.34 Double Time $200.00 $200.00 $400.00 Task II – On-call Construction Project Managers for Electric/Fiber Main Sub Regular time $125.00 $73.45 $198.45 Night Time $187.50 $73.45 $198.45 Overtime $187.50 $110.16 $297.66 Double Time $250.00 $146.90 $396.90 NA Regular Time TBD $70.89 (e+f) Night Time TBD $106.34 (e+f) Overtime TBD $106.34 (e+f) Double Time TBD $200.00 (e+f) Total Two Million Dollars ($2,000,000.00) per year with a total contract amount not to exceed Six Million Dollars ($6,000,000.00) among all Consultants over the three-year term. Maximum Annual Price Escalator: Year 2: 3% Year 3: 3% Notes: (a) The number of hours for the various tasks cannot be estimated at this time for an on-call contract, they will be included in a Task Order budget prepared by City at the time services are requested. (b) Rates for prevailing wage categories are subject to annual escalations in accordance with the bi-annual wage determinations from the California DIR. Rates based on California DIR’s wage determinations dated September 2023 (Inspectors). (c) [Omitted intentionally] (d) Nighttime – Work begun after 5 PM or before 6 AM (1.125 x hourly rate). Overtime – Work over 8 hours Monday – Friday or 1st 8 hours on Saturdays (1.5 x hourly rate). Double Time – Work over 8 hours on Saturdays or all hours on Sundays and Holidays (2 x hourly rate). (e) Hourly rates are inclusive of travel time and no travel time will be billed by staff for daily travel to the project site. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 60  Packet Pg. 461 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 25 of 32 (f) Rate including Contractor expenses (ex. benefits, vehicle, cell phone, laptops, PPE, tools, etc.) to be added to Employee hourly rates (g) Employee Hourly Rate + Extended Rate Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 61  Packet Pg. 462 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 26 of 32 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS 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 HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 62  Packet Pg. 463 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 27 of 32 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 63  Packet Pg. 464 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 28 of 32 EXHIBIT E DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement. CITY provides notice to CONSULTANT of the requirements of California Labor Code Section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR. Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time. CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation. CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461). CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 64  Packet Pg. 465 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 29 of 32 The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request. CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project. If the certified payroll records are not provided as required within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT. Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records. Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815. CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)). CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 65  Packet Pg. 466 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 30 of 32 EXHIBIT F Claims for Public Contract Code Section 9204 Public Works Projects The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 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 Exhibit 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 Exhibit, 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 Exhibit, 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, 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. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 66  Packet Pg. 467 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 31 of 32 (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 Exhibit 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 Exhibit or to otherwise meet the time requirements of this Exhibit 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 Exhibit, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 67  Packet Pg. 468 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 32 of 32 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. Docusign Envelope ID: CABC24D0-2293-4C45-9258-87A7F1085186 Item 13 Attachment B - Contract with CMI Contractors, Inc.; Contract C25193590B        Item 13: Staff Report Pg. 68  Packet Pg. 469 of 660  Professional Services Rev. Jan 29, 2024 Page 1 of 32 CITY OF PALO ALTO CONTRACT NO. C25193590C AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND PARK ENGINEERING, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 17th day of March, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PARK ENGINEERING, INC., a corporation, located at 372 Village Square, Orinda, CA 94563 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to support Utilities Department capital projects for its Electric and Fiber Engineering Divisions (the “Project”) and desires to engage a consultant to provide field inspections and construction management services on an on-call, as-needed, time-limited basis in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation). CONSULTANT shall provide on-call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for on-call Services shall be specified by CITY in the Task Order, based on Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 69  Packet Pg. 470 of 660  Professional Services Rev. Jan 29, 2024 Page 2 of 32 whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through March 16, 2038 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The CITY is engaging multiple consultants, none of whom, including the CONSULTANT under this Agreement, is guaranteed or assured of any minimum quantity of work to be performed. If work is performed by any one or more such consultants, CITY will ensure that total compensation to all such consultants will not exceed an aggregate of Six Million Dollars ($6,000,000.00) among all consultants over the three-year Term of this Agreement. The compensation to be paid to CONSULTANT, if selected for performance of the Services, shall be based on the compensation structure detailed in one or more Task Order(s) in the format of Exhibit A-1, based on hourly schedule of rates set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment has not been expressly set forth in the rate schedule and/or a Task Order shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Dollars ($ ) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Dollars ($ ), as detailed in Exhibit C. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 70  Packet Pg. 471 of 660  Professional Services Rev. Jan 29, 2024 Page 3 of 32 “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 71  Packet Pg. 472 of 660  Professional Services Rev. Jan 29, 2024 Page 4 of 32 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 72  Packet Pg. 473 of 660  Professional Services Rev. Jan 29, 2024 Page 5 of 32 SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: Zoon Engineering, Inc. CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jaemin Park, Telephone: 925-818-3756, Email: jpark@park-eng.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Mohammad Fattah, Utilities Department, Electric and Fiber Engineering Division, 1007 Elwell Court, Palo Alto, CA, 94303, Telephone: 650-329-2385, Email: Mohammad.Fattah@CityofPaloAlto.org. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 73  Packet Pg. 474 of 660  Professional Services Rev. Jan 29, 2024 Page 6 of 32 Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT 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, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT 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, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 74  Packet Pg. 475 of 660  Professional Services Rev. Jan 29, 2024 Page 7 of 32 automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 75  Packet Pg. 476 of 660  Professional Services Rev. Jan 29, 2024 Page 8 of 32 Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 76  Packet Pg. 477 of 660  Professional Services Rev. Jan 29, 2024 Page 9 of 32 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 77  Packet Pg. 478 of 660  Professional Services Rev. Jan 29, 2024 Page 10 of 32 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, 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. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 78  Packet Pg. 479 of 660  Professional Services Rev. Jan 29, 2024 Page 11 of 32 SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 79  Packet Pg. 480 of 660  Professional Services Rev. Jan 29, 2024 Page 12 of 32 terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 80  Packet Pg. 481 of 660  Professional Services Rev. Jan 29, 2024 Page 13 of 32 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS PROJECTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 81  Packet Pg. 482 of 660  Professional Services Rev. Jan 29, 2024 Page 14 of 32 CONTRACT NO. C25193590C SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee PARK ENGINEERING, INC. By:_________________________________ Name:_______________________________ Title: _______________________________ By:_________________________________ Name:_______________________________ Title: _______________________________ Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Jaemin Park President/CEO/CFO Stephen Patterson Vice President Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 82  Packet Pg. 483 of 660  Professional Services Rev. Jan 29, 2024 Page 15 of 32 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. A. Governing Construction General Standards: Standards and references listed below shall be applicable to Task Orders I, II, and III; Electric/Fiber Optic: The Field Inspection & Construction Project Manager shall perform services in accordance with the most recent City of Palo Alto Utilities (CPAU) Electric Construction Standards manual; CPAU Electric Service Requirements manual; CPAU Safety Rules manual; CPAU plans, Permits and other documents governing the construction of the project; California Public Utilities Commission (CPUC) General Orders 95, 128 & 165, rules for construction and maintenance of overhead and underground electric supply and communication systems; and pollution prevention practices outlined in Stormwater Pollution Prevention Plan (SWPPP). B. Governing Qualifications: The standards and references listed below shall be applicable to Services described in Sections I, II, and III below. Personnel qualifications and staffing levels for City projects shall be subject to the approval of the City’s specific Project Engineer assigned, and as set forth in a Task Order for the specific utility project. It is expected the Consultant provide appropriately experienced personnel corresponding to the utility project inspection request. The City’s Project Engineer shall reserve the right to review the resume and interview any new proposed consultant personnel for City projects. References of prior inspection experience shall be available for all Consultant staff and may be requested by City at any time during the Contract. Electric/Fiber Optic: The Consultant Electrical/Fiber Optic Field Inspector assigned to work on CPAU’s Projects shall have a minimum of 10 years’ experience working for an Investor-Owned Electric Utility Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 83  Packet Pg. 484 of 660  Professional Services Rev. Jan 29, 2024 Page 16 of 32 and/or a Municipal Public Utility in the areas of overhead and underground construction, maintenance, and inspection with a working knowledge of CPUC General Orders 95, 128, & 168. The Field Inspector shall have the ability to make sound decisions, to communicate with others, and to assimilate and understand information in a manner consistent with the essential job functions. The Consultant’s personnel shall maintain the physical condition appropriate to the performance of the assigned duties which may include walking or standing for extended periods of time. Additionally, Consultant Construction Managers must possess a B.S. in Construction Management, Electrical Engineering, or another relevant field. I. CONSULTANT TO PROVIDE CONSTRUCTION FIELD INSPECTION: A. Construction Inspection Services Overview Consultant shall provide professional services for field inspection of City’s capital improvement projects and/or private development projects. Projects will involve overhead/underground electrical and fiber optic utilities. Examples of general duties: oversight of utility infrastructure installation by various methods per design drawings, specifications, and utility standards; construction management; project or schedule coordination; compliance to safety requirements and approved traffic control plans; communication with City staff, contractor, customers, and the public; preparation of record drawings, construction daily reports, and other pertinent documents; etc. The consultant shall furnish personnel with a strong background and experience (with the assigned utility) in electric and fiber optic, construction practices and standards. Inspection services will be provided on an “as requested” basis. It is expected that the inspector(s) will be responsible for successfully completing a background check (Live Scan) within 5 business days from the request for services. Upon successful completion of the background check, it is expected the inspector(s) will be available on-site in Palo Alto within 48 hours after successful completion of a background check. Inspection services will be required during regular working hours Monday through Friday between 8am-6pm; however, work may be needed night and/or day, on weekends, holidays and/or on a split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The work schedule will be specified at the beginning of each project and documented in each Task Order (Exhibit A-1). B. General Work Description The Consultant Field Inspector shall inspect new overhead and underground utility installations, alterations, and repairs to ensure compliance with plans, specifications, standards, and codes. The Field Inspector’s responsibilities may include, but are not limited to the following: 1. Performs duties described in CPAU Inspector Checklist. 2. Maintains a daily log of construction project activity, incidents, tracks job status. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 84  Packet Pg. 485 of 660  Professional Services Rev. Jan 29, 2024 Page 17 of 32 3. Complete, sign, and submit progress daily reports for approval of the City Project Manager. 4. Ensures that all applicable utility rules, codes and safety regulations are complied with. 5. Ensures all material used and facilities constructed are in accordance with approved submittals, applicable plans, specifications, and CPAU Utility Standards. 6. Notifies contractors and the City’s project Engineer/Construction Project Engineer of non- compliance with the contract plans, specifications, and CPAU Utility Standards in a timely manner. 7. Reports and documents safety, compliance infractions, and unsafe work procedures. 8. Prepares inspection documentation for the development of progress payments for the project construction contractor. 9. Assists in preparing punch lists of uncompleted work, non-conformance reports, and deficiency notices. 10. Certifies as to the acceptability of each project upon its completion. 11. Conducts and generates agenda minutes of weekly field meetings. 12. Documents installed work on the as-built/record drawings daily (this may include the use of GPS equipment for data acquisition) and submits documentation as requested. 13. Documents project status with photographs and keeps project folders updated. 14. The consultant shall conduct Site Safety Inspections and work with the construction contractor at the start of projects on an “as-needed” basis. 15. Acts as the liaison between City staff, construction contractor, utility customers, and the public. 16. Coordinates the schedule between the construction contractor and Operations staff if needed. 17. Complete appropriate City required training/certification. 18. Quantify and confirm the good condition of materials provided by City from MSC/warehouse. 19. Enforce applicable permit requirements to the project construction contractor. C. Documentation & Deliverables The Consultant Field Inspector shall maintain a daily journal/diary for each day the inspector performs work on the project. The contents of the diary shall consist of brief, accurate statements of progress and conditions encountered during the prosecution of the work. A construction daily report shall be given daily to the City’s assigned Project Engineer and will become a part of the permanent project record. The Field Inspector shall document field as- built drawings/notes daily and transfer the field as-built drawings/notes to a final as-built set daily or weekly. The final as-built drawings must be reviewed by the City Project Engineer weekly. Field inspection photos, incident reports, and sewer lateral inspection reports must be completed and submitted to City as required. Any safety violations and inspection infractions found are to be communicated to the City and construction contractor in real-time as they are discovered. Once a month, an electronic effort summary report (web-based or in MS Word or MS Excel format) shall be sent to the City Project Engineer summarizing job highlights related to the consultant’s work hours, as well as the equipment inspected, and any infractions found. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 85  Packet Pg. 486 of 660  Professional Services Rev. Jan 29, 2024 Page 18 of 32 II. CONSULTANT TO PROVIDE CONSTRUCTION MANAGEMENT: A. Construction Management Overview Consultant shall provide professional services for construction management of the City’s capital improvement projects and/or private development projects. Projects will involve overhead/underground electrical and fiber optic utilities. Examples of general duties: • Construction management of utility infrastructure installation by various methods per design drawings, specifications, and utility standards; • Communication with City staff, construction contractor, customers, and the public; • Prepare and lead online/field weekly construction meetings; • Track, plan, and coordinate construction or project schedule with City staff and City’s Project Manager; preparation and processing of field orders, change orders, request for information, permits, invoices, etc.; • Review, check, and process approval of Contractor submittals; • Review and check Contractor-submitted construction GPS points and sewer lateral video inspections; The consultant shall furnish personnel with a strong background and experience (with the assigned utility) in electric and fiber optic construction practices and standards. Construction management services will be provided on an “as requested” basis. It is expected that the consultant construction manager(s) will be responsible for successfully completing a background check (Live Scan) within 5 business days from the request for services. Upon successful completion of the background check, it is expected the construction project manager(s) will be available on-site in Palo Alto within 48 hours of the after successful completion of a background check. Construction management services will be required during regular working hours Monday through Friday between 8am-6pm; however, work may be needed night and/or day, on weekends, holidays and/or on a split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The work schedule will be specified at the beginning of each City project and documented in each Task Order (Exhibit A-1). B. General Work Description The Construction Project Manager shall manage new underground utility installations, alterations, and repairs to ensure compliance with plans, specifications, standards, and codes. The Construction Project Manager’s responsibilities may include, but are not limited to the following duties: 1. Ensure project coordination and be the primary point of contact with all parties on the construction project. Coordination will include work coordination among the City Project Manager, assigned project field inspector, City Staff, the public, contractor, other City Divisions/Departments & working Groups, third-party specialty inspectors, etc. 2. Coordinate with City internal divisions (ex. City Public Works for street paving and Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 86  Packet Pg. 487 of 660  Professional Services Rev. Jan 29, 2024 Page 19 of 32 painting requirements, City Traffic Engineer for review and approval of traffic plans). 3. Manage, coordinate, and complete permits and enforce permitting requirements from other City of Palo Alto Departments and external agencies. Review, quantify, and coordinate release of materials provided by the City from MSC/warehouse for the project. 4. Organize pictures taken per location and activity (tie-ins, conduit, electric vaults, and electric manhole installations, meter transfers, etc.) before submitting to City Project Manager. 5. Prepare the agenda and facilitate the preconstruction meeting, weekly progress meetings, and all other construction meetings required during the project. 6. Receive, and review Change Order Requests with City Project Engineer. 7. Receive and evaluate all requests for information. Route RFIs when applicable to design teams and respond or review responses to RFI. Transmit RFI responses to the contractor. 8. Provide assistance in collection of field data (This may include the use of GPS equipment for data acquisition) and submit documentation as requested. 9. Receive and review progress payments and process for payment. 10. Receive, review, and approve Contractor submittals and shop drawings. Transmit reviews to and from design teams and contractor, as needed. 11. Request and process soil compaction testing for backfill. 12. Track project progress and schedule using Microsoft Project. 13. Attend and provide project updates in City meetings. 14. Review and check Contractor-submitted construction GPS points. 15. Monitor all applicable utility rules, codes, and safety regulations are complied with and enforce compliance as needed. 16. Read and review daily inspection reports. 17. Direct field inspector as needed. 18. Perform intermittent field observations 19. Ensure all facilities are constructed in accordance with applicable plans, specifications, and CPAU Utility Standards. 20. Receive and respond to public comments and inquiries. 21. Manage complex public complaints and potential claims. 22. Perform or manage field investigations or field measurements of quantities and prepare field orders and contract modifications, as needed. Coordinate revisions with design team. 23. Prepare and review change orders with executive project manager. 24. Monitor performance of the work and prepares and issues notices of defective work and enforces compliance with the construction project documents. Reviews daily inspection reports and photos for non-conformance work. 25. Prepare punch lists and facilitates punch list walks and corrections. 26. Assist with the completion of documents. 27. Document work installed on the as-built/record drawings and submit documentation daily, weekly, monthly or as requested (This may include the use of GPS equipment for data acquisition using City-provided equipment). 28. Manage, coordinate, and complete permits required for the project. Tasks specific to Electric/Fiber: 1. Manage and review the preparation of project procedures of proposed overhead and underground electric/fiber infrastructures, power poles, and electric substations. 2. Plan and schedule installation/maintenance/repair of overhead and underground electric/fiber infrastructure, power poles and electric substations. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 87  Packet Pg. 488 of 660  Professional Services Rev. Jan 29, 2024 Page 20 of 32 C. Documentation & Deliverables The Construction Project Manager shall maintain project tracking documents, logs, and filing systems at all times. The contents of the diary shall consist of brief, accurate statements of progress and conditions encountered during the prosecution of the work. A construction daily report shall be given daily to the City’s assigned City Project Manager and will become a part of the permanent project record. The Construction Project Manager shall keep track of submitted as-builts, photos, and sewer lateral reports submitted by the Inspector. Once a month an electronic effort summary report (web-based or in MS Word or MS Excel format) shall be sent to the City Project Manager summarizing job highlights to the consultant’s work hours, the equipment inspected, and any infractions found. III. ELECTRIC AND FIBER OPTIC SPECIAL SERVICES EMPLOYEE A. Construction Management Overview and Description The City may require that Consultant provide employees, including specialized contract employees, for projects requiring special experience or knowledge, who would be onboarded by the Consultant’s company if not a Consultant employee. Such onboarding by the Consultant shall occur within 10 business days from the date the City agrees to staffing a Consultant contract employee. Consultant’s contract employee’s positions and tasks are not limited to field inspection, construction management, consultation services, estimation, design, labor work, training, etc. The employee must be assigned to the appointed City project. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 88  Packet Pg. 489 of 660  Professional Services Rev. Jan 29, 2024 Page 21 of 32 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:  SERVICES AND DELIVERABLES TO BE PROVIDED  SCHEDULE OF PERFORMANCE  MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 89  Packet Pg. 490 of 660  Professional Services Rev. Jan 29, 2024 Page 22 of 32 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 90  Packet Pg. 491 of 660  Professional Services Rev. Jan 29, 2024 Page 23 of 32 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for on-call, as-needed, time-limited project support services performed in accordance with the terms and conditions of this Agreement, and as set forth in a specific Task Order budget schedule. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth in a specific Task Order. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed within a specific Task Order, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Consultant’s Task Orders issued under this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in the Task Orders issued to Consultant under this Agreement shall be at no cost to the CITY. The consultant will be compensated for the actual hours worked on construction site as requested by each Project Manager/Engineer, within the Task Order budget estimate prepared by City. The work hours in the electronic effort summary report will be used as a basis for compensation; Any revisions to the Task Order budget will require a written amendment signed by authorized representatives of the Parties. The City makes no guarantee as to the actual amount of services to be requested under any Task Order. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 91  Packet Pg. 492 of 660  Professional Services Rev. Jan 29, 2024 Page 24 of 32 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Park Engineering, Inc. (Main Consultant) (c) (d)(e) (g) Main Sub Regular time $66.82-$81.21 $84.99 - $103.30 $151.81 - $184.5 Night Time $66.82-$81.21 $84.99 - $103.30 $151.81 - $184.5 Overtime $100.23 - $121.82 $127.50 - $154.96 $227.73 - $276.7 Double Time $133.64 - $162.42 $169.98 - $206.60 $303.62 - $369.0 Main Sub Regular time $87.37 - $113.07 $111.15 - $143.84 $198.52 - $256.91 Night Time - - Overtime - - Double Time - - NA Regular Time TBD (e) x 1.27 (e + f) Night Time TBD (e) x 1.27 (e + f) Overtime TBD (e) x 1.27 (e + f) Double Time TBD (e) x 1.27 (e + f) Total Two Million Dollars ($2,000,000.00) per year with a total contract amount not to exceed Six Million Dollars ($6,000,000.00) among all Consultants over the three-year term. Maximum Annual Price Escalator: Year 2: 3% Year 3: 3% Notes: (a) The number of hours for the various tasks cannot be estimated at this time for an on-call contract, they will be included in a Task Order budget prepared by City at the time services are requested. (b) Rates for prevailing wage categories are subject to annual escalations in accordance with the bi-annual wage determinations from the California DIR. Rates based on California DIR’s wage determinations dated September 2023 (Inspectors). (c) [Omitted intentionally] (d) Nighttime – Work begun after 5 PM or before 6 AM (1.125 x hourly rate). Overtime – Work over 8 hours Monday – Friday or 1st 8 hours on Saturdays (1.5 x hourly rate). Double Time – Work over 8 hours on Saturdays or all hours on Sundays and Holidays (2 x hourly rate). (e) Hourly rates are inclusive of travel time and no travel time will be billed by staff for daily travel to the project site. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 92  Packet Pg. 493 of 660  Professional Services Rev. Jan 29, 2024 Page 25 of 32 (f) Rate including Contractor expenses (ex. benefits, vehicle, cell phone, laptops, PPE, tools, etc.) to be added to Employee hourly rates (g) Employee Hourly Rate + Extended Rate Zoon Engineering, Inc. (Sub-Contractor) (c) (d)(e) (g) Main Sub Regular time $58.91- $80.77 $88.51 -$121.36 $147.42 – $202.13 Night Time - - - Overtime - - - Double Time - - - Maximum Annual Price Escalator: Year 2: 3% Year 3: 3% Year 4: 3% Year 5: 3% Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 93  Packet Pg. 494 of 660  Professional Services Rev. Jan 29, 2024 Page 26 of 32 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS 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 HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 94  Packet Pg. 495 of 660  Professional Services Rev. Jan 29, 2024 Page 27 of 32 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 95  Packet Pg. 496 of 660  Professional Services Rev. Jan 29, 2024 Page 28 of 32 EXHIBIT E DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement. CITY provides notice to CONSULTANT of the requirements of California Labor Code Section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR. Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time. CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation. CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461). CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 96  Packet Pg. 497 of 660  Professional Services Rev. Jan 29, 2024 Page 29 of 32 The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request. CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project. If the certified payroll records are not provided as required within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT. Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records. Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815. CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)). CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 97  Packet Pg. 498 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 30 of 32 EXHIBIT F Claims for Public Contract Code Section 9204 Public Works Projects The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 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 Exhibit 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 Exhibit, 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 Exhibit, 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, 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. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 98  Packet Pg. 499 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 31 of 32 (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 Exhibit 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 Exhibit or to otherwise meet the time requirements of this Exhibit 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 Exhibit, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 99  Packet Pg. 500 of 660  Exhibit: Claims for PCC Section 9204 Public Works Projects Rev. Dec. 15,2020 Page 32 of 32 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. Docusign Envelope ID: 9CC403A4-D97A-48BE-BC72-DEF467835F9D Item 13 Attachment C - Contract with Park Eng; Contract C251935904C        Item 13: Staff Report Pg. 100  Packet Pg. 501 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Human Resources Meeting Date: April 7, 2025 Report #:2503-4356 TITLE Approval of Council Appointed Officers (CAO) Committee Recommendation to Approve and Authorize the CAO Committee Chair to Negotiate a New Professional Services Contract with Municipal Resources Group (MRG) for Council Appointed Officer Performance Evaluation Services and to Approve and Authorize City Manager or Designee to Execute Negotiated Contract in an Amount Not to Exceed $208,500 for a Period of up to 3 Years– CEQA Status: Not A Project RECOMMENDATION 1. Approve the CAO Committee recommendation to approve and authorize the CAO chair negotiate a performance evaluation services contract with the existing consultant and facilitator, Municipal Resources Group (MRG) based on the MRG proposal (Attachment A) to provide services to facilitate the CAO performance evaluations process; and 2. Approve and Authorize the City Manager or their designee to execute a new professional services contract with MRG to provide facilitation services for the CAO performance evaluations process, for a term of up to 3 years and a total not-to-exceed up to $208,500. BACKGROUND The Council Appointed Officers (CAO) Committee is charged with the performance management process oversight of the four Council Appointed Officers positions. The Committee met on November 26, 20241 to review and debrief regarding the 2023-2024 CAO performance evaluation process, as well as to discuss the next steps for CAO performance evaluation services contract. 1 Council Appointed Officers Committee, 11/26/24, https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16465 Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 1  Packet Pg. 502 of 660  ANALYSIS On November 26, the CAO Committee discussed the improvements implemented in the FY 2023-2024 CAO performance evaluation process and the effort Council accomplished with the current MRG consultant. Substantive changes to the performance evaluation process were implemented during last year’s process, including refining the Council questions of each CAO, and more thorough discussions with the CAOs. There will be additional follow-up in the next evaluation process to incorporate performance indicators and to integrate the Council questions in alignment with the CAO self-evaluation prompts. The CAO Committee discussed the timeline and a suggestion for the Council interviews to be scheduled ahead of the Council break or completed no later than the Council break in order to have the CAO evaluation process completed in September. The CAO Committee strongly supported continuing with a facilitator and unanimously recommended the following: a) Chair Lauing discuss with the existing consultant if the current facilitator is available for the next cycle. If so, negotiate a Council Appointed Officers performance evaluation services contract with the existing consultant and facilitator. b) If not, return to the Council Appointed Officers Committee to discuss options including other facilitators with the existing consultant or other consultants. Since the Committee meeting, it has been confirmed that the existing facilitator is available for the next performance evaluation process to be started in May 2025. Attached is the MRG proposal for performance evaluation services for the new term effective July 1, 2025. If Council approves the recommendation to approve the proposal, the new contract with MRG will be processed and scheduled on a Council agenda for approval this spring 2025. FISCAL/RESOURCE IMPACT The authorization requested is for the CAO performance evaluation professional services contract with fees for a total not to exceed of up to $208,500 over a three-year period, to be funded from the Council budget fund, subject to the annual appropriation of funds through the budget. STAKEHOLDER ENGAGEMENT This has been coordinated with the prior and current Committee Chairs, the professional services provider, and internal stakeholders. Public comment was made available during the Committee deliberations. Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 2  Packet Pg. 503 of 660  ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 3  Packet Pg. 504 of 660  Elk Grove, California 95624 866-774-3222 www.Solutions-MRG.com January 13, 2025 Mayor Ed Lauing, Chair Council Appointed Officers Committee City of Palo Alto 250 Hamilton Ave Palo Alto, CA 94301 Dear Vice Mayor Lauing, Thank you for reaching out to Municipal Resource Group, LLC (“MRG”) to assist the City of Palo Alto (“City”). MRG is pleased to submit a proposal to facilitate the Council Appointed Officers (CAO) Annual Performance Evaluation and develop performance goals for the Appointed Officials for use in the 2025 evaluation process. One of the important tasks of elected officials is the annual review of the appointed officials, focusing on developing a formal, mutually agreeable, and value-driven process. The results of these evaluations are crucial to organizational success and achieving the Council’s vision and goals. As you know, MRG has extensive experience with Council-appointed position evaluation processes. When conducting an evaluation, we seek to communicate the desires and expectations of the elected body in one voice. This requires we spend sufficient time understanding each member’s perspective of the appointed official’s performance to prepare an evaluation summary that concisely documents areas of consensus and divergent opinions. The result is an evaluation that permits the Council and the appointee to know what is going well, areas for further development, and a road map to achieve the desired performance objectives. Our familiarity with City Appointed Officials and Councils will allow a deep dive into each year’s focus areas. MRG regularly conducts chief-appointed official evaluations for cities, counties, special districts, and school districts. We have recently facilitated the evaluation process for many of your neighboring agencies, such as Redwood City, Pittsburg, Sunnyvale, Los Altos, San Leandro, Portola Valley, Roseville, San Luis Obispo, Santa Cruz, Santa Rosa, and the Fresno Unified School District. We will apply lessons learned to the Palo Alto process to ensure it is exceptional. Respectfully submitted, Mary Egan, CEO MRG, LLC 916-261-7547 egan@solutions-mrg.com Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 4  Packet Pg. 505 of 660  City of Palo Alto MRG, LLC Proposal for Evaluation Services ABOUT MRG The MRG team is a centralized resource for Council Appointed Officers Evaluations and Facilitations, Human Resources, Staff Development, and Organizational Excellence needs. We can assess and improve HR functions including, but not limited to, professional development, training, succession planning, workplace investigations, organizational assessments and implementation plans, employee relations, mentoring and coaching, project management, recruitment, and selection. MRG team members have led successful transformational efforts in our client agencies and fully understand their real-world challenges in making meaningful, long- term changes. Firm Name: Municipal Resource Group, LLC (“MRG”) Physical Address: 8788 Elk Grove Blvd., Suite L, Elk Grove, CA 95624 Mailing Address PO Box 561, Wilton, CA 95693 Website: www.Solutions-MRG.com Facilitator: Dan Rich E-Mail: danielhrich@yahoo.com Telephone Number: (650) 387-2074 MRG’s Consulting Philosophy As a consulting firm, MRG brings talented consultants to assignments to meet clients’ needs. MRG differentiates its work based on the following principles. Trusted Advisors MRG prides itself on building long-term relationships with clients who turn to it for guidance and expertise. We work as “trusted advisors,” working directly with organizational leadership to help them manage their complex organizations and adjust to change that constantly knocks on the door. Commitment to Public Service We have also chosen to focus our work on local, regional, and state agencies that deliver public service to communities. We understand that our clients' work is important and impactful, and our goal is to help organizations do that work with more grace, effectiveness, and efficiency. Partnership for Impact As seasoned executive leaders ourselves, we have no interest in writing reports that sit on shelves or are not reality-based for action. MRG needs to work in a consultative partnership directly with management for organizational impact to occur. We see our role as true partners Trusted Advisor Commitment to Public Service Partnership for Impact Management Practitioners + Leadership Coach Strategic Organizational Development Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 5  Packet Pg. 506 of 660  City of Palo Alto MRG, LLC Proposal for Evaluation Services with the leadership team to work productively to help you find solutions for actionable impact in your organization. Team of Management Practitioners + Executive Leadership Coach Today’s organizations require a robust understanding of people and teams, plus talented management and leadership. The key to an organization’s success is the integration of control, which creates value (efficiency, effectiveness, empowerment), and leadership, which inspires change and a collective vision. By bringing a consultant team with management plus leadership coaching expertise, MRG can deliver tools, perspectives, and paradigms for the continued growth and support of an organization’s leadership team. Strategic Organizational Development Organizations are complex, multifaceted organisms that take time and strategy to develop and shape. While employees are focused on delivering services, the “care and feeding” of the organization, structure, and systems needs to be done to support the workforce, mold culture, and deliver services/mission. MRG brings deep organizational development and human resources experience to transform and help organizations continue to invest in their operations' strategic and hands-on development. SCOPE OF WORK FOR PALO ALTO MRG has an established approach to Performance Evaluation Processes. Based on standard practice, we then incorporate Palo Alto’s request to include additional elements or minimize the process to meet expedited timelines and needs. Flexibility is critical to providing Palo Alto with a mutually agreed-upon process. A successful performance evaluation will recognize the accomplishments of the CAOs to show appreciation for their contributions to the City. The summary will identify areas where the CAOs are successful and areas for professional development. MRG will facilitate discussions between the Council and the CAOs with actionable items to enhance organizational leadership. Finally, our process allows the CAOs to provide a self-assessment to summarize their accomplishments and specify progress on established goals from their perspectives. EVALUATION METHODOLOGY • An introduction to our evaluation process includes a virtual Closed Session with the Mayor and Council to review the process, discuss options, highlight key dates, and communicate the expectations of the Council, CAOs, and MRG facilitator. During the introductory meeting, we address logistics related to the process. • Secure a comprehensive self-evaluation document from the CAO. MRG has an outline that provides a framework for preparing a self-assessment. • Customize the evaluation process to reflect the needs of the City Council. We work with the City Council to gain insight concerning high-level performance expectations and to customize the process, including finalizing the online survey, performance areas, and attributes. • Optional: If requested, prepare, and collect salary data for the CAO from approximately Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 6  Packet Pg. 507 of 660  City of Palo Alto MRG, LLC Proposal for Evaluation Services six comparable jurisdictions. MRG will also engage in individual discussions with the Appointed Officials to uncover compensation interests. Subsequently, in memorandum format, MRG will relay this information to the Council and assist in facilitating agreement on any compensation adjustments. • Optional: If requested, prepare a Direct Reports feedback report for the CAO that will solicit input from each member of the Senior Staff via an online survey tool, seeking information on the CAO's performance and obtaining insight on strengths and potential development opportunities. • Gather insight and input, including goals, from each Council member. Interview each Council Member individually in a manner that offers flexibility in scheduling. Video conferencing provides an efficient, low-cost platform. MRG will interview the two outgoing Council Members. • Council Members will make themselves available for an interview by the end of the second week in August. • MRG will develop the comprehensive draft summary, including the perspectives of all members, integrated into common “themes” and goals that give consistent feedback and speak with one voice where possible. MRG will also prepare a compensation memo for the Council to consider compensation adjustments if requested. • Review and reach a consensus on the draft evaluation report and goals in a closed session with the City Council. In some cases, the City prefers to include the CAOs in these conversations to hear the council's deliberations. Other agencies prefer to have this deliberation with the facilitator and include the appointed official after the draft document has been finalized. This is one of the topics we will discuss at the pre- meeting. • Finalize and deliver evaluation summary and address process issues, as necessary. Meet with the CAOs to assist them in developing an action plan to meet the Council-identified expectations. • Debrief with the City Council and the CAOs as appropriate to identify the process's strengths and concerns. Identify methods for ongoing communication and make suggestions on a process for mid-year performance discussions with the appointed officials, as necessary. The evaluation process typically takes 8-10 weeks to complete. This timeline is subject to the availability of the City Council for closed sessions, individual interviews, and the relevant documents by the City. Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 7  Packet Pg. 508 of 660  City of Palo Alto MRG, LLC Proposal for Evaluation Services MRG TEAM Dan Rich (Lead Consultant) Dan Rich is a local government leader with more than thirty years of public sector experience, including fourteen years as a city manager. He is a big-picture strategic thinker and someone who pays attention to the small details and the political context of a situation. Dan’s proven interpersonal, communication, negotiation, and facilitation skills have served him well in developing highly effective teams over the course of his career and he has been involved with career development efforts of younger professionals for almost two decades. He has a strong background in organizational development, strategic planning, and land use as well as extensive involvement in financial management, personnel, and policy analysis. Prior Local Government Experience:  City Manager, City of Mountain View  City Manager, City of Campbell  Assistant City Manager, City of Belmont Consulting Services Provided:  City of Palo Alto, Performance Evaluations (CM, CA, City Clerk)  City of Novato, Administrative Services Department, Executive Coaching Coaching / Leadership:  City of Alameda, Executive Coaching  City of Palo Alto, Executive Coaching Training & Certifications:  B.A., UC Berkeley  MPP, Harvard University’s John F. Kennedy School of Government Julie Mares (Vice President of Operations, Principal) – Julie provides advice and coaching in the areas of human resources and organizational effectiveness. She is a seasoned career public sector manager with more than two decades of broad executive experience. Julie has experience working within a general-purpose local government, with special emphasis on human resources, strategic planning, City Council relations, leadership development, financial sustainability, and community engagement. Julie served as City Manager for the City of Milpitas, where she led a staff of 400 employees to serve a diverse population of 80,000. In her final position as San José Deputy City Manager, Julie was the Interim Human Resources Director. Julie is readily available to oversee the project team and meet project deadlines. Mary Egan (Chief Executive Officer)—Mary is the MRG Chief Executive Officer. She collaborates with public and private organizations and their executive leadership to achieve their full potential. She has conducted hundreds of appointed official evaluations for public agencies. She is a certified professional executive coach who uses these skills to help clients increase their performance and identify potential limiting blind spots. Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 8  Packet Pg. 509 of 660  City of Palo Alto MRG, LLC Proposal for Evaluation Services She also advises clients regarding employment-related risk mitigation, strategic planning, and interest-based problem resolution. The entire team of MRG-affiliated consultants can be found at www.Solutions-MRG.com. Should the need arise for subject matter expertise, we have a wide range of professional subject matter experts in addition to Human Resources experts. COST: We will complete the work we identify for a fixed fee of $12,000 per appointee evaluation and related goal-setting for in-person attendance at a closed session. MRG will invoice 50% of the contract at the project launch and the remaining 50% after the evaluation. Costs per evaluation element: City Manager Evaluation City Attorney Evaluation City Clerk Evaluation City Auditor Evaluation $12,000 $12,000 $12,000 $12,000 Direct Reports Feedback per Appointee $3,500 (if requested) Executive Salary Analysis per Appointee $2,500 (if requested) Additional work not contemplated in this proposal will be billed at $325 per hour and will begin only after agreed upon between the City and MRG. Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 9  Packet Pg. 510 of 660  Attachment A Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 10  Packet Pg. 511 of 660  Visit us at: www.Solutions-MRG.com Serving CA and surrounding states from the Sacramento, Los Angeles, and Bay Areas. (866) 774-3222 Dan Rich Affiliated Consultant MUNICIPAL RESOURCE GROUP, LLC Telephone: (650) 387-2074 danielhrich@yahoo.com Dan Rich is a local government leader with more than thirty years of public sector experience, including fourteen years as a city manager. He is a big picture strategic thinker and someone who pays attention to the small details and the political context of a situation. Dan’s proven interpersonal, communication, negotiation and facilitation skills have served him well in developing highly effective teams over the course of his career and he has been involved with career development efforts of younger professionals for almost two decades. He is passionate about helping grow talent in the public sector. He has a strong background in organizational development, strategic planning, and land use as well as extensive involvement in financial management, personnel, and policy analysis. Dan provided strategic direction for developing and gaining stakeholder support for three successful revenue measures. Dan served as Mountain View’s City Manager from 2011 through 2019, when he retired. Mountain View is a full-service city with approximately 80,000 residents and 600 employees. It is home to numerous well- known companies including Google, Intuit, and LinkedIn, as well as numerous startups. Dan worked on complex land use projects and partnerships as well as award-winning long-range planning documents. He was a leader on regional pension reform, transportation, and Next Gen employee development initiatives. Dan also took pride in fostering effective Council relations and initiating employee wellness and engagement efforts. He served as chair of the Santa Clara County City Managers Association and was a member of the League of California Cities’ pension reform task force. Prior to Mountain View, Dan spent six years as the City of Campbell’s City Manager, four years as Assistant City Manager in Belmont, and nine years in the Sunnyvale City Manager’s office. He also spent five years working for members of Congress. Since retiring, in addition to consulting, Dan has been working part time at Stanford, teaching a public policy practicum, an introductory Land Use class and a Local Government class. He also volunteers with local non-profits. Dan is a Bay Area native and received his BA from U.C. Berkeley in Economics and Political Science and has a Master in Public Policy from Harvard’s John F. Kennedy School of Government. Rich’s Areas of Expertise: Organizational Development Coaching Governance Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 11  Packet Pg. 512 of 660  Visit us at: www.Solutions-MRG.com Serving CA and surrounding states from the Sacramento, Los Angeles, and Bay Areas. (866) 774-3222 Julie Mares, Vice President of Operations Affiliated Consultant MUNICIPAL RESOURCE GROUP, LLC Telephone: (408) 600-0000 jmares@solutions-mrg.com Julie Mares is a seasoned, public-sector manager with more than two decades of broad executive experience in the areas of general management, organizational development, financial sustainability, parks & recreation, community services, affordable housing, performance measurement, and human resources. Julie has extensive experience working within local government, with special emphasis on strategic planning, city council relations, leadership development, and community engagement. Julie is a strategic thinker, capable of helping organizations adapt to fiscal and service challenges while focusing on interdepartmental coordination and community partnerships to enhance efficiency and effectiveness. Before affiliating with MRG, Julie was the Chief Operating Officer for Management Partners where, in collaboration with the executive team, she directed all aspects of operational policies, objectives, and initiatives that enabled the consulting agency to be well- positioned to provide value-added services to all local government clients. She also served as the City Manager of Milpitas, where she led a staff of 400 to serve a diverse population. Key initiatives completed during her tenure included a successful ballot measure to increase the Transient Occupancy Tax, a collaborative update of community development fees supported by the development community, an interagency partnership to site the City's first 100% affordable housing project, and numerous administrative process improvements. Additionally, Mares worked for nearly eleven years with the City of San José, the nation’s tenth largest city. As the Deputy City Manager, she focused both on strategic partnerships with schools and businesses and on civic engagement and collaboration with community stakeholders to provide safe and healthy neighborhoods. One example included spearheading a partnership with the local high school district to deploy a free Wi-Fi network for underserved students. She also served as Director of Parks & Recreation. In that role, she led the development of a new program creating a financially sustainable approach to operational delivery of parks and recreation that resulted in the adoption of a City Council policy, a new regional training program, and a twenty percent improvement in the departmental cost recovery rate. Julie worked for the City of Tucson for nearly 12 years as Deputy Director of Budget and Research, Assistant to the City Manager, and Human Resources Administrator. As the Deputy Director leading the Research and Organizational Effectiveness Division, she collaborated with internal clients, providing a variety of management consulting services to strengthen and enhance organizational performance and effectiveness. She also served as a manager with United Airlines for eleven years in several leadership roles for airport operations and customer service management. Mares holds a BS in business management and a master’s in education. She is a graduate of the Southwest Leadership Program in Public Policy Management from the University of Arizona Eller College. Julie’s Areas of Expertise: Strategic Planning Governance Management Consulting Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 12  Packet Pg. 513 of 660  Visit us at: www.Solutions-MRG.com Serving CA and surrounding states from the Sacramento, Los Angeles, and Bay Areas. (866) 774-3222 Mary Egan – Chief Executive Officer Affiliated Consultant MUNICIPAL RESOURCE GROUP, LLC Telephone: (916) 261-7547 egan@solutions-mrg.com Mary is the CEO and a founding partner of MRG, overseeing the entire practice and providing high-level leadership over every project. She is highly skilled at Executive Coaching, Workplace Investigation, and Conflict Resolution and often uses those skills, along with her considerable experience, when advising her clients regarding employment-related risk mitigation, strategic planning, and interest-based problem resolution. Mary’s specialties are facilitating performance evaluations and organizational analysis as well as coaching employers to address deficiencies and maximize their impact. She is a certified professional executive coach and uses these skills to help clients increase their level of performance and identify potential limiting blind spots. She also advises clients regarding investigations, employment-related risk mitigation, strategic planning, and interest-based problem resolution. Mary is adept at the facilitation of staff retreats, team-based problem-solving, and labor management committees, works with elected boards to define the performance expectations of their key managers, and serves as a neutral factfinder in the resolution of employer/employee issues. As a Private Investigator and Qualified Manager licensed by the State of California, Mary has handled hundreds of workplace investigations for both private sector and public employers on all types of employment matters over the last several years, including claims of discrimination, harassment, retaliation, whistleblowing, substance abuse, threats of violence, assault, theft, fraud, violations of company policies, wage and hour violations, and other forms of alleged misconduct. Mary is experienced in testifying during administrative and judicial proceedings regarding completed investigations and provides expert testimony on the adequacy of workplace investigations, human resource practices, and public sector employment standards and expectations. She is also qualified as an expert in State Court on the adequacy of investigations. She is a founding member of the Association of Workplace Investigators (“AWI”) and spent four years developing the AWI’s published standards for workplace investigations and serving as a faculty member at the Workplace Investigation Institute. Prior to MRG, Mary held key positions with both the City of Sacramento and the City of San Jose, where she was the Employee Relations Officer and Chief Negotiator. While with Shannon Associates, Mary managed recruitments for high-level appointed executives, as well as complex HR assessments for large and complex clients. She continued her consulting services with high-profile clients after starting her own firm in 2001 and maintains long-term relationships with cities and counties in California. Mary is a recognized expert in municipal government interest arbitration. Mary ’s Areas of Expertise: Conflict Resolution Executive Coaching Performance Evaluations Strategic Planning Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 13  Packet Pg. 514 of 660  Visit us at: www.Solutions-MRG.com Serving CA and surrounding states from the Sacramento, Los Angeles, and Bay Areas. (866) 774-3222 In addition to her significant field experience with major clients, Mary earned a Bachelor of Science degree in Applied Behavioral Sciences from the University of California, Davis, where she was named “Outstanding Female Graduate,” and a Master of Public Administration (MPA) degree from San Francisco State University. Mary is a founding member of the California Association of Workplace Investigators (CAOWI), participating as Chairperson of the Legislation Committee and member of the Best Practices Committee. Mary is a Certified Professional with the Society for Human Resources Management (SHRM) and is a founding member of the Association of Workplace Investigators (AWI). She is a frequent presenter at conferences, seminars, and meetings of several professional organizations, including the League of California Cities, the International Public Management Association (IPMA), the California Public Employers Labor Relations Association (CALPELRA), the Municipal Management Assistants of Northern California (MMANC), and the California State Association of Counties (CSAC). In 2018, Mary was recognized by the Sacramento Business Journal as a recipient of the Women Who Mean Business award. Item 14 Attachment A - Municipal Resources Group Proposal, CAO Evaluation        Item 14: Staff Report Pg. 14  Packet Pg. 515 of 660  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: April 7, 2025 Report #:2503-4352 TITLE SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A, B, and D; 3.4A-D; and 6.2A). (FIRST READING: March 3, 2025, PASSED 6-0-1, Lythcott-Haims absent) RECOMMENDATION Staff recommends the City Council adopt on second reading the attached housing element implementation ordinance to modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance. EXECUTIVE SUMMARY On March 3, 2025, the City Council adopted, on first reading, an ordinance amending the zoning code to implement programs in the City’s adopted Housing Element that modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance. The City Council’s motion and revisions in response to this motion are summarized below. March 3, 2025 City Council Motion Revisions to Ordinance/Resolution 1. Modify the retail node to extend along El Camino Real from Page Mill Road to the southern City boundary, and refer to the Planning & Transportation Commission for further discussion and recommendation to City Council Revised PAMC Chapter 18.40.180(c)(4)(E) Figure 5. As shown in Attachment B, this map change creates an "interim" node, extending from Page Mill Road to the southern City boundary where the Retail Preservation Ordinance will continue to apply, until such time as the Planning and Transportation Commission recommends and the City Council determines refined node locations. Future changes to the map may be made by resolution or by administrative action of the Planning Director. Item 15 Item 15 Staff Report        Item 15: Staff Report Pg. 1  Packet Pg. 516 of 660  2. Exclude auto dealerships (AD overlay) near El Camino Real and Charleston Road from the HIP Program Revised Ch. 18.14.030(b), Housing Incentive Program applicability section, to exempt sites on El Camino Real subject to the auto dealership (AD) combining district regulations in Chapter 18.30(F) from eligibility from the HIP. ATTACHMENTS Attachment A: Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A Attachment B: Retail Nodes on El Camino Real Subject to Retail Preservation APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 15 Item 15 Staff Report        Item 15: Staff Report Pg. 2  Packet Pg. 517 of 660  *NOT YET APPROVED* 1 0160170_KB2_20250306_AY16 Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Various Chapters of Title 18 (Zoning) of the Palo Alto Municipal Code to Implement Programs 3.3 and 3.4 of the 2023-2031 Housing Element to Revise the Housing Incentive Program and Affordable Housing Incentive Program SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. On May 8, 2023, the City Council adopted Resolution No. 10107, approving an Addendum to the Comprehensive Plan Environmental Impact Report (EIR), making various findings, and adopting the 2023-2031 Housing Element for the City of Palo Alto. B. On December 18, 2023, the City Council approved a Revised Addendum to the Comprehensive Plan EIR and adopted Ordinance No. 5608, rezoning sites in the 2023-2031 Housing Element Sites Inventory to accommodate the City’s Regional Housing Needs Allocation. C. On April 15, 2024, the City Council adopted Resolution No. 10155, making various findings, adopting a Revised 2023-2031 Housing Element, and authorizing the Director of Planning and Development Services to take further actions necessary to achieve certification of the Housing Element by the California Department of Housing and Community Development (HCD). D. On August 19, 2024, HCD found that the Revised 2023-2031 Housing Element, as further modified on July 17, 2024, was substantially compliant with state law. E. Programs 3.3 and 3.4 of the City’s Revised 2023-2031 Housing Element direct a variety of updates to the City’s Housing Incentive Program and Affordable Housing Incentive Program, which are implemented in this ordinance. F. On December 17, 2024, the Planning and Transportation Commission considered and recommended that the City Council adopt this ordinance to implement the 2023-2031 Housing Element. SECTION 2. Section 18.14.030 (Housing Incentive Program) of Chapter 18.14 (Housing Incentives) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended to read as follows: 18.14.030 Housing Incentive Program (a) Purpose The housing incentive program modifies base zoning district standards and streamlines review to encourage higher-density multi-family housing production. The program is a local alternative to State Density Bonus Law. Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 3  Packet Pg. 518 of 660  *NOT YET APPROVED* 2 0160170_KB2_20250306_AY16 (b) Applicability The housing incentive program shall apply to the following zoning districts or locations: (1) Chapter 18.13: RM-20, RM-30, RM-40 (2) Section 18.14.020: GM/ROLM Focus Area (see Figure 1) (3) Chapter 18.16: CC(2); CN or CS-zoned sites on El Camino Real, except sites in the Automobile Dealership (AD) Combining District; CS sites on San Antonio Road between Middlefield Road and East Charleston Road (4) Chapter 18.18: CD(C) (5) Chapter 18.29: NV- R3, NV- R4, NV- MXL, NV- MXM, NV- MXH, NV- PF (c) Procedures The regulations established by this section provide increases in development standards for eligible projects electing to take advantage of the Housing Incentive Program. A property owner may elect to use the site consistent with the underlying zoning district. The Housing Incentive Program provides flexibility in development standards that allow for a density increase that would in most cases exceed density bonuses under state density bonus law (Government Code Section 65915). Therefore, a project applicant may utilize the provisions of this section as an alternative to use of the state density bonus law implemented through Chapter 18.15 (Density Bonus) of this Title, but may not utilize both this section and state density bonus law. If an applicant utilizes state density bonus law, the provisions of this section shall not apply. (d) Permitted Uses The following uses shall be permitted to use the housing incentive program: (1) Multiple-Family Residential. (2) In conjunction with a Multiple-Family Residential use, any uses permitted in the underlying district, provided the uses are limited to the ground floor. (e) Development Standards For all eligible zoning districts, the housing incentive program shall modify underlying zoning district standards as shown in Table 5. Floor area ratio (FAR) and building height standards are specified in Table 6; unlike the standards in Table 5, these standards vary by zoning district and whether or not a site is classified as an opportunity site listed in Appendix D of the Housing Element. Table 5 Housing Incentive Program Development Standards Minimum Site Specifications Standards for All Eligible Zoning Districts Subject to regulations in: Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 4  Packet Pg. 519 of 660  *NOT YET APPROVED* 3 0160170_KB2_20250306_AY16 Minimum Setbacks Front Yard (ft) Same as underlying district or 10 ft. (whichever is less) Setback lines imposed by a special setback map pursuant to Chapter 20.08 of this code or imposed to create required effective sidewalk widths apply. Rear Yard (ft) Same as underlying district Rear Yard abutting residential zoning district (ft) Same as underlying district Interior Side Yard if abutting residential zoning district (ft) Same as underlying district Street Side Yard (ft) Same as underlying district or 8 ft. (whichever is less) Maximum Site Coverage 100% (commercial districts and GM/ROLM Focus Area) 70% (residential districts) Minimum Landscape/Open Space Coverage Same as underlying district See 18.14.020 for modified standards applicable to Housing Element Opportunity Sites Minimum Usable Open Space Same as underlying district Maximum Height (ft) See Table 6 for standards, by zoning district Portions of a site within 50 ft of a low density residential district (RE, R1, NV-R1, R2, NV-R2, RMD) 35 ft(1) Daylight Plane for lot lines abutting a low density residential district (RE, R1, NV-R1, R2, NV-R2, RMD) Unless the underlying zoning district standard is more permissive, the daylight plane shall be as follows: Initial height: 16 feet, measured at the property line Slope: 45 degrees Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 5  Packet Pg. 520 of 660  *NOT YET APPROVED* 4 0160170_KB2_20250306_AY16 Maximum Residential Density (net) RM-20 Zone (Non-Housing Element Opportunity Site): 40 du/ac All Other RM Zones: 60 du/ac, except no density limit if at least 10% of units are 3+ bedrooms All Other Zones: None. Minimum Commercial FAR Same as underlying district See Section 18.40.180 (retail preservation) Maximum Total FAR See Table 6 for standards, by zoning district Minimum Vehicle Parking 1 space per studio/1-bed 1.5 spaces per 2-bed+ Additional adjustments to the required ratios may be considered per Chapter 18.52 (Parking). TDM Plan Projects providing fewer than 50% of the parking spaces that would be required under Section 18.52.040 shall develop and implement a transportation demand management plan containing, at a minimum: (1) free transit passes for residents (one per/unit); (2) at least one on-site short-term residential loading space; (3) bike repair station; (4) allocation of 5% of required bike parking spaces to cargo bikes; (5) provision of outlets appropriate spaced for e- bike charging at 20% of required bicycle parking spaces; and See Chapter 18.52.050(d) for additional TDM that may be required. Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 6  Packet Pg. 521 of 660  *NOT YET APPROVED* 5 0160170_KB2_20250306_AY16 (6) a micromobility program with a fleet equal to 5% of the number of proposed units. Notes: (1) Distance shall be measured from the property line of the subject site. Table 6 FAR and Building Height Standards, by Eligible Zoning District Housing Incentive Program Standards Maximum FAR(1) Maximum Building Height Non-Housing Element Opportunity Sites Housing Element Opportunity Sites CC(2) 2.6 3.5 60 ft. CS (El Camino Real) 2.85 3.5 60 ft. CS (San Antonio Road between Middlefield Road and East Charleston Road) 2.0 2.0 50 ft. CN (El Camino Real) 2.5 3.25 50 ft. CD(C) 3.0(2) 3.0(2) 50 ft. RM-40 3.0 50 ft. RM-30 2.5 40 ft. RM-20 2.0 40 ft. GM/ROLM Focus 3.5 No change Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 7  Packet Pg. 522 of 660  *NOT YET APPROVED* 6 0160170_KB2_20250306_AY16 Area) Notes: (1) Maximum Floor Area Ratio shall be increased by 0.5:1 for projects in which at 10% of all units contain three or more bedrooms. (2) The use of transferable development rights under Section 18.18.080 shall not cause the site to exceed an FAR of 3.0. (f) Review Process Housing Development Projects that comply with objective design standards pursuant to Chapter 18.24 (Contextual Design Criteria and Objective Design Standards) shall be subject to streamlined review pursuant to Section 18.77.073. All other projects shall be subject to architectural review as provided in Section 18.76.020. Projects shall not be subject to the requirements of site and design review in Chapter 18.30(G). SECTION 3. Section 18.14.040 (Affordable Housing Incentive Program) of Chapter 18.14 (Housing Incentives) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended to read as follows: (a) Purpose The affordable housing incentive program is intended to promote the development of 100% affordable rental housing projects by providing flexible development standards, modifying allowed uses, and streamlining the project review process. (b) Applicability The affordable housing incentive program shall apply to 100% affordable housing projects in the following zoning districts or locations: (1) Housing Element Opportunity Sites listed in Appendix D of the Housing Element; or (2) Properties located within one-half mile of a major transit stop or one-quarter mile of a high-quality transit corridor and zoned CD, CN, CS, and CC, set forth in Chapters 18.16 and 18.18 of this Title, in accord with Chapter 18.08 and Chapter 18.80, but excluding the Town and Country Village Shopping Center, Midtown Shopping Center, and Charleston Shopping Center (unless otherwise allowed by subsection (i). (3) Sites eligible for the Housing Incentive Program pursuant to Section 18.14.030(b). The regulations established by this chapter shall apply for 100% affordable housing projects in lieu of the uses allowed and development standards and procedures applied in the underlying district. A property owner may elect to use the site consistent with the underlying zoning Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 8  Packet Pg. 523 of 660  *NOT YET APPROVED* 7 0160170_KB2_20250306_AY16 district. The affordable housing incentive program provides flexibility in development standards that allow for a density increase that would in most cases exceed density bonuses under state density bonus law (Government Code Section 65915). Therefore, a project applicant may utilize the affordable housing incentive program and the provisions of this section as an alternative to use of the state density bonus law implemented through Chapter 18.15 (Density Bonus) of this Title, but may not utilize both the affordable housing incentive program and state density bonuses law. If an applicant utilizes state density bonus law, the regulations in this section shall not apply. (c) Definitions For purposes of this chapter, the following definitions shall apply. (1) "100% affordable housing project" means a multiple-family housing project consisting entirely of for-rent affordable units, as defined in Section 16.65.020 of this code, except for a building manager's unit, and available only to households with income levels at or below 120% of the area median income for Santa Clara County, as defined in Chapter 16.65, and where the average monthly rent, inclusive of a reasonable utilities allowance, does not exceed one-twelfth of 30% of the area median income (100% AMI) for the appropriate household size. (2) “Major transit stop” and “high-quality transit corridor” as defined in subdivision (b) of Section 21155 of the Public Resources Code. (d) Review Process Housing Development Projects that comply with objective design standards pursuant to Chapter 18.24 (Contextual Design Criteria and Objective Design Standards) shall be subject to streamlined review pursuant to Section 18.77.073 (Streamlined Housing Development Project Review). All other projects shall be subject to architectural review as provided in Section 18.76.020. Projects shall not be subject to the requirements of site and design review in Chapter 18.30(G). (e) Conformance to Other Combining Districts and Retail Preservation The following requirements shall apply to projects in the AH affordable housing incentive program: (1) Where applicable, the requirements of Chapter 18.30(A) (Retail Shopping (R) Combining District Regulations), Chapter 18.30(B) (Pedestrian Shopping (P) Combining District Regulations), and Chapter 18.30(C) (Ground Floor (GF) Combining District Regulations), and Pedestrian Shopping (P) Combining Districts shall apply. (2) Where applicable, the retail preservation requirements of Section 18.40.180 shall apply. Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 9  Packet Pg. 524 of 660  *NOT YET APPROVED* 8 0160170_KB2_20250306_AY16 (3) Projects shall not be subject to the requirements of site and design review in Chapter 18.30(G). (f) Permitted Uses The following uses shall be permitted to use the AH affordable housing incentive program: (1) 100% affordable housing projects; (2) In conjunction with a 100% affordable housing project, provided the uses are limited to the ground floor: (A) Business or trade school. (B) Adult day care home. (C) Office less than 5,000 square feet when deed-restricted for use by a not-for-profit organization. (D) Any uses permitted in the underlying district (g) Conditional Uses All uses conditionally permitted in the applicable underlying zoning district may be established in a project utilizing the AH affordable housing incentive program: (1) in conjunction with an 100% affordable housing project; (2) subject to issuance of a conditional use permit in accord with Chapter 18.76 (Permits and Approvals); and (3) provided that the uses are limited to the ground floor. (h) Development Standards The following development standards shall apply to projects subject to the AH affordable housing incentive program in lieu of the development standards for the underlying zoning district, except where noted below: Table 1 Development Standards AH Incentive Program(1) Minimum Site Specifications Subject to regulations in: Site Area (ft 2) None required Site Width (ft) Site Depth (ft) Minimum Setbacks Setback lines imposed by a special setback map pursuant to Chapter 20.08 of this code or imposed to create required effective sidewalk widths apply Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 10  Packet Pg. 525 of 660  *NOT YET APPROVED* 9 0160170_KB2_20250306_AY16 Front Yard (ft) Same as underlying district or 10 ft. (whichever is less) Rear Yard (ft) Same as underlying district Rear Yard abutting residential zoning district (ft) Same as underlying district Interior Side Yard if abutting residential zoning district (ft) Same as underlying district Street Side Yard (ft) Same as underlying district or 8 ft. (whichever is less) Build-to-Lines Same as underlying district Permitted Setback Encroachments Same as underlying district Maximum Site Coverage None Required Minimum Landscape/Open Space Coverage 20%(2) Minimum Usable Open Space 25 sq ft per unit for 5 or fewer units(2), 50 sq ft per unit for 6 units or more (2) Maximum Height (ft) General Standard (Projects income restricted <120% of AMI) 50'(4) Lower Income Standard (Projects income restricted <60% of AMI) 60’(3)(4) Portions of a site within 50 ft of a residential district (other than an RM-40 or PC zone) R1, R-2, RMD, RM-20, or RM-30 zoned property 35' (5) 18.08.030 Daylight Plane for lot lines abutting a low density residential district (RE, R1, NV-R1, R2, NV-R2, RMD) Unless the underlying zoning district standard is more permissive, the daylight plane shall be as follows: Initial height: 16 feet, measured at the property line Slope: 45 degrees Maximum Residential Density (net) None Required(3) Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 11  Packet Pg. 526 of 660  *NOT YET APPROVED* 10 0160170_KB2_20250306_AY16 Maximum Residential Floor Area Ratio (FAR) - Residential Portion of a Project 2.4:1(3) Maximum Non-Residential FAR 0.4:1 Maximum Total FAR 2.4:1(3) Minimum Vehicle Parking None, within one-half mile of a major transit stop or one-quarter mile of a high- quality transit corridor. 0.5 per unit, all other locations. The Director may modify this standard based on findings from a parking study that show fewer spaces are needed for the project. The required parking ratio for special needs housing units, as defined in Section 51312 of the Health and Safety Code shall not exceed 0.3 spaces per unit. Adjustments to the required ratios shall be considered per Chapter 18.52 (Parking). For Commercial Uses, See Chapters 18.52 and 18.54 (Parking). TDM Plan A transportation demand management (TDM) plan shall be required pursuant to Section 18.52.050(d) and associated administrative guidelines 18.52.050(d) Notes: (1) These developments shall be designed and constructed in compliance with the objective design standards in Section 18.24 and meet the performance criteria, general standards, and exceptions outlined in Chapter 18.40. Developments that elect to devi ate from one or more objective standards in Chapter 18.24 shall meet the context-based design criteria outlined in Section 18.13.060 for residential-only projects and projects in residential, public facilities, and office, research, and manufacturing zones, Section 18.16.090 for mixed use projects in the CN, CC, and CS districts, and Section 18.18.110 for mixed use projects in the CD district. (2) Landscape coverage is the total area of the site covered with landscaping as defined in Chapter 18.04. For the purposes of this Chapter, areas provided for usable open space may be Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 12  Packet Pg. 527 of 660  *NOT YET APPROVED* 11 0160170_KB2_20250306_AY16 counted towards the landscape site coverage requirement. Landscape and open space areas may be located on or above the ground level, and may include balconies, terraces, and rooftop gardens. (3) Except on R-1 opportunity sites (owned by faith-based institutions) where maximum FAR of 2.0; maximum residential density of 50 du/ac; and maximum building height of 50 feet apply, regardless of income level. (4) Mixed-use projects that include ground-floor retail or retail-like uses shall receive an additional 5 feet of building height. (5) Distance shall be measured from the property line of the subject site. The Planning Director may recommend a waiver from the transitional height standard. SECTION 4. Section 18.13.040 (Development Standards) of Chapter 18.13 (Multiple Family Residential (RM-20, RM-30 AND RM-40) Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended as follows (additions underlined; deletions struck-through; unchanged text omitted by bracketed ellipses): 18.13.040 Development Standards (a) Site Specifications, Building Size and Bulk, and Residential Density The site development regulations in Table 2 shall apply in the multiple-family residence districts, provided that more restrictive regulations may be recommended by the Architectural Review Board and approved by the Director of Planning and Development Services, pursuant to the regulations set forth in Chapter 18.76, and the objective design standards set forth in Chapter 18.24. Except that s Sites designated as Housing Element Opportunity Sites shall meet the development standards specified in Chapter Section 18.14.020 and projects utilizing the Housing Incentive Program or Affordable Housing Incentive Program shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. [. . .] SECTION 5. Section 18.16.060 (Development Standards) of Chapter 18.16 (Neighborhood, Community, and Service Commercial (CN, CC and CS) Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended as follows (additions underlined; deletions struck-through; unchanged text omitted by bracketed ellipses):: 18.16.060 Development Standards [. . .] (b) Mixed Use and Residential Table 4 specifies the development standards for new residential mixed use developments and Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 13  Packet Pg. 528 of 660  *NOT YET APPROVED* 12 0160170_KB2_20250306_AY16 residential developments. These developments shall be designed and constructed in compliance with the following requirements and the objective design standards in Chapter 18.24, except that sites designated as Housing Element Opportunity Sites shall meet the development standards as modified in Chapter 18.14.020 and projects utilizing the Housing Incentive Program or Affordable Housing Incentive Program shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. Non-Housing Development Projects and Housing Development Projects that elect to deviate from one or more objective standards in Chapter 18.24 shall meet the context-based design criteria outlined in Section 18.16.090, provided that more restrictive regulations may be recommended by the architectural review board and approved by the director of planning and development services, pursuant to Section 18.76.020. [. . .] (c) Exclusively Residential Uses Exclusively residential uses are generally prohibited in the CN, CS, CC(2) and CC zone districts, except on housing inventory sites identified in the Housing Element, subject to the standards in Section 18.16.060(b), and on CS and CN sites on El Camino Real and CC(2) sites, subject to the following. (1) On CS and CN sites on El Camino Real and on CC(2) sites, where the retail shopping (R) combining district or the retail preservation provisions of Section 18.40.180 do not apply, exclusively residential uses are allowed subject to the standards in Section 18.16.060(b) and the following additional requirements: (A) Residential units shall not be permitted on the ground-floor of development fronting on El Camino Real unless set back a minimum of 15 feet from the property line or the 12-foot effective sidewalk setback along the El Camino Real frontage, whichever is greater; for projects on Housing opportunity sites, or those utilizing the Housing Incentive Program or Affordable Housing Incentive Program, these setbacks may be modified by the standards in Chapter 18.14. Common areas, such as lobbies, stoops, community rooms, and work-out spaces with windows and architectural detail are permitted on the ground-floor El Camino Real frontage. (B) Parking shall be located behind buildings or below grade, or, if infeasible, screened by landscaping, low walls, or garage structures with architectural detail. (C) Combining district use regulations and design and development standards shall not apply to exclusively residential projects on Housing Element opportunity sites designated to accommodate lower income households, and may be limited for sites utilizing the Housing Incentive Program or Affordable Housing Incentive Program. See Section 18.14.020 Chapter 18.14 for details. [. . .] (k) Housing Incentive Program Reserved (1) The Director may waive the residential floor area ratio (FAR) limit and the maximum site coverage requirement for a project that is reviewed by the Architectural Review Board, Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 14  Packet Pg. 529 of 660  *NOT YET APPROVED* 13 0160170_KB2_20250306_AY16 if the Director finds that the project with such waiver or waivers is consistent with the required architectural review findings in Section 18.76.020. The Director may only waive these development standards in the following areas and subject to the following restrictions: (A) For an exclusively residential or mixed-use project in the CC(2) zone or on CN or CS zoned sites on El Camino Real. In no event shall the Director approve a commercial FAR that exceeds the standard in Table 4 of Section 18.16.060(b) or a total FAR (including both residential and commercial FAR) in excess of 2.0 in the CC(2) zone or 1.5 in the CN or CS zone. (B) For an exclusively residential or mixed-use project on CS zoned sites on San Antonio Road between Middlefield Road and East Charleston Road. In no event shall the Director approve a commercial FAR that exceeds the standard in Table 4 of Section 18.16.060(b) or a total FAR (including both residential and commercial FAR) in excess of 2.0. (2) The Director may waive any development standard including parking for a project that is reviewed by the Architectural Review Board, if the Director finds that the project with such waiver or waivers is consistent with the required architectural review findings in Section 18.76.020. The Director may only waive these development standards in the following areas and subject to the following restrictions: (A) For a 100% affordable housing project in the CC(2) zone or on CN or CS zoned sites on El Camino Real; (B) For a 100% affordable housing project on CS zoned sites on San Antonio Road between Middlefield Road and East Charleston Road. (C) In no event shall the Director approve development standards more permissive than the standards applicable to the Affordable Housing (AH) Combining District in Chapter 18.30(J). A "100% affordable housing project" as used herein means a multiple-family housing or mixed-use project in which the residential component consists entirely of affordable units, as defined in Section 16.65.020, available only to households with income levels at or below 120% of the area median income, as defined in Section 16.65.020, and where the average household income does not exceed 60% of the area median income level, except for a building manager's unit. (3) This program is a local alternative to the state density bonus law, and therefore, a project utilizing this program shall not be eligible for a density bonus under Chapter 18.15 (Residential Density Bonus). [. . .] SECTION 6. Section 18.18.060 (Development Standards) of Chapter 18.18 (Downtown Commercial (CD) District) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended as follows (additions underlined; deletions struck-through; unchanged text omitted by bracketed ellipses): 18.18.060 Development Standards Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 15  Packet Pg. 530 of 660  *NOT YET APPROVED* 14 0160170_KB2_20250306_AY16 [. . .] (b) Mixed Use and Residential Table 3 specifies the development standards for new residential mixed use developments and residential developments. Housing Development Projects shall be designed and constructed in compliance with the following requirements and the objective design standards in Chapter 18.24, except that sites designated as Housing Element Opportunity Sites shall meet the development standards as modified in Chapter 18.14.020 and projects utilizing the Housing Incentive Program or Affordable Housing Incentive Program shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. Non- Housing Development Projects and Housing Development Projects that elect to deviate from one or more objective standards in Chapter 18.24 shall meet context-based design criteria outlines in Section 18.18.110, provided that more restrictive regulations may be recommended by the architectural review board and approved by the director of planning and development services, pursuant to Section 18.76.020: [. . .] (l) Reserved Housing Incentive Program (1) For an exclusively residential or residential mixed-use project in the CD-C zone, the Director may waive the residential floor area ratio (FAR) limit after the project with the proposed waiver is reviewed by the Architectural Review Board, if the Director finds that the project exceeding the FAR standard is consistent with the required architectural review findings. In no event shall the Director approve a commercial FAR in excess of 1.0 or a total FAR (including both residential and commercial FAR) in excess of 3.0. Nor shall the use of transferable development rights under Section 18.18.080 be allowed to cause the site to exceed a FAR of 3.0. (2) For a 100% affordable housing project in the CD-C zone, the Director may waive any development standard including parking after the project with the proposed waiver or waivers is reviewed by the Architectural Review Board, if the Director finds that a project with such waiver or waivers is consistent with the required architectural review findings. In no event shall the Director approve a FAR in excess of 3.0 or approve other development standards more permissive than the standards applicable to the Affordable Housing (AH) Combining District in Chapter 18.30(J). A "100% affordable housing project" as used herein means a multiple-family housing or mixed-use project in which the residential component consists entirely of affordable units, as defined in Section 16.65.020 of this code, available only to households with income levels at or below 120% of the area median income, as defined in Section 16.65.020, and where the average household income does not exceed 60% of the area median income level, except for a building manager's unit. (3) This program is a local alternative to the state density bonus law, and therefore, a project utilizing this program shall not be eligible for a density bonus under Chapter 18.15 (Residential Density Bonus). [. . .] Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 16  Packet Pg. 531 of 660  *NOT YET APPROVED* 15 0160170_KB2_20250306_AY16 SECTION 7. Section 18.20.040 (Site Development Standards) of Chapter 18.20 (Office, Research, and Manufacturing (MOR, ROLM, RP and GM) Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended as follows (additions underlined; deletions struck-through; unchanged text omitted by bracketed ellipses): 18.20.040 Site Development Standards [. . .] (b) Development Standards for Exclusively Residential Uses Residential uses shall be permitted in the MOR, RP, RP(5), ROLM, ROLM(E), and GM zoning districts, subject to the following criteria. [. . .] (6) ROLM District. All multi-family development in the ROLM zoning district shall be permitted subject to the provisions above in 18.20.040(b)(2), approval of a conditional use permit, and compliance with the development standards prescribed for the RM-30 zoning district, except for sites designated as Housing Element Opportunity Sites or Focus Areas, which are regulated by Chapter 18.14.020. Sites designated as Housing Element Opportunity Sites or Focus Areas may also elect to utilize the Housing Incentive Program or Affordable Housing Incentive Program, in which case they shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. (7) GM District. All residential development is prohibited in the GM zoning district, except for sites designated as Housing Element Opportunity Sites or Focus Areas, which are regulated by Chapter 18.14.020. Sites designated as Housing Element Opportunity Sites or Focus Areas may also elect to utilize the Housing Incentive Program or Affordable Housing Incentive Program, in which case they shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. (8) Combining Districts. Combining district use regulations and design and development standards shall not apply to exclusively residential projects on Housing Element opportunity sites designated to accommodate lower income households, and may be limited for sites utilizing the Housing Incentive Program or Affordable Housing Incentive Program. See Section 18.14.020 Chapter 18.14 for details. (c) Development Standards for Mixed (Residential and Nonresidential) Uses in the MOR, ROLM, ROLM(E), RP, and RP(5) Zoning Districts Mixed (residential and nonresidential) uses shall be permitted in the MOR, ROLM, ROLM(E), RP, and RP(5) zoning districts, subject to the following criteria: (1) It is the intent of these provisions that a compatible transition be provided from lower density residential zones to higher density residential, non-residential, or mixed use zones. The Village Residential development type should be evaluated for use in transition areas and will provide the greatest flexibility to provide a mix of residence types compatible with Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 17  Packet Pg. 532 of 660  *NOT YET APPROVED* 16 0160170_KB2_20250306_AY16 adjacent neighborhoods. (2) New sensitive receptor land uses shall not be permitted within 300 feet of a Hazardous Materials Tier 2 or Tier 3 use. Existing sensitive receptors shall be permitted to remain, consistent with the provisions of Chapter 18.70 (Nonconforming Uses and Noncomplying Facilities). (3) ROLM(E) District. Mixed (residential and nonresidential) development in the ROLM(E) zoning district shall be permitted, subject to the provisions above in 18.20.040(c)(2), approval of a conditional use permit, determination that the nonresidential use is allowable in the district and that the residential component of the development complies with the development standards prescribed for the RM-20 zoning district. The maximum floor area ratio (FAR) for mixed use development is 0.3 to 1. (4) ROLM District. Mixed (residential and nonresidential) development in the ROLM zoning district shall be permitted, subject to the provisions above in 18.20.040(c)(2), approval of a conditional use permit, determination that the nonresidential use is allowable in the district and that the residential component of the development complies with the development standards prescribed for the RM-30 zoning district. The maximum floor area ratio (FAR) for mixed use development is 0.4 to 1. Except that s Sites designated as Housing Element Opportunity Sites or Focus Areas shall meet the development standards specified in Chapter 18.14.020 and projects utilizing the Housing Incentive Program or Affordable Housing Incentive Program shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. (5) GM District. Mixed use (residential and nonresidential) development is prohibited in the GM zoning district, except for sites designated as Housing Element Opportunity Sites or Focus Areas, which are regulated by Chapter 18.14.020. Sites designated as Housing Element Opportunity Sites or Focus Areas may also elect to utilize the Housing Incentive Program or Affordable Housing Incentive Program, in which case they shall meet the development standards specified in Sections 18.14.030 and 18.14.040, respectively. In computing residential densities for mixed (residential and nonresidential) uses, the density calculation for the residential use shall be based on the entire site, including the nonresidential portion of the site. [. . .] SECTION 8. Chapter 18.32 (Affordable Housing Incentive Program) of Title 18 (Zoning) of the Palo Alto Municipal Code is deleted in its entirety. SECTION 9. Section 18.40.180 (Retail Preservation) of Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended as follows (additions underlined; and unchanged text omitted by bracketed ellipses): 18.40.180 Retail Preservation [. . .] Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 18  Packet Pg. 533 of 660  *NOT YET APPROVED* 17 0160170_KB2_20250306_AY16 (c) Waivers and Adjustments; and Exemptions. [. . .] (4) Exemptions. The following uses shall be exempt or partially exempt from the provisions of this Section 18.40.180, as provided below: (A) A 100% affordable housing project not within the Ground Floor (GF) and/or Retail (R) combining districts nor El Camino Real Node area as depicted in Figure 5on a site abutting El Camino Real. A "100% affordable housing project" as used herein shall have the same meaning as provided in Section 18.14.040(c).means a multiple- family housing project consisting entirely of affordable units, as defined in Section 16.65.020 of this code, available only to households with income levels at or below 120% of the area median income, as defined in Chapter 16.65, except for a building manager's unit. (B) A 100% affordable housing project on a site abutting El Camino Real in the CN and CS zone districts outside the Retail (R) combining district. A "100% affordable housing project" as used herein shall have the same meaning as provided in Section 18.14.040(c).means a multiple-family housing project consisting entirely of affordable units, as defined in Section 16.65.020 of this code, available only to households with income levels at or below 120% of the area median income, as defined in Chapter 16.65, and where the average household income does not exceed 80% of the area median income level, except for a building manager's unit. (C) A residential project located on a Housing Element Opportunity Site listed in Appendix D of the Housing Element, except for projects located within an El Camino Real Node area, as depicted in Figure 5, that utilize the Housing Incentive Program to exceed the realistic capacity estimates identified in Appendix D of the Housing Element. (CD) A high-density residential or mixed-use project in the CS zone district, but not within the Ground Floor (GF) or Retail (R) combining districts, shall be required to replace only up to 1,500 square feet of an existing retail or retail-like use and shall be exempt from minimum vehicle parking requirements pursuant to Chapter 18.52 (Table 1) for this retail or retail-like floor area. For the purposes of this partial exemption, high-density shall mean 30 or more dwelling units per acre. This reduction in retail square footage and minimum vehicle parking requirements shall not apply for a site within the Ground Floor (GF) or Retail (R) combining districts, or within an El Camino Real Retail Node area, unless the site is a Housing Element opportunity site, as depicted in Figure 5 (E) The El Camino Real Node map in Figure 5 may be updated by resolution of the City Council or by administrative regulation issued by the Director of Planning and Development Services. Figure 5: El Camino Real Retail Node Areas Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 19  Packet Pg. 534 of 660  *NOT YET APPROVED* 18 0160170_KB2_20250306_AY16 SECTION 10. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 11. In accordance with the California Environmental Quality Act (CEQA), the City prepared an Addendum to the 2017 Comprehensive Plan Environmental Impact Report (EIR), analyzing the potential environmental impacts of the 2023-2031 Housing Element. On May 8, 2023, the City Council adopted Resolution No. 10107, and on December 18, 2023, the City Council approved a Revised Addendum, finding that the Addendum, as revised, and the 2017 EIR adequately analyzed the environmental impacts of the Housing Element, including the Programs implemented by this ordinance. // // // // Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 20  Packet Pg. 535 of 660  *NOT YET APPROVED* 19 0160170_KB2_20250306_AY16 SECTION 12. This Ordinance shall be effective on the thirty-first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED AS TO CONTENT: Assistant City Attorney City Manager Director of Planning and Development Services Item 15 Attachment A - Amendments to Title 18 to Implement Housing Element Programs 3.3_3.4_6.2A        Item 15: Staff Report Pg. 21  Packet Pg. 536 of 660  X X X X Focus Area Node North Ventura CAP Interim Nodes California Node Triangle Node StanfordUniversity Mountain View Los Altos Yale Street Jacaranda Lane Sherman Avenue El Camino Real Orme Street Bryant Street Ramos Way(Private) Hanover Street Columbia Street Deodar Street Redwood Circle Margarita Avenue Hansen Way Lambert Avenue Paradise Way Fernando Avenue Olive Avenue Cambridge Avenue Ventura Avenue Grant Avenue Matadero Avenue Maybell Avenue Curtner Avenue Oregon Avenue Wilton Avenue Barron Avenue High Street RickeysWay(Private) Whitclem Drive Cowper Street Bowdoin Street La Donna Street Whitsell Street Glenbrook Drive Alma Street McGregorWay Lane 66 Laguna Avenue Stanford Avenue La Jennifer Way Amaranta Avenue Terman Drive Gary Court Arastradero Road WrightPlace Ramona Street Miller Avenue El CentroStreet La Calle Loma Verde Avenue MackayDrive Creekside Drive Suzanne Drive Monroe Drive PenaCourt El CerritoRoad Duluth Circle South Court Irven Court El Capitan Place Silva Avenue Rincon Circle Waverley Street Nelson Court Encina Grande Drive Timlott Lane YnigoWay Laguna Oaks Place Florales Drive Vista Avenue Saint Claire Drive Ely Place DartmouthStreet Los Palos Place Adobe Place ScrippsAvenue WellesleyStreet Amherst Way Park Boulevard Cesano Court Nelson Drive Josina Avenue Cypress Lane (Private) Kelly Way McKellarLane Charleston Road CarlsonCourt Campana Drive ArbolDrive MumfordPlace SolanaDrive Santa Rita Avenue Washington AvenueNorth California Avenue Nevada Avenue El Dorado Avenue Wilkie Way Georgia Avenue Carolina Lane Seale Avenue Acacia Avenue CassWay Ash Street Colorado Avenue Lundy Lane El Verano Avenue Campesino Avenue College Avenue Drake Way Los Robles Avenue West Charleston Road California Avenue East Meadow Drive Magnolia Drive Alger Drive OberlinStreet La Selva Drive DixonPlace Thain Way Page Mill Road Cornell Street Princeton Street Harvard Street Williams Street Kipling Street Verdosa Drive El Carmelo Avenue Scripps Court Pomona Avenue OrindaStreet Shauna Lane Emerson Street Los PalosAvenue BirchStreet MaybellWay La MataWay StauntonCourt Tennessee Lane Duncan Place CherryOaksPlace Amherst Street Chestnut Avenue Sheridan Avenue El Camino Way Tioga Court Lindero Drive Shasta Drive Diablo Court Cerrito Way Ferne Avenue Greenmeadow Way CarlsonCircle Maureen Avenue Starr King Circle Dinah's Court Ilima Court Cowper Court Juniper Lane(Private) KingArthur'sCourt Oregon Expressway BakerAvenue Silva Court Oxford Avenue Marion Avenue AbelAvenue San Jude Avenue Edlee Avenue Miller Court Rinconada Avenue Pepper Avenue Clemo Avenue James Road CoulombeDrive Manzana Lane Rambow Drive Parkside Drive Fairmede Avenue Ilima Way RuthelmaAvenue Kendall Avenue Chimalus Drive Laguna Way Hubbartt Drive Donald Drive Paul Avenue Cereza Drive Roosevelt Circle La Para Avenue Roble Ridge (Private) Willmar Drive Ben Lomond Drive PC-4637 PF RM-30 CS CS R-1 R-1 (10000) CS (H) RM-40 PF RE PC-2930 RM-15 PC-3023 CS RM-30 CC(2)(R) R-2 RM-30 RM-30RM-15 R-2 NV-R4 RM-30 GM R-2 PF RM-15 NV-MXH NV-R3 RE PF (AS3) CN RP (L) CN CS (AS1) RP (L) R-2 CS RP (AS2) RMD CC(2)(R)(P) R-2 R-2 R-2 RM-30RM-30 RM-30 CC (2)(R) CC (2)(R) CC (2)(R)PF (R) PF (R) PF(R) PC-4127 RM-30 R-1 PF RM-15 R-2 RM-15RM-15 RM-30 PF PF R-1 (10000) R-2 RM-15 PC-4268 PC-2224 PC-3028 PC-4354 PC-2293 CC RM-15 NV-MXL NV-R2 CSPC-4463 PF RM-40 R-1 RM-15 RM-30 CN R-1 (S) R-2 R-1 PF RM-15 RM-30 PF PF PC-2666 PC-2666 RM-30 RM-40 R-1 (10000) R-1 R-2 R-1 CN RM-15CC(2)CC (2)PF PF PF PFPF PF RMD (NP) R-1 PF RP PF PF R-2 RM-15 CS (H) RM-30 PC-4190PC-3041 PF RM-30 R-1 RM-30 PC-2218 PC-2656 RM-15 PC-5116 RM-30 RM-15 PC-3133 PC-4511 RM-15 RM-30 R-1 (7000) PF RM-30RM-40 R-1 (S)CS (L) PC-4448 CS CS (L) RM-40 RM-15 RM-30PC-5034 R-1 CC (2)(P) NV-MXM CS CS CS (AD) PC-4831 PC-4956 PC-2236 R-1 (7000) R-1 (8000) R-1(8000) CN (GF/P) PFPF (D) R-2 R-1 (10000) R-1 (8000) R-1 (7000)(S) R-1 R-1 (8000)(S) R-1 (8000)RM-15 RM-15 PC-3036 CS CS CS CS (H) RM-15 PF RM-15 CN RM-30 PF CN PC-5069 RM-15CS (L)(D) PTODRM-40 RM-40 CC(2)(R) CC (2)(R) CC (2)CC (2) CC(2) PF R-1 PC-4753 NV-R1 NV-MXM CS NV-MXH GM NV-MXL NV-PF This map is a product of City of Palo Alto GIS [ 0 480 960240 Feet South El Camino Real South El Camino Real Retail Nodes Interim Nodes Housing Element Sites City Limit Zone Districts X Transportation Stations Item 15 Attachment B - Retail Nodes on El Camino Real Subject to Retail Preservation        Item 15: Staff Report Pg. 22  Packet Pg. 537 of 660  City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: April 7, 2025 Report #:2503-4405 TITLE SECOND READING: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws (FIRST READING: March 17, 2025; PASSED 7-0) BACKGROUND The City Council heard this item on March 17, 2025 for a reintroduced first reading and approved it on a 7-0 vote. No changes were made to the ordinance, and it is now before the City Council for a second reading. ATTACHMENTS Attachment A: Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws APPROVED BY: Mahealani Ah Yun, City Clerk Item 16 Item 16 Staff Report        Item 16: Staff Report Pg. 1  Packet Pg. 538 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 2  Packet Pg. 539 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 3  Packet Pg. 540 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 4  Packet Pg. 541 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 5  Packet Pg. 542 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 6  Packet Pg. 543 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 7  Packet Pg. 544 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 8  Packet Pg. 545 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 9  Packet Pg. 546 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 10  Packet Pg. 547 of 660  Item 16 Attachment A - Ordinance Amending Various Chapters of Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code to Clarify Existing Regulations and to Implement Recent State Housing Laws        Item 16: Staff Report Pg. 11  Packet Pg. 548 of 660  City Council Staff Report Report Type: ACTION ITEMS Lead Department: City Manager Meeting Date: April 7, 2025 Report #:2503-4448 TITLE Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) This item is a continuation of Agenda Item # AA1 on the City Council March 24, 2025 agenda. The original report and materials may be found here and are also attached to this report: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16855 RECOMMENDATION Staff recommends the City Council discuss and provide direction to: A. Approve a Support or Sponsorship position on SB 457; and B. Designate a City Council representative to provide testimony in support of the Bill or authorize the City Manager or their designee to serve this role. FURTHER INFORMATION The bill has been officially released online and can be found here: https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202520260SB457 This is an update to Attachment D. ATTACHMENTS Attachment A: March 24 Item AA1 Staff Report Attachment B: March 24 Memo from Townsend Public Affairs Regarding SB 457 Attachment C: March 24 Item AA1 Supplemental Report Attachment D: March 24 Supplemental Attachment A - SB 457 Amendments APPROVED BY: Ed Shikada, City Manager Item 17 Item 17 Staff Report        Item 17: Staff Report Pg. 1  Packet Pg. 549 of 660  7 3 9 1 City Council Staff Report Report Type: ACTION ITEMS Lead Department: City Manager Meeting Date: March 24, 2025 Report #:2503-4404 TITLE Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms RECOMMENDATION Staff recommends the City Council discuss and provide direction to: A. Approve a Support or Sponsorship position on SB 457; and B. Designate a City Council representative to provide testimony in support of the Bill or authorize the City Manager or their designee to serve this role. ANALYSIS Background and analysis on the proposed legislation are provided on the attached memorandum (Attachment A) from the City’s legislative advocate, Townsand Public Affairs. FISCAL/RESOURCE IMPACT The recommended action has no direct fiscal impact. STAKEHOLDER ENGAGEMENT Staff has consulted with State Senator Becker’s office on this matter. ENVIRONMENTAL REVIEW Not a project. ATTACHMENTS Attachment A: Memo from Townsend Public Affairs Regarding SB 457 APPROVED BY: Ed Shikada, City Manager Item 17 Attachment A - March 24 Item AA1 Staff Report        Item 17: Staff Report Pg. 2  Packet Pg. 550 of 660  M E M O R A N D U M To: City of Palo Alto Honorable Mayor Lauing, Vice Mayor Veenker, Members of the City Council Ed Shikada, City Manager Molly Stump, City Attorney From: Townsend Public Affairs Niccolo De Luca, Vice President ` Carlin Shelby, Senior Associate Date: March 19, 2025 Subject: SB 457 (Becker) – Housing Accountability Act Reforms The purpose of this memo is to provide an overview of recent changes to state law governing the timing, approval, and processing of ‘Builder’s Remedy” applications provided within the Housing Accountability Act (HAA), and a legislative proposal from Senator Becker designed to close certain loopholes. BACKGROUND During the 2024 Legislative Session, the Legislature passed several bills modifying the Housing Accountability Act (HAA), particularly regarding the Builder’s Remedy provision. The HAA, first enacted in 1982, aims to prevent local jurisdictions from arbitrarily denying or unduly restricting housing development projects that contribute to meeting their housing needs. The law limits a city's ability to disapprove or reduce density in residential projects while still allowing the enforcement of objective standards and developer fees. A key focus of recent legislative reforms has been the Builder’s Remedy, which prohibits local governments from denying housing developments that include at least 20% lower-income housing, even if they do not conform to local zoning—provided the jurisdiction lacks a compliant Housing Element. Recent legal interpretations and implementation have highlighted loopholes and inconsistencies, prompting legislative action. Key Legislative Action in 2024: • AB 1886 (Alvarez, 2024) clarified that a Housing Element is only compliant after both: 1. The local jurisdiction adopts it; and 2. The California Department of Housing and Community Development (HCD) certifies it as compliant. • This measure was intended to address “self-certification,” preventing cities from arguing that a Housing Element could be compliant without first receiving HCD approval. • However, this change could create discrepancies among cities based on the timeline for HCD review. It also extended the window for Builder’s Remedy applications to be Item 17 Attachment B - March 24 Attachment A - Memo from Townsend Public Affairs Regarding SB 457        Item 17: Staff Report Pg. 3  Packet Pg. 551 of 660  submitted until HCD review was complete, even if a Housing Element was substantively unchanged from the date of agency adoption. In Palo Alto, the City Council adopted its revised Housing Element on April 15, 2024 and the final staff changes to the Housing Element were submitted to HCD on July 26, 2024. HCD completed its review and certified the Housing Element on August 20, 2024. In the time between Council adoption and HCD certification, the City received two SB-330 Preliminary Applications for Builder’s Remedy projects (680 University Avenue and 2300 Geng Road). In addition, the City received a number of formal applications for Builder’s Remedy projects (762 San Antonio Road, 3606 El Camino Real, 3781 El Camino Real, 3400 El Camino Real) and deemed two formal applications complete (762 San Antonio Road and 156 California Avenue). As these projects exceed the density of development anticipated in the City’s Comprehensive Plan, some projects may not be adequately served by critical infrastructure such as the water utility supply needed for firefighting as well as domestic needs, sewer capacity to prevent backups or the necessity of major upgrades to mainline and treatment capacity, and storm drain capacity. Financing these infrastructure improvements can be particularly complex when existing systems are already strained, as not all costs can be attributed to a single developer. Local jurisdictions rely on long-term capital improvement plans and bond measures to fund upgrades in a strategic and fiscally responsible manner. However, Builder’s Remedy projects, which exceed growth projections, can necessitate immediate and costly infrastructure investments, disrupting this careful planning. Assigning a fair share cost to developers is challenging when upgrades – such as increased water supply, sewer capacity, or storm drainage – require large-scale improvements ahead of schedule. In Palo Alto, several Builder’s Remedy projects will require both on-site and off-site improvements to increase fire flow capacity. One project alone demands a 3,000-gallon-per-minute increase, far exceeding current fire flow capacity. These unexpected infrastructure demands – whether for water supply, fire safety, sewer, or stormwater management – undermine well-planned municipal land use and financing strategies, placing an undue burden on local governments and taxpayers. BILL PROPOSAL In discussions with the office of Senator Becker, the City has worked to craft bill language to refine the Builder’s Remedy framework and restore a more balanced approach that aligns compliance timelines with the procedural realities of local government adoption and state certification. SB 457 (Becker) proposes that a jurisdiction’s Housing Element be considered compliant upon local adoption, provided that HCD ultimately certifies the adopted element as compliant. By making this distinction, SB 457 aims to eliminate the current window of uncertainty wherein developers can exploit the delay between adoption and HCD approval by submitting applications under the Builder’s Remedy provision. The bill further clarifies that Builder’s Remedy protections apply only to projects with a completed formal application submitted before the jurisdiction adopts a Housing Element that is later deemed compliant by HCD or a court. This measure seeks to prevent instances where developers file preliminary applications with minimal substantive detail solely to establish eligibility for the Builder’s Remedy, even after the jurisdiction has completed the necessary analyses, policies, and programs required by state law. By ensuring that Builder’s Remedy protections are only available Item 17 Attachment B - March 24 Attachment A - Memo from Townsend Public Affairs Regarding SB 457        Item 17: Staff Report Pg. 4  Packet Pg. 552 of 660  when a jurisdiction is genuinely out of compliance, the legislation reinforces the original intent of the remedy while preventing misuse that circumvents legitimate land use planning processes. The measure also ensures equitable treatment of local agencies by preventing jurisdictions from being subject to Builder’s Remedy protections due to delays in HCD’s administrative review process. Under current law, jurisdictions remain exposed to Builder’s Remedy applications even after adopting a Housing Element that is later deemed compliant, simply because HCD has not yet completed its review. This bill eliminates this potential for inequity by recognizing a jurisdiction’s good-faith adoption of a Housing Element as the operative date for compliance, contingent upon subsequent HCD approval. Additionally, SB 457 proposes to limit the extraordinary benefits of the Builder’s Remedy to developers who have demonstrated a serious intent to construct much-needed housing. Currently, a developer may establish eligibility for the Builder’s Remedy simply filing a preliminary application with minimal detail. A preliminary application secures development rights even if the project changes, so long as density or floor area do not change by more than 20%. While this flexibility is not normally problematic, in combination with the Builder’s Remedy, which allows a developer to bypass all zoning and general plan regulations, it means the project described in a preliminary application has very little meaning. . The bill instead requires that a developer must submit a complete formal application to utilize the Builder’s Remedy. This ensures that only serious developers with real housing plans can proceed with a project that disregards local policies. It also means that other developers will be required to comply with local policies and programs that are ultimately found to satisfy the state’s high standards for promoting both fair housing and housing production goals. The proposed legislation will significantly improve clarity on the applicability of the Builder’s Remedy in future RHNA cycles. The applicability of its provisions to applications already filed with the City of Palo Alto and other local jurisdictions will need to be reviewed on a case-by-case basis, including any phase-in provisions provided through the legislation. LOOKING FORWARD SB 457 will be amended to reflect the updated language during the week of March 24 and is scheduled for its first policy hearing in the Senate Housing Committee on April 1, 2025, at 3:00 PM. The measure has been double-referred and will also be considered by the Senate Local Government Committee. Stakeholder engagement efforts are ongoing, with continued discussions involving local jurisdictions, housing advocates, and the development community to refine the bill’s provisions and ensure clarity in its implementation. The City of Palo Alto and its advocates remain engaged in monitoring the legislative process and advocating for refinements that ensure a fair and balanced application of the Builder’s Remedy. The intent of this measure is not to weaken existing housing laws but to provide a rational and predictable framework that aligns compliance determinations with actual adoption dates, thus eliminating opportunities for speculative development while maintaining strong incentives for timely Housing Element adoption. Item 17 Attachment B - March 24 Attachment A - Memo from Townsend Public Affairs Regarding SB 457        Item 17: Staff Report Pg. 5  Packet Pg. 553 of 660  As the bill progresses through the legislative process, Townsend Public Affairs will continue to provide updates on any amendments and strategic opportunities for the City to participate in shaping the final language of SB 457. ACTION Given the City’s active engagement with Senator Becker’s office in developing the legislative language for SB 457, it is recommended that the City take a formal and sponsorship position (which, in turn, indicates a “support” position). By doing so, the City would serve as the lead stakeholder in advancing the measure and advocating for its passage. If the City Council agrees to this course of action, the City will co-champion the bill alongside Senator Becker. This effort would necessitate a representative from the City providing testimony on the technical merits of the legislation, as well as its potential impacts on local land use planning and housing policy. Given that this proposal originated from the City, it is common practice that Palo Alto serve as the bill “sponsor” which indicates to other members and stakeholders who the primary driver(s) of the measure are. Should the city only elect to “support” the bill, the measure would lack a sponsor, which would run contrary to the origination of the measure, which, in this case, is not a member sponsored bill. The requested City Council actions therefore include: A. Approve a Sponsorship position on SB 457; and B. Designate a City Council representative to provide testimony in support of the Bill or authorize the City Manager or their designee to serve this role. Item 17 Attachment B - March 24 Attachment A - Memo from Townsend Public Affairs Regarding SB 457        Item 17: Staff Report Pg. 6  Packet Pg. 554 of 660  Item No. AA1. Page 1 of 1 6 9 1 2 City Council Supplemental Report From: Ed Shikada, City Manager Meeting Date: March 24, 2025 Item Number: AA1 Report #: TITLE Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms ANALYSIS Our office has received the attached working markup of Senate Bill 457 (Becker), indicating amendments planned to the bill. ATTACHMENTS Supplemental Attachment A: SB 457 Amendments APPROVED BY: Ed Shikada, City Manager Item 17 Attachment C - March 24 Item AA1 Supplemental Report        Item 17: Staff Report Pg. 7  Packet Pg. 555 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y AMENDMENTS TO SENATE BILL NO. 457 Amendment 1 In the title, in line 1, strike out “Section 65400” and insert: Sections 65585.03 and 65589.5 Amendment 2 On page 2, before line 1, insert: SECTION 1. Section 65585.03 of the Government Code is amended to read: 65585.03. A housing element or amendment shall be considered to be in substantial compliance with this article on the date when the governing body of a local agency adopts the housing element or amendment for the current planning period in accordance with Section 65585 and 65585, provided that either of the following apply: occurs after the date the housing element or amendment is adopted and without further action by the governing body: (a) The department finds that the adopted housing element or amendment is in substantial compliance with this article and the department’s compliance findings have not been superseded by subsequent contrary findings by the department or by a decision of a court of competent jurisdiction. (b) A court of competent jurisdiction determines that the adopted housing element or amendment substantially complies with this article and the court’s decision has not been overturned or superseded by a subsequent court decision or by statute. SEC. 2. Section 65589.5 of the Government Code is amended to read: 65589.5. (a) (1) The Legislature finds and declares all of the following: (A) The lack of housing, including emergency shelters, is a critical problem that threatens the economic, environmental, and social quality of life in California. (B) California housing has become the most expensive in the nation. The excessive cost of the state’s housing supply is partially caused by activities and policies of many local governments that limit the approval of housing, increase the cost of land for housing, and require that high fees and exactions be paid by producers of housing. (C) Among the consequences of those actions are discrimination against low-income and minority households, lack of housing to support employment growth, imbalance in jobs and housing, reduced mobility, urban sprawl, excessive commuting, and air quality deterioration. (D) Many local governments do not give adequate attention to the economic, environmental, and social costs of decisions that result in disapproval of housing development projects, reduction in density of housing projects, and excessive standards for housing development projects. (2) In enacting the amendments made to this section by the act adding this paragraph, the Legislature further finds and declares the following: (A) California has a housing supply and affordability crisis of historic proportions. The consequences of failing to effectively and aggressively confront this crisis are hurting millions of Californians, robbing future generations of the chance to call 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 1 Substantive RN 2 5 1 2 5 5 3 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 8  Packet Pg. 556 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y California home, stifling economic opportunities for workers and businesses, worsening poverty and homelessness, and undermining the state’s environmental and climate objectives. (B) While the causes of this crisis are multiple and complex, the absence of meaningful and effective policy reforms to significantly enhance the approval and supply of housing affordable to Californians of all income levels is a key factor. (C) The crisis has grown so acute in California that supply, demand, and affordability fundamentals are characterized in the negative: underserved demands, constrained supply, and protracted unaffordability. (D) According to reports and data, California has accumulated an unmet housing backlog of nearly 2,000,000 units and must provide for at least 180,000 new units annually to keep pace with growth through 2025. (E) California’s overall home ownership rate is at its lowest level since the 1940s. The state ranks 49th out of the 50 states in home ownership rates as well as in the supply of housing per capita. Only one-half of California’s households are able to afford the cost of housing in their local regions. (F) Lack of supply and rising costs are compounding inequality and limiting advancement opportunities for many Californians. (G) The majority of California renters, more than 3,000,000 households, pay more than 30 percent of their income toward rent and nearly one-third, more than 1,500,000 households, pay more than 50 percent of their income toward rent. (H) When Californians have access to safe and affordable housing, they have more money for food and health care; they are less likely to become homeless and in need of government-subsidized services; their children do better in school; and businesses have an easier time recruiting and retaining employees. (I) An additional consequence of the state’s cumulative housing shortage is a significant increase in greenhouse gas emissions caused by the displacement and redirection of populations to states with greater housing opportunities, particularly working- and middle-class households. California’s cumulative housing shortfall therefore has not only national but international environmental consequences. (J) California’s housing picture has reached a crisis of historic proportions despite the fact that, for decades, the Legislature has enacted numerous statutes intended to significantly increase the approval, development, and affordability of housing for all income levels, including this section. (K) The Legislature’s intent in enacting this section in 1982 and in expanding its provisions since then was to significantly increase the approval and construction of new housing for all economic segments of California’s communities by meaningfully and effectively curbing the capability of local governments to deny, reduce the density for, or render infeasible housing development projects and emergency shelters. That intent has not been fulfilled. (L) It is the policy of the state that this section be interpreted and implemented in a manner to afford the fullest possible weight to the interest of, and the approval and provision of, housing. (3) It is the intent of the Legislature that the conditions that would have a specific, adverse impact upon the public health and safety, as described in paragraph (2) of subdivision (d) and paragraph (1) of subdivision (j), arise infrequently. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 2 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 9  Packet Pg. 557 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (4) It is the intent of the Legislature that the amendments removing provisions from subparagraphs (D) and (E) of paragraph (6) of subdivision (h) and adding those provisions to Sections 65589.5.1 and 65589.5.2 by Assembly Bill 1413 (2023), insofar as they are substantially the same as existing law, shall be considered restatements and continuations of existing law, and not new enactments. (b) It is the policy of the state that a local government not reject or make infeasible housing development projects, including emergency shelters, that contribute to meeting the need determined pursuant to this article without a thorough analysis of the economic, social, and environmental effects of the action and without complying with subdivision (d). (c) The Legislature also recognizes that premature and unnecessary development of agricultural lands for urban uses continues to have adverse effects on the availability of those lands for food and fiber production and on the economy of the state. Furthermore, it is the policy of the state that development should be guided away from prime agricultural lands; therefore, in implementing this section, local jurisdictions should encourage, to the maximum extent practicable, in filling existing urban areas. (d) For a housing development project for very low, low-, or moderate-income households, or an emergency shelter, a local agency shall not disapprove the housing development project or emergency shelter, or condition approval in a manner that renders the housing development project or emergency shelter infeasible, including through the use of design review standards, unless it makes written findings, based upon a preponderance of the evidence in the record, as to one of the following: (1) The jurisdiction has adopted a housing element pursuant to this article that has been revised in accordance with Section 65588, is in substantial compliance with this article, and the jurisdiction has met or exceeded its share of the regional housing need allocation pursuant to Section 65584 for the planning period for the income category proposed for the housing development project, provided that any disapproval or conditional approval shall not be based on any of the reasons prohibited by Section 65008. If the housing development project includes a mix of income categories, and the jurisdiction has not met or exceeded its share of the regional housing need for one or more of those categories, then this paragraph shall not be used to disapprove or conditionally approve the housing development project. The share of the regional housing need met by the jurisdiction shall be calculated consistently with the forms and definitions that may be adopted by the Department of Housing and Community Development pursuant to Section 65400. In the case of an emergency shelter, the jurisdiction shall have met or exceeded the need for emergency shelter, as identified pursuant to paragraph (7) of subdivision (a) of Section 65583. Any disapproval or conditional approval pursuant to this paragraph shall be in accordance with applicable law, rule, or standards. (2) The housing development project or emergency shelter as proposed would have a specific, adverse impact upon the public health or safety, and there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact without rendering the development unaffordable to low- and moderate-income households or rendering the development of the emergency shelter financially infeasible. As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the application was deemed 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 3 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 10  Packet Pg. 558 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y complete. The following shall not constitute a specific, adverse impact upon the public health or safety: (A) Inconsistency with the zoning ordinance or general plan land use designation. (B) The eligibility to claim a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code. (3) The denial of the housing development project or imposition of conditions is required in order to comply with specific state or federal law, and there is no feasible method to comply without rendering the development unaffordable to low- and moderate-income households or rendering the development of the emergency shelter financially infeasible. (4) The housing development project or emergency shelter is proposed on land zoned for agriculture or resource preservation that is surrounded on at least two sides by land being used for agricultural or resource preservation purposes, or which does not have adequate water or wastewater facilities to serve the project. (5) On the date an application for the housing development project or emergency shelter was deemed complete, the jurisdiction had adopted a revised housing element that was in substantial compliance with this article, and the housing development project or emergency shelter was inconsistent with both the jurisdiction’s zoning ordinance and general plan land use designation as specified in any element of the general plan. (A) This paragraph shall not be utilized to disapprove or conditionally approve a housing development project proposed on a site, including a candidate site for rezoning, that is identified as suitable or available for very low, low-, or moderate-income households in the jurisdiction’s housing element if the housing development project is consistent with the density specified in the housing element, even though the housing development project was inconsistent with both the jurisdiction’s zoning ordinance and general plan land use designation on the date the application was deemed complete. (B) If the local agency has failed to identify a zone or zones where emergency shelters are allowed as a permitted use without a conditional use or other discretionary permit, has failed to demonstrate that the identified zone or zones include sufficient capacity to accommodate the need for emergency shelter identified in paragraph (7) of subdivision (a) of Section 65583, or has failed to demonstrate that the identified zone or zones can accommodate at least one emergency shelter, as required by paragraph (4) of subdivision (a) of Section 65583, then this paragraph shall not be utilized to disapprove or conditionally approve an emergency shelter proposed for a site designated in any element of the general plan for industrial, commercial, or multifamily residential uses. In any action in court, the burden of proof shall be on the local agency to show that its housing element does satisfy the requirements of paragraph (4) of subdivision (a) of Section 65583. (C) (i) Notwithstanding subdivision (h), for purposes of this paragraph, “deemed complete” means the applicant has submitted a complete application pursuant to Section 65943. (ii) This subparagraph applies to an application that, as of January 1, 2026, has not met both of the following criteria: (I) Received a local agency approval. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 4 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 11  Packet Pg. 559 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (II) Incurred substantial liability in good faith reliance upon the local agency approval. (6) On the date an application for the housing development project or emergency shelter was deemed complete, the jurisdiction did not have an adopted revised housing element that was in substantial compliance with this article and the housing development project is not a builder’s remedy project. (e) Nothing in this section shall be construed to relieve the local agency from complying with the congestion management program required by Chapter 2.6 (commencing with Section 65088) of Division 1 of Title 7 or the California Coastal Act of 1976 (Division 20 (commencing with Section 30000) of the Public Resources Code). Neither shall anything in this section be construed to relieve the local agency from making one or more of the findings required pursuant to Section 21081 of the Public Resources Code or otherwise complying with the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). (f) (1) Except as provided in paragraphs (6) and (8) of this subdivision, and subdivision (o), nothing in this section shall be construed to prohibit a local agency from requiring the housing development project to comply with objective, quantifiable, written development standards, conditions, and policies appropriate to, and consistent with, meeting the jurisdiction’s share of the regional housing need pursuant to Section 65584. However, the development standards, conditions, and policies shall be applied to facilitate and accommodate development at the density permitted on the site and proposed by the development. Nothing in this section shall limit a project’s eligibility for a density bonus, incentive, or concession, or waiver or reduction of development standards and parking ratios, pursuant to Section 65915. (2) Except as provided in subdivision (o), nothing in this section shall be construed to prohibit a local agency from requiring an emergency shelter project to comply with objective, quantifiable, written development standards, conditions, and policies that are consistent with paragraph (4) of subdivision (a) of Section 65583 and appropriate to, and consistent with, meeting the jurisdiction’s need for emergency shelter, as identified pursuant to paragraph (7) of subdivision (a) of Section 65583. However, the development standards, conditions, and policies shall be applied by the local agency to facilitate and accommodate the development of the emergency shelter project. (3) Except as provided in subdivision (o), nothing in this section shall be construed to prohibit a local agency from imposing fees and other exactions otherwise authorized by law that are essential to provide necessary public services and facilities to the housing development project or emergency shelter. (4) For purposes of this section, a housing development project or emergency shelter shall be deemed consistent, compliant, and in conformity with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision if there is substantial evidence that would allow a reasonable person to conclude that the housing development project or emergency shelter is consistent, compliant, or in conformity. (5) For purposes of this section, a change to the zoning ordinance or general plan land use designation subsequent to the date the application was deemed complete shall 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 5 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 12  Packet Pg. 560 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y not constitute a valid basis to disapprove or condition approval of the housing development project or emergency shelter. (6) Notwithstanding paragraphs (1) to (5), inclusive, all of the following apply to a housing development project that is a builder’s remedy project: (A) A local agency may only require the project to comply with the objective, quantifiable, written development standards, conditions, and policies that would have applied to the project had it been proposed on a site with a general plan designation and zoning classification that allow the density and unit type proposed by the applicant. If the local agency has no general plan designation or zoning classification that would have allowed the density and unit type proposed by the applicant, the development proponent may identify any objective, quantifiable, written development standards, conditions, and policies associated with a different general plan designation or zoning classification within that jurisdiction, that facilitate the project’s density and unit type, and those shall apply. (B) (i) Except as authorized by paragraphs (1) to (4), inclusive, of subdivision (d), a local agency shall not apply any individual or combination of objective, quantifiable, written development standards, conditions, and policies to the project that do any of the following: (I) Render the project infeasible. (II) Preclude a project that meets the requirements allowed to be imposed by subparagraph (A), as modified by any density bonus, incentive, or concession, or waiver or reduction of development standards and parking ratios, pursuant to Section 65915, from being constructed as proposed by the applicant. (ii) The local agency shall bear the burden of proof of complying with clause (i). (C) (i) A project applicant that qualifies for a density bonus pursuant to Section 65915 shall receive two incentives or concessions in addition to those granted pursuant to paragraph (2) of subdivision (d) of Section 65915. (ii) For a project seeking density bonuses, incentives, concessions, or any other benefits pursuant to Section 65915, and notwithstanding paragraph (6) of subdivision (o) of Section 65915, for purposes of this paragraph, maximum allowable residential density or base density means the density permitted for a builder’s remedy project pursuant to subparagraph (C) of paragraph (11) of subdivision (h). (iii) A local agency shall grant any density bonus pursuant to Section 65915 based on the number of units proposed and allowable pursuant to subparagraph (C) of paragraph (11) of subdivision (h). (iv) A project that dedicates units to extremely low-income households pursuant to subclause (I) of clause (i) of subparagraph (C) of paragraph (3) of subdivision (h) shall be eligible for the same density bonus, incentives or concessions, and waivers or reductions of development standards as provided to a housing development project that dedicates three percentage points more units to very low income households pursuant to paragraph (2) of subdivision (f) of Section 65915. (v) All units dedicated to extremely low-income, very low income, low-income, and moderate-income households pursuant to paragraph (11) of subdivision (h) shall be counted as affordable units in determining whether the applicant qualifies for a density bonus pursuant to Section 65915. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 6 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 13  Packet Pg. 561 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (D) (i) The project shall not be required to apply for, or receive approval of, a general plan amendment, specific plan amendment, rezoning, or other legislative approval. (ii) The project shall not be required to apply for, or receive, any approval or permit not generally required of a project of the same type and density proposed by the applicant. (iii) Any project that complies with this paragraph shall be deemed consistent, compliant, and in conformity with an applicable plan, program, policy, ordinance, standard, requirement, redevelopment plan and implementing instruments, or other similar provision for all purposes, and shall not be considered or treated as a nonconforming lot, use, or structure for any purpose. (E) A local agency shall not adopt or impose any requirement, process, practice, or procedure or undertake any course of conduct, including, but not limited to, increased fees or inclusionary housing requirements, that applies to a project solely or partially on the basis that the project is a builder’s remedy project. (F) (i) A builder’s remedy project shall be deemed to be in compliance with the residential density standards for the purposes of complying with subdivision (b) of Section 65912.123. (ii) A builder’s remedy project shall be deemed to be in compliance with the objective zoning standards, objective subdivision standards, and objective design review standards for the purposes of complying with paragraph (5) of subdivision (a) of Section 65913.4. (G) (i) (I) If the local agency had a local affordable housing requirement, as defined in Section 65912.101, that on January 1, 2024, required a greater percentage of affordable units than required under subparagraph (A) of paragraph (11) of subdivision (h), or required an affordability level deeper than what is required under subparagraph (A) of paragraph (11) of subdivision (h), then, except as provided in subclauses (II) and (III), the local agency may require a housing development for mixed-income households to comply with an otherwise lawfully applicable local affordability percentage or affordability level. The local agency shall not require housing for mixed-income households to comply with any other aspect of the local affordable housing requirement. (II) Notwithstanding subclause (I), the local affordable housing requirements shall not be applied to require housing for mixed-income households to dedicate more than 20 percent of the units to affordable units of any kind. (III) Housing for mixed-income households that is required to dedicate 20 percent of the units to affordable units shall not be required to dedicate any of the affordable units at an income level deeper than lower income households, as defined in Section 50079.5 of the Health and Safety Code. (IV) A local agency may only require housing for mixed-income households to comply with the local percentage requirement or affordability level described in subclause (I) if it first makes written findings, supported by a preponderance of evidence, that compliance with the local percentage requirement or the affordability level, or both, would not render the housing development project infeasible. If a reasonable person could find compliance with either requirement, either alone or in combination, would render the project infeasible, the project shall not be required to comply with that requirement. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 7 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 14  Packet Pg. 562 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (ii) Affordable units in the development project shall have a comparable bedroom and bathroom count as the market rate units. (iii) Each affordable unit dedicated pursuant to this subparagraph shall count toward satisfying a local affordable housing requirement. Each affordable unit dedicated pursuant to a local affordable housing requirement that meets the criteria established in this subparagraph shall count towards satisfying the requirements of this subparagraph. This is declaratory of existing law. (7) (A) For a housing development project application that is deemed complete before January 1, 2025, the development proponent for the project may choose to be subject to the provisions of this section that were in place on the date the preliminary application was submitted, or, if the project meets the definition of a builder’s remedy project, it may choose to be subject to any or all of the provisions of this section applicable as of January 1, 2025. (B) Notwithstanding subdivision (c) of Section 65941.1, for a housing development project deemed complete before January 1, 2025, the development proponent may choose to revise their application so that the project is a builder’s remedy project, without being required to resubmit a preliminary application, even if the revision results in the number of residential units or square footage of construction changing by 20 percent or more. (8) A housing development project proposed on a site that is identified as suitable or available for very low, low-, or moderate-income households in the jurisdiction’s housing element, that is consistent with the density specified in the most recently updated and adopted housing element, and that is inconsistent with both the jurisdiction’s zoning ordinance and general plan land use designation on the date the application was deemed complete, shall be subject to the provisions of subparagraphs (A), (B), and (D) of paragraph (6) and paragraph (9). (9) For purposes of this subdivision, “objective, quantifiable, written development standards, conditions, and policies” means criteria that involve no personal or subjective judgment by a public official and are uniformly verifiable by reference to an external and uniform benchmark or criterion available and knowable by both the development applicant or proponent and the public official before submittal, including, but not limited to, any standard, ordinance, or policy described in paragraph (4) of subdivision (o). Nothing herein shall affect the obligation of the housing development project to comply with the minimum building standards approved by the California Building Standards Commission as provided in Part 2.5 (commencing with Section 18901) of Division 13 of the Health and Safety Code. In the event that applicable objective, quantifiable, written development standards, conditions, and policies are mutually inconsistent, a development shall be deemed consistent with the criteria that permits the density and unit type closest to that of the proposed project. (g) This section shall be applicable to charter cities because the Legislature finds that the lack of housing, including emergency shelter, is a critical statewide problem. (h) The following definitions apply for the purposes of this section: (1) “Feasible” means capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social, and technological factors. (2) “Housing development project” means a use consisting of any of the following: 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 8 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 15  Packet Pg. 563 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (A) Residential units only. (B) Mixed-use developments consisting of residential and nonresidential uses that meet any of the following conditions: (i) At least two-thirds of the new or converted square footage is designated for residential use. (ii) At least 50 percent of the new or converted square footage is designated for residential use and the project meets both of the following: (I) The project includes at least 500 net new residential units. (II) No portion of the project is designated for use as a hotel, motel, bed and breakfast inn, or other transient lodging, except a portion of the project may be designated for use as a residential hotel, as defined in Section 50519 of the Health and Safety Code. (iii) At least 50 percent of the net new or converted square footage is designated for residential use and the project meets all of the following: (I) The project includes at least 500 net new residential units. (II) The project involves the demolition or conversion of at least 100,000 square feet of nonresidential use. (III) The project demolishes at least 50 percent of the existing nonresidential uses on the site. (IV) No portion of the project is designated for use as a hotel, motel, bed and breakfast inn, or other transient lodging, except a portion of the project may be designated for use as a residential hotel, as defined in Section 50519 of the Health and Safety Code. (C) Transitional housing or supportive housing. (D) Farmworker housing, as defined in subdivision (h) of Section 50199.7 of the Health and Safety Code. (3) (A) “Housing for very low, low-, or moderate-income households” means housing for lower income households, mixed-income households, or moderate-income households. (B) “Housing for lower income households” means a housing development project in which 100 percent of the units, excluding managers’ units, are dedicated to lower income households, as defined in Section 50079.5 of the Health and Safety Code, at an affordable cost, as defined by Section 50052.5 of the Health and Safety Code, or an affordable rent set in an amount consistent with the rent limits established by the California Tax Credit Allocation Committee. The units shall be subject to a recorded deed restriction for a period of 55 years for rental units and 45 years for owner-occupied units. (C) (i) “Housing for mixed-income households” means any of the following: (I) A housing development project in which at least 7 percent of the total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, are dedicated to extremely low income households, as defined in Section 50106 of the Health and Safety Code. (II) A housing development project in which at least 10 percent of the total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, are dedicated to very low income households, as defined in Section 50105 of the Health and Safety Code. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 9 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 16  Packet Pg. 564 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (III) A housing development project in which at least 13 percent of the total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, are dedicated to lower income households, as defined in Section 50079.5 of the Health and Safety Code. (IV) A housing development project in which there are 10 or fewer total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, that is on a site that is smaller than one acre, and that is proposed for development at a minimum density of 10 units per acre. (ii) All units dedicated to extremely low income, very low income, and low-income households pursuant to clause (i) shall meet both of the following: (I) The units shall have an affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or an affordable rent, as defined in Section 50053 of the Health and Safety Code. (II) The development proponent shall agree to, and the local agency shall ensure, the continued affordability of all affordable rental units included pursuant to this section for 55 years and all affordable ownership units included pursuant to this section for a period of 45 years. (D) “Housing for moderate-income households” means a housing development project in which 100 percent of the units are sold or rented to moderate-income households, as defined in Section 50093 of the Health and Safety Code, at an affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or an affordable rent, as defined in Section 50053 of the Health and Safety Code. The units shall be subject to a recorded deed restriction for a period of 55 years for rental units and 45 years for owner-occupied units. (4) “Area median income” means area median income as periodically established by the Department of Housing and Community Development pursuant to Section 50093 of the Health and Safety Code. (5) Notwithstanding any other law, until January 1, 2030, “deemed complete” means that the applicant has submitted a preliminary application pursuant to Section 65941.1 or, if the applicant has not submitted a preliminary application, has submitted a complete application pursuant to Section 65943. The local agency shall bear the burden of proof in establishing that the application is not complete. (6) “Disapprove the housing development project” includes any instance in which a local agency does any of the following: (A) Votes or takes final administrative action on a proposed housing development project application and the application is disapproved, including any required land use approvals or entitlements necessary for the issuance of a building permit. (B) Fails to comply with the time periods specified in subdivision (a) of Section 65950. An extension of time pursuant to Article 5 (commencing with Section 65950) shall be deemed to be an extension of time pursuant to this paragraph. (C) Fails to meet the time limits specified in Section 65913.3. (D) Fails to cease a course of conduct undertaken for an improper purpose, such as to harass or to cause unnecessary delay or needless increases in the cost of the proposed housing development project, that effectively disapproves the proposed housing development without taking final administrative action if all of the following conditions are met: 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 10 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 17  Packet Pg. 565 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (i) The project applicant provides written notice detailing the challenged conduct and why it constitutes disapproval to the local agency established under Section 65100. (ii) Within five working days of receiving the applicant’s written notice described in clause (i), the local agency shall post the notice on the local agency’s internet website, provide a copy of the notice to any person who has made a written request for notices pursuant to subdivision (f) of Section 21167 of the Public Resources Code, and file the notice with the county clerk of each county in which the project will be located. The county clerk shall post the notice and make it available for public inspection in the manner set forth in subdivision (c) of Section 21152 of the Public Resources Code. (iii) The local agency shall consider all objections, comments, evidence, and concerns about the project or the applicant’s written notice and shall not make a determination until at least 60 days after the applicant has given written notice to the local agency pursuant to clause (i). (iv) Within 90 days of receipt of the applicant’s written notice described in clause (i), the local agency shall issue a written statement that it will immediately cease the challenged conduct or issue written findings that comply with both of the following requirements: (I) The findings articulate an objective basis for why the challenged course of conduct is necessary. (II) The findings provide clear instructions on what the applicant must submit or supplement so that the local agency can make a final determination regarding the next necessary approval or set the date and time of the next hearing. (v) (I) If a local agency continues the challenged course of conduct described in the applicant’s written notice and fails to issue the written findings described in clause (iv), the local agency shall bear the burden of establishing that its course of conduct does not constitute a disapproval of the housing development project under this subparagraph in an action taken by the applicant. (II) If an applicant challenges a local agency’s course of conduct as a disapproval under this subparagraph, the local agency’s written findings described in clause (iv) shall be incorporated into the administrative record and be deemed to be the final administrative action for purposes of adjudicating whether the local agency’s course of conduct constitutes a disapproval of the housing development project under this subparagraph. (vi) A local agency’s action in furtherance of complying with the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code), including, but not limited to, imposing mitigating measures, shall not constitute project disapproval under this subparagraph. (E) Fails to comply with Section 65905.5. For purposes of this subparagraph, a builder’s remedy project shall be deemed to comply with the applicable, objective general plan and zoning standards in effect at the time an application is deemed complete. (F) (i) Determines that an application for a housing development project is incomplete pursuant to subdivision (a) or (b) of Section 65943 and includes in the determination an item that is not required on the local agency’s submittal requirement checklist. The local agency shall bear the burden of proof that the required item is listed on the submittal requirement checklist. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 11 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 18  Packet Pg. 566 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (ii) In a subsequent review of an application pursuant to Section 65943, requests the applicant provide new information that was not identified in the initial determination and upholds this determination in the final written determination on an appeal filed pursuant to subdivision (c) of Section 65943. The local agency shall bear the burden of proof that the required item was identified in the initial determination. (iii) Determines that an application for a housing development project is incomplete pursuant to subdivision (a) or (b) of Section 65943, a reasonable person would conclude that the applicant has submitted all of the items required on the local agency’s submittal requirement checklist, and the local agency upholds this determination in the final written determination on an appeal filed pursuant to subdivision (c) of Section 65943. (iv) If a local agency determines that an application is incomplete under Section 65943 after two resubmittals of the application by the applicant, the local agency shall bear the burden of establishing that the determination is not an effective disapproval of a housing development project under this section. (G) Violates subparagraph (D) or (E) of paragraph (6) of subdivision (f). (H) Makes a written determination that a preliminary application described in subdivision (a) of Section 65941.1 has expired or that the applicant has otherwise lost its vested rights under the preliminary application for any reason other than those described in subdivisions (c) and (d) of Section 65941.1. (I) (i) Fails to make a determination of whether the project is exempt from the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code), or commits an abuse of discretion, as defined in subdivision (b) of Section 65589.5.1 if all of the conditions in Section 65589.5.1 are satisfied. (ii) This subparagraph shall become inoperative on January 1, 2031. (J) (i) Fails to adopt a negative declaration or addendum for the project, to certify an environmental impact report for the project, or to approve another comparable environmental document, such as a sustainable communities environmental assessment pursuant to Section 21155.2 of the Public Resources Code, as required pursuant to the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code), if all of the conditions in Section 65589.5.2 are satisfied. (ii) This subparagraph shall become inoperative on January 1, 2031. (7) (A) For purposes of this section and Sections 65589.5.1 and 65589.5.2, “lawful determination” means any final decision about whether to approve or disapprove a statutory or categorical exemption or a negative declaration, addendum, environmental impact report, or comparable environmental review document under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code) that is not an abuse of discretion, as defined in subdivision (b) of Section 65589.5.1 or subdivision (b) of Section 65589.5.2. (B) This paragraph shall become inoperative on January 1, 2031. (8) “Lower density” includes any conditions that have the same effect or impact on the ability of the project to provide housing. (9) Until January 1, 2030, “objective” means involving no personal or subjective judgment by a public official and being uniformly verifiable by reference to an external and uniform benchmark or criterion available and knowable by both the development applicant or proponent and the public official. 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 12 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 19  Packet Pg. 567 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y (10) Notwithstanding any other law, until January 1, 2030, “determined to be complete” means that the applicant has submitted a complete application pursuant to Section 65943. (11) “Builder’s remedy project” means a project that meets all of the following criteria: (A) The project is a housing development project that provides housing for very low, low-, or moderate-income households. (B) On or after the date an application for the housing development project or emergency shelter was deemed complete, the jurisdiction did not have a housing element that was in substantial compliance with this article. (C) The project has a density such that the number of units, as calculated before the application of a density bonus pursuant to Section 65915, complies with all of the following conditions: (i) The density does not exceed the greatest of the following densities: (I) Fifty percent greater than the minimum density deemed appropriate to accommodate housing for that jurisdiction as specified in subparagraph (B) of paragraph (3) of subdivision (c) of Section 65583.2. (II) Three times the density allowed by the general plan, zoning ordinance, or state law, whichever is greater. (III) The density that is consistent with the density specified in the housing element. (ii) Notwithstanding clause (i), the greatest allowable density shall be 35 units per acre more than the amount allowable pursuant to clause (i), if any portion of the site is located within any of the following: (I) One-half mile of a major transit stop, as defined in Section 21064.3 of the Public Resources Code. (II) A very low vehicle travel area, as defined in subdivision (h). (III) A high or highest resource census tract, as identified by the latest edition of the “CTCAC/HCD Opportunity Map” published by the California Tax Credit Allocation Committee and the Department of Housing and Community Development. (D) (i) On sites that have a minimum density requirement and are located within one-half mile of a commuter rail station or a heavy rail station, the density of the project shall not be less than the minimum density required on the site. (I) For purposes of this subparagraph, “commuter rail” means a railway that is not a light rail, streetcar, trolley, or tramway and that is for urban passenger train service consisting of local short distance travel operating between a central city and adjacent suburb with service operated on a regular basis by or under contract with a transit operator for the purpose of transporting passengers within urbanized areas, or between urbanized areas and outlying areas, using either locomotive-hauled or self-propelled railroad passenger cars, with multitrip tickets and specific station-to-station fares. (II) For purposes of this subparagraph, “heavy rail” means an electric railway with the capacity for a heavy volume of traffic using high speed and rapid acceleration passenger rail cars operating singly or in multicar trains on fixed rails, separate rights-of-way from which all other vehicular and foot traffic are excluded, and high platform loading. (ii) On all other sites with a minimum density requirement, the density of the project shall not be less than the local agency’s minimum density or one-half of the 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 13 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 20  Packet Pg. 568 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y minimum density deemed appropriate to accommodate housing for that jurisdiction as specified in subparagraph (B) of paragraph (3) of subdivision (c) of Section 65583.2, whichever is lower. (E) The project site does not abut a site where more than one-third of the square footage on the site has been used, within the past three years, by a heavy industrial use, or a Title V industrial use, as those terms are defined in Section 65913.16. (12) “Condition approval” includes imposing on the housing development project, or attempting to subject it to, development standards, conditions, or policies. (13) “Unit type” means the form of ownership and the kind of residential unit, including, but not limited to, single-family detached, single-family attached, for-sale, rental, multifamily, townhouse, condominium, apartment, manufactured homes and mobilehomes, factory-built housing, and residential hotel. (14) “Proposed by the applicant” means the plans and designs as submitted by the applicant, including, but not limited to, density, unit size, unit type, site plan, building massing, floor area ratio, amenity areas, open space, parking, and ancillary commercial uses. (i) If any city, county, or city and county denies approval or imposes conditions, including design changes, lower density, or a reduction of the percentage of a lot that may be occupied by a building or structure under the applicable planning and zoning in force at the time the housing development project’s application is complete, that have a substantial adverse effect on the viability or affordability of a housing development for very low, low-, or moderate-income households, and the denial of the development or the imposition of conditions on the development is the subject of a court action which challenges the denial or the imposition of conditions, then the burden of proof shall be on the local legislative body to show that its decision is consistent with the findings as described in subdivision (d), and that the findings are supported by a preponderance of the evidence in the record, and with the requirements of subdivision (o). (j) (1) When a proposed housing development project complies with applicable, objective general plan, zoning, and subdivision standards and criteria, including design review standards, in effect at the time that the application was deemed complete, but the local agency proposes to disapprove the project or to impose a condition that the project be developed at a lower density, the local agency shall base its decision regarding the proposed housing development project upon written findings supported by a preponderance of the evidence on the record that both of the following conditions exist: (A) The housing development project would have a specific, adverse impact upon the public health or safety unless the project is disapproved or approved upon the condition that the project be developed at a lower density. As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete. (B) There is no feasible method to satisfactorily mitigate or avoid the adverse impact identified pursuant to paragraph (1), other than the disapproval of the housing development project or the approval of the project upon the condition that it be developed at a lower density. (2) (A) If the local agency considers a proposed housing development project to be inconsistent, not in compliance, or not in conformity with an applicable plan, 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 14 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 21  Packet Pg. 569 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y program, policy, ordinance, standard, requirement, or other similar provision as specified in this subdivision, it shall provide the applicant with written documentation identifying the provision or provisions, and an explanation of the reason or reasons it considers the housing development to be inconsistent, not in compliance, or not in conformity as follows: (i) Within 30 days of the date that the application for the housing development project is determined to be complete, if the housing development project contains 150 or fewer housing units. (ii) Within 60 days of the date that the application for the housing development project is determined to be complete, if the housing development project contains more than 150 units. (B) If the local agency fails to provide the required documentation pursuant to subparagraph (A), the housing development project shall be deemed consistent, compliant, and in conformity with the applicable plan, program, policy, ordinance, standard, requirement, or other similar provision. (3) For purposes of this section, the receipt of a density bonus, incentive, concession, waiver, or reduction of development standards pursuant to Section 65915 shall not constitute a valid basis on which to find a proposed housing development project is inconsistent, not in compliance, or not in conformity, with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision specified in this subdivision. (4) For purposes of this section, a proposed housing development project is not inconsistent with the applicable zoning standards and criteria, and shall not require a rezoning, if the housing development project is consistent with the objective general plan standards and criteria but the zoning for the project site is inconsistent with the general plan. If the local agency has complied with paragraph (2), the local agency may require the proposed housing development project to comply with the objective standards and criteria of the zoning which is consistent with the general plan, however, the standards and criteria shall be applied to facilitate and accommodate development at the density allowed on the site by the general plan and proposed by the proposed housing development project. (k) (1) (A) (i) The applicant, a person who would be eligible to apply for residency in the housing development project or emergency shelter, or a housing organization may bring an action to enforce this section. If, in any action brought to enforce this section, a court finds that any of the following are met, the court shall issue an order pursuant to clause (ii): (I) The local agency, in violation of subdivision (d), disapproved a housing development project or conditioned its approval in a manner rendering it infeasible for the development of an emergency shelter, or housing for very low, low-, or moderate-income households, including farmworker housing, without making the findings required by this section. (II) The local agency, in violation of subdivision (j), disapproved a housing development project complying with applicable, objective general plan and zoning standards and criteria, or imposed a condition that the project be developed at a lower density, without making the findings required by this section. (III) (ia) Subject to sub-subclause (ib), the local agency, in violation of subdivision (o), required or attempted to require a housing development project to 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 15 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 22  Packet Pg. 570 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y comply with an ordinance, policy, or standard not adopted and in effect when a preliminary application was submitted. (ib) This subclause shall become inoperative on January 1, 2030. (IV) The local agency violated a provision of this section applicable to a builder’s remedy project. (ii) If the court finds that one of the conditions in clause (i) is met, the court shall issue an order or judgment compelling compliance with this section within a time period not to exceed 60 days, including, but not limited to, an order that the local agency take action on the housing development project or emergency shelter. The court may issue an order or judgment directing the local agency to approve the housing development project or emergency shelter if the court finds that the local agency acted in bad faith when it disapproved or conditionally approved the housing development or emergency shelter in violation of this section. The court shall retain jurisdiction to ensure that its order or judgment is carried out and shall award reasonable attorney’s fees and costs of suit to the plaintiff or petitioner, provided, however, that the court shall not award attorney’s fees in either of the following instances: (I) The court finds, under extraordinary circumstances, that awarding fees would not further the purposes of this section. (II) (ia) In a case concerning a disapproval within the meaning of subparagraph (I) or (J) of paragraph (6) of subdivision (h), the court finds that the local agency acted in good faith and had reasonable cause to disapprove the housing development project due to the existence of a controlling question of law about the application of the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code) or implementing guidelines as to which there was a substantial ground for difference of opinion at the time of the disapproval. (ib) This subclause shall become inoperative on January 1, 2031. (B) Upon a determination that the local agency has failed to comply with the order or judgment compelling compliance with this section within the time period prescribed by the court, the court shall impose fines on a local agency that has violated this section and require the local agency to deposit any fine levied pursuant to this subdivision into a local housing trust fund. The local agency may elect to instead deposit the fine into the Building Homes and Jobs Trust Fund. The fine shall be in a minimum amount of ten thousand dollars ($10,000) per housing unit in the housing development project on the date the application was deemed complete pursuant to Section 65943. In determining the amount of the fine to impose, the court shall consider the local agency’s progress in attaining its target allocation of the regional housing need pursuant to Section 65584 and any prior violations of this section. Fines shall not be paid out of funds already dedicated to affordable housing, including, but not limited to, Low and Moderate Income Housing Asset Funds, funds dedicated to housing for very low, low-, and moderate-income households, and federal HOME Investment Partnerships Program and Community Development Block Grant Program funds. The local agency shall commit and expend the money in the local housing trust fund within five years for the sole purpose of financing newly constructed housing units affordable to extremely low, very low, or low-income households. After five years, if the funds have not been expended, the money shall revert to the state and be deposited in the Building Homes and Jobs Trust Fund for the sole purpose of financing newly 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 16 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 23  Packet Pg. 571 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y constructed housing units affordable to extremely low, very low, or low-income households. (C) If the court determines that its order or judgment has not been carried out within 60 days, the court may issue further orders as provided by law to ensure that the purposes and policies of this section are fulfilled, including, but not limited to, an order to vacate the decision of the local agency and to approve the housing development project, in which case the application for the housing development project, as proposed by the applicant at the time the local agency took the initial action determined to be in violation of this section, along with any standard conditions determined by the court to be generally imposed by the local agency on similar projects, shall be deemed to be approved unless the applicant consents to a different decision or action by the local agency. (D) Nothing in this section shall limit the court’s inherent authority to make any other orders to compel the immediate enforcement of any writ brought under this section, including the imposition of fees and other sanctions set forth under Section 1097 of the Code of Civil Procedure. (2) For purposes of this subdivision, “housing organization” means a trade or industry group whose local members are primarily engaged in the construction or management of housing units or a nonprofit organization whose mission includes providing or advocating for increased access to housing for low-income households and have filed written or oral comments with the local agency prior to action on the housing development project. A housing organization may only file an action pursuant to this section to challenge the disapproval of a housing development by a local agency. A housing organization shall be entitled to reasonable attorney’s fees and costs if it is the prevailing party in an action to enforce this section. (l) If the court finds that the local agency (1) acted in bad faith when it violated this section and (2) failed to carry out the court’s order or judgment within the time period prescribed by the court, the court, in addition to any other remedies provided by this section, shall multiply the fine determined pursuant to subparagraph (B) of paragraph (1) of subdivision (k) by a factor of five. If a court has previously found that the local agency violated this section within the same planning period, the court shall multiply the fines by an additional factor for each previous violation. For purposes of this section, “bad faith” includes, but is not limited to, an action or inaction that is frivolous, pretextual, intended to cause unnecessary delay, or entirely without merit. (m) (1) Any action brought to enforce the provisions of this section shall be brought pursuant to Section 1094.5 of the Code of Civil Procedure, and the local agency shall prepare and certify the record of proceedings in accordance with subdivision (c) of Section 1094.6 of the Code of Civil Procedure no later than 30 days after the petition is served, provided that the cost of preparation of the record shall be borne by the local agency, unless the petitioner elects to prepare the record as provided in subdivision (n) of this section. A petition to enforce the provisions of this section shall be filed and served no later than 90 days from the later of (1) the effective date of a decision of the local agency imposing conditions on, disapproving, or any other final action on a housing development project or (2) the expiration of the time periods specified in subparagraph (B) of paragraph (5) of subdivision (h). Upon entry of the trial court’s order, a party may, in order to obtain appellate review of the order, file a petition within 20 days after service upon it of a written notice of the entry of the order, or within such 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 17 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 24  Packet Pg. 572 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y further time not exceeding an additional 20 days as the trial court may for good cause allow, or may appeal the judgment or order of the trial court under Section 904.1 of the Code of Civil Procedure. If the local agency appeals the judgment of the trial court, the local agency shall post a bond, in an amount to be determined by the court, to the benefit of the plaintiff if the plaintiff is the project applicant. (2) (A) A disapproval within the meaning of subparagraph (I) of paragraph (6) of subdivision (h) shall be final for purposes of this subdivision, if the local agency did not make a lawful determination within the time period set forth in paragraph (5) of subdivision (a) of Section 65589.5.1 after the applicant’s timely written notice. (B) This paragraph shall become inoperative on January 1, 2031. (3) (A) A disapproval within the meaning of subparagraph (J) of paragraph (6) of subdivision (h) shall be final for purposes of this subdivision, if the local agency did not make a lawful determination within 90 days of the applicant’s timely written notice. (B) This paragraph shall become inoperative on January 1, 2031. (n) In any action, the record of the proceedings before the local agency shall be filed as expeditiously as possible and, notwithstanding Section 1094.6 of the Code of Civil Procedure or subdivision (m) of this section, all or part of the record may be prepared (1) by the petitioner with the petition or petitioner’s points and authorities, (2) by the respondent with respondent’s points and authorities, (3) after payment of costs by the petitioner, or (4) as otherwise directed by the court. If the expense of preparing the record has been borne by the petitioner and the petitioner is the prevailing party, the expense shall be taxable as costs. (o) (1) Subject to paragraphs (2), (6), and (7), and subdivision (d) of Section 65941.1, a housing development project shall be subject only to the ordinances, policies, and standards adopted and in effect when a preliminary application including all of the information required by subdivision (a) of Section 65941.1 was submitted. (2) Paragraph (1) shall not prohibit a housing development project from being subject to ordinances, policies, and standards adopted after the preliminary application was submitted pursuant to Section 65941.1 in the following circumstances: (A) In the case of a fee, charge, or other monetary exaction, to an increase resulting from an automatic annual adjustment based on an independently published cost index that is referenced in the ordinance or resolution establishing the fee or other monetary exaction. (B) A preponderance of the evidence in the record establishes that subjecting the housing development project to an ordinance, policy, or standard beyond those in effect when a preliminary application was submitted is necessary to mitigate or avoid a specific, adverse impact upon the public health or safety, as defined in subparagraph (A) of paragraph (1) of subdivision (j), and there is no feasible alternative method to satisfactorily mitigate or avoid the adverse impact. (C) Subjecting the housing development project to an ordinance, policy, standard, or any other measure, beyond those in effect when a preliminary application was submitted is necessary to avoid or substantially lessen an impact of the project under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). (D) The housing development project has not commenced construction within two and one-half years, or three and one-half years for an affordable housing project, 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 18 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 25  Packet Pg. 573 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y following the date that the project received final approval. For purposes of this subparagraph: (i) “Affordable housing project” means a housing development that satisfies both of the following requirements: (I) Units within the development are subject to a recorded affordability restriction for at least 55 years for rental housing and 45 years for owner-occupied housing, or the first purchaser of each unit participates in an equity sharing agreement as described in subparagraph (C) of paragraph (2) of subdivision (c) of Section 65915. (II) All of the units within the development, excluding managers’ units, are dedicated to lower income households, as defined by Section 50079.5 of the Health and Safety Code. (ii) “Final approval” means that the housing development project has received all necessary approvals to be eligible to apply for, and obtain, a building permit or permits and either of the following is met: (I) The expiration of all applicable appeal periods, petition periods, reconsideration periods, or statute of limitations for challenging that final approval without an appeal, petition, request for reconsideration, or legal challenge having been filed. (II) If a challenge is filed, that challenge is fully resolved or settled in favor of the housing development project. (E) The housing development project is revised following submittal of a preliminary application pursuant to Section 65941.1 such that the number of residential units or square footage of construction changes by 20 percent or more, exclusive of any increase resulting from the receipt of a density bonus, incentive, concession, waiver, or similar provision, including any other locally authorized program that offers additional density or other development bonuses when affordable housing is provided. For purposes of this subdivision, “square footage of construction” means the building area, as defined by the California Building Standards Code (Title 24 of the California Code of Regulations). (3) This subdivision does not prevent a local agency from subjecting the additional units or square footage of construction that result from project revisions occurring after a preliminary application is submitted pursuant to Section 65941.1 to the ordinances, policies, and standards adopted and in effect when the preliminary application was submitted. (4) For purposes of this subdivision, “ordinances, policies, and standards” includes general plan, community plan, specific plan, zoning, design review standards and criteria, subdivision standards and criteria, and any other rules, regulations, requirements, and policies of a local agency, as defined in Section 66000, including those relating to development impact fees, capacity or connection fees or charges, permit or processing fees, and other exactions. (5) This subdivision shall not be construed in a manner that would lessen the restrictions imposed on a local agency, or lessen the protections afforded to a housing development project, that are established by any other law, including any other part of this section. (6) This subdivision shall not restrict the authority of a public agency or local agency to require mitigation measures to lessen the impacts of a housing development 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 19 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 26  Packet Pg. 574 of 660  SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y SEC U R E D CO P Y project under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). (7) With respect to completed residential units for which the project approval process is complete and a certificate of occupancy has been issued, nothing in this subdivision shall limit the application of later enacted ordinances, policies, and standards that regulate the use and occupancy of those residential units, such as ordinances relating to rental housing inspection, rent stabilization, restrictions on short-term renting, and business licensing requirements for owners of rental housing. (8) (A) This subdivision shall apply to a housing development project that submits a preliminary application pursuant to Section 65941.1 before January 1, 2030. (B) This subdivision shall become inoperative on January 1, 2034. (p) (1) Upon any motion for an award of attorney’s fees pursuant to Section 1021.5 of the Code of Civil Procedure, in a case challenging a local agency’s approval of a housing development project, a court, in weighing whether a significant benefit has been conferred on the general public or a large class of persons and whether the necessity of private enforcement makes the award appropriate, shall give due weight to the degree to which the local agency’s approval furthers policies of this section, including, but not limited to, subdivisions (a), (b), and (c), the suitability of the site for a housing development, and the reasonableness of the decision of the local agency. It is the intent of the Legislature that attorney’s fees and costs shall rarely, if ever, be awarded if a local agency, acting in good faith, approved a housing development project that satisfies conditions established in paragraph (1), (2), or (3) of subdivision (a) of Section 65589.5.1 or paragraph (1), (2), or (3) of subdivision (a) of Section 65589.5.2. (2) This subdivision shall become inoperative on January 1, 2031. (q) This section shall be known, and may be cited, as the Housing Accountability Act. (r) The provisions of this section are severable. If any provision of this section or its application is held invalid, that invalidity shall not affect other provisions or applications that can be given effect without the invalid provision or application. Amendment 3 On page 2, strike out lines 1 to 30, inclusive, and strike out pages 3 to 8, inclusive - 0 - 03/19/25 06:40 PM 58374 RN 25 12553 PAGE 20 Substantive Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 27  Packet Pg. 575 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y PROPOSED AMENDMENTS TO SENATE BILL NO. 457 SENATE BILL No. 457 Introduced by Senator Becker February 19, 2025 An act to amend Section 65400 Sections 65585.03 and 65589.5 of the Government Code, relating to land use. legislative counsel’s digest SB 457, as introduced, Becker. General plan: annual report: suite-style student housing quarters. Housing element compliance: Housing Accountability Act: housing disapprovals. The Planning and Zoning Law requires each county and each city to adopt a comprehensive, long-term general plan for the physical development of the county or city, and specified land outside its boundaries, that includes, among other specified mandatory elements, a housing element. Existing law, commonly referred to as the housing element law, prescribes requirements for a city’s or county’s preparation of, and compliance with, its housing element, and requires the Department of Housing and Community Development to review and determine whether the housing element substantially complies with the housing element law, as specified. Existing law within the Planning and Zoning Law, the Housing Accountability Act, among other things, prohibits a local agency from disapproving, or conditioning approval in a manner that renders infeasible, a housing development project for very low, low-, or moderate-income households or an emergency shelter unless the local agency makes written findings, based on a preponderance of the evidence, that one of 6 specified conditions exist. Among these conditions, the act allows a local agency to disapprove a housing 99 RN 2 5 1 2 5 5 3 Amendment 1 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 28  Packet Pg. 576 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y development project that is inconsistent with the jurisdiction’s zoning ordinances and general plan land use designation as it existed on the date the application was deemed complete, if the jurisdiction has adopted a revised housing element that is in substantial compliance with the housing element law, as specified. The act defines “deemed complete” for purposes of its provisions, until January 1, 2030, to mean that the applicant has submitted a preliminary application, as specified, or if the applicant has not submitted a preliminary application, the submission of a completed application, as specified. This bill, for the purpose of allowing a local agency to disapprove a housing development project that is inconsistent with the jurisdiction’s zoning ordinances and general plan land use designation, as described above, would revise the definition of “deemed complete” to mean that the applicant submitted a complete application, as specified. The bill would provide that this definition would apply to an application that as of January 1, 2026 has not (1) received approval from a local agency or (2) incurred substantial liability in good faith reliance upon the local agency approval. Existing law provides that a housing element or amendment is considered substantially compliant with the housing element law when the local agency adopts a housing element or amendment, the department or a court of competent jurisdiction determines the adopted housing element or amendment to be in substantial compliance with the housing element law, and the department’s compliance findings have not been superseded by subsequent contrary findings by the department or by a decision of a court of competent jurisdiction or the court’s decision has not been overturned or superseded by a subsequent court decision or by statute, as applicable. This bill would, instead, provide that a housing element or amendment is considered substantially compliant with the housing element law on the date when the governing body of a local agency adopts the housing element or amendment, provided that after the date the housing element or amendment is adopted and without further action by the governing body, the department or a court of competent jurisdiction determines the adopted housing element or amendment to be in substantial compliance with the housing element law, and the department’s compliance findings are not superseded by subsequent contrary findings by the department or by a decision of a court of competent jurisdiction or the court’s decision is not overturned or superseded by a subsequent court decision or by statute. 99 — 2 — SB 457 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 29  Packet Pg. 577 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y The Planning and Zoning Law requires a city or county to adopt a general plan for land use development within its boundaries that includes, among other things, a housing element. That law requires the housing element to include, among other things, an identification and analysis of existing and projected housing needs. That law requires the planning agency of a city or county to provide by April 1 of each year an annual report to, among other entities, the Department of Housing and Community Development that includes, among other specified information, the number of units of housing demolished and new units of housing that have been issued a completed entitlement, a building permit, or a certificate of occupancy. This bill would, for the 7th and subsequent revisions of the housing element, require the city or county to additionally include in the annual report the number of suite-style student housing quarters, subject to specified requirements, within the number of housing units demolished and new units. By requiring a city or county to include additional information in the annual report, the bill would impose a state-mandated local program. The bill would include findings that changes proposed by this bill address a matter of statewide concern rather than a municipal affair and, therefore, apply to all cities, including charter cities. The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement. This bill would provide that no reimbursement is required by this act for a specified reason. Vote: majority. Appropriation: no. Fiscal committee: yes no.​ State-mandated local program: yes no.​ The people of the State of California do enact as follows: SECTION 1. Section 65585.03 of the  Government Code  is amended to read: 65585.03. A housing element or amendment shall be considered to be in substantial compliance with this article on the date when the governing body of a local agency adopts the housing element or amendment for the current planning period in accordance with Section 65585 and 65585, provided that either of the following apply: occurs after the date the housing element or amendment is adopted and without further action by the governing body: 99 SB 457 — 3 — + + + + + + + + + Amendment 2 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 30  Packet Pg. 578 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (a) The department finds that the adopted housing element or amendment is in substantial compliance with this article and the department’s compliance findings have not been superseded by subsequent contrary findings by the department or by a decision of a court of competent jurisdiction. (b) A court of competent jurisdiction determines that the adopted housing element or amendment substantially complies with this article and the court’s decision has not been overturned or superseded by a subsequent court decision or by statute. SEC. 2. Section 65589.5 of the  Government Code  is amended to read: 65589.5. (a) (1) The Legislature finds and declares all of the following: (A) The lack of housing, including emergency shelters, is a critical problem that threatens the economic, environmental, and social quality of life in California. (B) California housing has become the most expensive in the nation. The excessive cost of the state’s housing supply is partially caused by activities and policies of many local governments that limit the approval of housing, increase the cost of land for housing, and require that high fees and exactions be paid by producers of housing. (C) Among the consequences of those actions are discrimination against low-income and minority households, lack of housing to support employment growth, imbalance in jobs and housing, reduced mobility, urban sprawl, excessive commuting, and air quality deterioration. (D) Many local governments do not give adequate attention to the economic, environmental, and social costs of decisions that result in disapproval of housing development projects, reduction in density of housing projects, and excessive standards for housing development projects. (2) In enacting the amendments made to this section by the act adding this paragraph, the Legislature further finds and declares the following: (A) California has a housing supply and affordability crisis of historic proportions. The consequences of failing to effectively and aggressively confront this crisis are hurting millions of Californians, robbing future generations of the chance to call California home, stifling economic opportunities for workers and 99 — 4 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 31  Packet Pg. 579 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y businesses, worsening poverty and homelessness, and undermining the state’s environmental and climate objectives. (B) While the causes of this crisis are multiple and complex, the absence of meaningful and effective policy reforms to significantly enhance the approval and supply of housing affordable to Californians of all income levels is a key factor. (C) The crisis has grown so acute in California that supply, demand, and affordability fundamentals are characterized in the negative: underserved demands, constrained supply, and protracted unaffordability. (D) According to reports and data, California has accumulated an unmet housing backlog of nearly 2,000,000 units and must provide for at least 180,000 new units annually to keep pace with growth through 2025. (E) California’s overall home ownership rate is at its lowest level since the 1940s. The state ranks 49th out of the 50 states in home ownership rates as well as in the supply of housing per capita. Only one-half of California’s households are able to afford the cost of housing in their local regions. (F) Lack of supply and rising costs are compounding inequality and limiting advancement opportunities for many Californians. (G) The majority of California renters, more than 3,000,000 households, pay more than 30 percent of their income toward rent and nearly one-third, more than 1,500,000 households, pay more than 50 percent of their income toward rent. (H) When Californians have access to safe and affordable housing, they have more money for food and health care; they are less likely to become homeless and in need of government-subsidized services; their children do better in school; and businesses have an easier time recruiting and retaining employees. (I) An additional consequence of the state’s cumulative housing shortage is a significant increase in greenhouse gas emissions caused by the displacement and redirection of populations to states with greater housing opportunities, particularly working- and middle-class households. California’s cumulative housing shortfall therefore has not only national but international environmental consequences. (J) California’s housing picture has reached a crisis of historic proportions despite the fact that, for decades, the Legislature has 99 SB 457 — 5 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 32  Packet Pg. 580 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y enacted numerous statutes intended to significantly increase the approval, development, and affordability of housing for all income levels, including this section. (K) The Legislature’s intent in enacting this section in 1982 and in expanding its provisions since then was to significantly increase the approval and construction of new housing for all economic segments of California’s communities by meaningfully and effectively curbing the capability of local governments to deny, reduce the density for, or render infeasible housing development projects and emergency shelters. That intent has not been fulfilled. (L) It is the policy of the state that this section be interpreted and implemented in a manner to afford the fullest possible weight to the interest of, and the approval and provision of, housing. (3) It is the intent of the Legislature that the conditions that would have a specific, adverse impact upon the public health and safety, as described in paragraph (2) of subdivision (d) and paragraph (1) of subdivision (j), arise infrequently. (4) It is the intent of the Legislature that the amendments removing provisions from subparagraphs (D) and (E) of paragraph (6) of subdivision (h) and adding those provisions to Sections 65589.5.1 and 65589.5.2 by Assembly Bill 1413 (2023), insofar as they are substantially the same as existing law, shall be considered restatements and continuations of existing law, and not new enactments. (b) It is the policy of the state that a local government not reject or make infeasible housing development projects, including emergency shelters, that contribute to meeting the need determined pursuant to this article without a thorough analysis of the economic, social, and environmental effects of the action and without complying with subdivision (d). (c) The Legislature also recognizes that premature and unnecessary development of agricultural lands for urban uses continues to have adverse effects on the availability of those lands for food and fiber production and on the economy of the state. Furthermore, it is the policy of the state that development should be guided away from prime agricultural lands; therefore, in implementing this section, local jurisdictions should encourage, to the maximum extent practicable, in filling existing urban areas. (d) For a housing development project for very low, low-, or moderate-income households, or an emergency shelter, a local 99 — 6 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 33  Packet Pg. 581 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y agency shall not disapprove the housing development project or emergency shelter, or condition approval in a manner that renders the housing development project or emergency shelter infeasible, including through the use of design review standards, unless it makes written findings, based upon a preponderance of the evidence in the record, as to one of the following: (1) The jurisdiction has adopted a housing element pursuant to this article that has been revised in accordance with Section 65588, is in substantial compliance with this article, and the jurisdiction has met or exceeded its share of the regional housing need allocation pursuant to Section 65584 for the planning period for the income category proposed for the housing development project, provided that any disapproval or conditional approval shall not be based on any of the reasons prohibited by Section 65008. If the housing development project includes a mix of income categories, and the jurisdiction has not met or exceeded its share of the regional housing need for one or more of those categories, then this paragraph shall not be used to disapprove or conditionally approve the housing development project. The share of the regional housing need met by the jurisdiction shall be calculated consistently with the forms and definitions that may be adopted by the Department of Housing and Community Development pursuant to Section 65400. In the case of an emergency shelter, the jurisdiction shall have met or exceeded the need for emergency shelter, as identified pursuant to paragraph (7) of subdivision (a) of Section 65583. Any disapproval or conditional approval pursuant to this paragraph shall be in accordance with applicable law, rule, or standards. (2) The housing development project or emergency shelter as proposed would have a specific, adverse impact upon the public health or safety, and there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact without rendering the development unaffordable to low- and moderate-income households or rendering the development of the emergency shelter financially infeasible. As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete. The following shall not constitute a specific, adverse impact upon the public health or safety: 99 SB 457 — 7 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 34  Packet Pg. 582 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (A) Inconsistency with the zoning ordinance or general plan land use designation. (B) The eligibility to claim a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code. (3) The denial of the housing development project or imposition of conditions is required in order to comply with specific state or federal law, and there is no feasible method to comply without rendering the development unaffordable to low- and moderate-income households or rendering the development of the emergency shelter financially infeasible. (4) The housing development project or emergency shelter is proposed on land zoned for agriculture or resource preservation that is surrounded on at least two sides by land being used for agricultural or resource preservation purposes, or which does not have adequate water or wastewater facilities to serve the project. (5) On the date an application for the housing development project or emergency shelter was deemed complete, the jurisdiction had adopted a revised housing element that was in substantial compliance with this article, and the housing development project or emergency shelter was inconsistent with both the jurisdiction’s zoning ordinance and general plan land use designation as specified in any element of the general plan. (A) This paragraph shall not be utilized to disapprove or conditionally approve a housing development project proposed on a site, including a candidate site for rezoning, that is identified as suitable or available for very low, low-, or moderate-income households in the jurisdiction’s housing element if the housing development project is consistent with the density specified in the housing element, even though the housing development project was inconsistent with both the jurisdiction’s zoning ordinance and general plan land use designation on the date the application was deemed complete. (B) If the local agency has failed to identify a zone or zones where emergency shelters are allowed as a permitted use without a conditional use or other discretionary permit, has failed to demonstrate that the identified zone or zones include sufficient capacity to accommodate the need for emergency shelter identified in paragraph (7) of subdivision (a) of Section 65583, or has failed to demonstrate that the identified zone or zones can accommodate at least one emergency shelter, as required by paragraph (4) of 99 — 8 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 35  Packet Pg. 583 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y subdivision (a) of Section 65583, then this paragraph shall not be utilized to disapprove or conditionally approve an emergency shelter proposed for a site designated in any element of the general plan for industrial, commercial, or multifamily residential uses. In any action in court, the burden of proof shall be on the local agency to show that its housing element does satisfy the requirements of paragraph (4) of subdivision (a) of Section 65583. (C) (i) Notwithstanding subdivision (h), for purposes of this paragraph, “deemed complete” means the applicant has submitted a complete application pursuant to Section 65943.  (ii) This subparagraph applies to an application that, as of January 1, 2026, has not met both of the following criteria:  (I) Received a local agency approval.  (II) Incurred substantial liability in good faith reliance upon the local agency approval. (6) On the date an application for the housing development project or emergency shelter was deemed complete, the jurisdiction did not have an adopted revised housing element that was in substantial compliance with this article and the housing development project is not a builder’s remedy project. (e) Nothing in this section shall be construed to relieve the local agency from complying with the congestion management program required by Chapter 2.6 (commencing with Section 65088) of Division 1 of Title 7 or the California Coastal Act of 1976 (Division 20 (commencing with Section 30000) of the Public Resources Code). Neither shall anything in this section be construed to relieve the local agency from making one or more of the findings required pursuant to Section 21081 of the Public Resources Code or otherwise complying with the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). (f) (1) Except as provided in paragraphs (6) and (8) of this subdivision, and subdivision (o), nothing in this section shall be construed to prohibit a local agency from requiring the housing development project to comply with objective, quantifiable, written development standards, conditions, and policies appropriate to, and consistent with, meeting the jurisdiction’s share of the regional housing need pursuant to Section 65584. However, the development standards, conditions, and policies shall be applied to facilitate and accommodate development at the density permitted 99 SB 457 — 9 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 36  Packet Pg. 584 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y on the site and proposed by the development. Nothing in this section shall limit a project’s eligibility for a density bonus, incentive, or concession, or waiver or reduction of development standards and parking ratios, pursuant to Section 65915. (2) Except as provided in subdivision (o), nothing in this section shall be construed to prohibit a local agency from requiring an emergency shelter project to comply with objective, quantifiable, written development standards, conditions, and policies that are consistent with paragraph (4) of subdivision (a) of Section 65583 and appropriate to, and consistent with, meeting the jurisdiction’s need for emergency shelter, as identified pursuant to paragraph (7) of subdivision (a) of Section 65583. However, the development standards, conditions, and policies shall be applied by the local agency to facilitate and accommodate the development of the emergency shelter project. (3) Except as provided in subdivision (o), nothing in this section shall be construed to prohibit a local agency from imposing fees and other exactions otherwise authorized by law that are essential to provide necessary public services and facilities to the housing development project or emergency shelter. (4) For purposes of this section, a housing development project or emergency shelter shall be deemed consistent, compliant, and in conformity with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision if there is substantial evidence that would allow a reasonable person to conclude that the housing development project or emergency shelter is consistent, compliant, or in conformity. (5) For purposes of this section, a change to the zoning ordinance or general plan land use designation subsequent to the date the application was deemed complete shall not constitute a valid basis to disapprove or condition approval of the housing development project or emergency shelter. (6) Notwithstanding paragraphs (1) to (5), inclusive, all of the following apply to a housing development project that is a builder’s remedy project: (A) A local agency may only require the project to comply with the objective, quantifiable, written development standards, conditions, and policies that would have applied to the project had it been proposed on a site with a general plan designation and zoning classification that allow the density and unit type proposed 99 — 10 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 37  Packet Pg. 585 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y by the applicant. If the local agency has no general plan designation or zoning classification that would have allowed the density and unit type proposed by the applicant, the development proponent may identify any objective, quantifiable, written development standards, conditions, and policies associated with a different general plan designation or zoning classification within that jurisdiction, that facilitate the project’s density and unit type, and those shall apply. (B) (i) Except as authorized by paragraphs (1) to (4), inclusive, of subdivision (d), a local agency shall not apply any individual or combination of objective, quantifiable, written development standards, conditions, and policies to the project that do any of the following: (I) Render the project infeasible. (II) Preclude a project that meets the requirements allowed to be imposed by subparagraph (A), as modified by any density bonus, incentive, or concession, or waiver or reduction of development standards and parking ratios, pursuant to Section 65915, from being constructed as proposed by the applicant. (ii) The local agency shall bear the burden of proof of complying with clause (i). (C) (i) A project applicant that qualifies for a density bonus pursuant to Section 65915 shall receive two incentives or concessions in addition to those granted pursuant to paragraph (2) of subdivision (d) of Section 65915. (ii) For a project seeking density bonuses, incentives, concessions, or any other benefits pursuant to Section 65915, and notwithstanding paragraph (6) of subdivision (o) of Section 65915, for purposes of this paragraph, maximum allowable residential density or base density means the density permitted for a builder’s remedy project pursuant to subparagraph (C) of paragraph (11) of subdivision (h). (iii) A local agency shall grant any density bonus pursuant to Section 65915 based on the number of units proposed and allowable pursuant to subparagraph (C) of paragraph (11) of subdivision (h). (iv) A project that dedicates units to extremely low-income households pursuant to subclause (I) of clause (i) of subparagraph (C) of paragraph (3) of subdivision (h) shall be eligible for the same density bonus, incentives or concessions, and waivers or 99 SB 457 — 11 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 38  Packet Pg. 586 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y reductions of development standards as provided to a housing development project that dedicates three percentage points more units to very low income households pursuant to paragraph (2) of subdivision (f) of Section 65915. (v) All units dedicated to extremely low-income, very low income, low-income, and moderate-income households pursuant to paragraph (11) of subdivision (h) shall be counted as affordable units in determining whether the applicant qualifies for a density bonus pursuant to Section 65915. (D) (i) The project shall not be required to apply for, or receive approval of, a general plan amendment, specific plan amendment, rezoning, or other legislative approval. (ii) The project shall not be required to apply for, or receive, any approval or permit not generally required of a project of the same type and density proposed by the applicant. (iii) Any project that complies with this paragraph shall be deemed consistent, compliant, and in conformity with an applicable plan, program, policy, ordinance, standard, requirement, redevelopment plan and implementing instruments, or other similar provision for all purposes, and shall not be considered or treated as a nonconforming lot, use, or structure for any purpose. (E) A local agency shall not adopt or impose any requirement, process, practice, or procedure or undertake any course of conduct, including, but not limited to, increased fees or inclusionary housing requirements, that applies to a project solely or partially on the basis that the project is a builder’s remedy project. (F) (i) A builder’s remedy project shall be deemed to be in compliance with the residential density standards for the purposes of complying with subdivision (b) of Section 65912.123. (ii) A builder’s remedy project shall be deemed to be in compliance with the objective zoning standards, objective subdivision standards, and objective design review standards for the purposes of complying with paragraph (5) of subdivision (a) of Section 65913.4. (G) (i) (I) If the local agency had a local affordable housing requirement, as defined in Section 65912.101, that on January 1, 2024, required a greater percentage of affordable units than required under subparagraph (A) of paragraph (11) of subdivision (h), or required an affordability level deeper than what is required under subparagraph (A) of paragraph (11) of subdivision (h), then, 99 — 12 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 39  Packet Pg. 587 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y except as provided in subclauses (II) and (III), the local agency may require a housing development for mixed-income households to comply with an otherwise lawfully applicable local affordability percentage or affordability level. The local agency shall not require housing for mixed-income households to comply with any other aspect of the local affordable housing requirement. (II) Notwithstanding subclause (I), the local affordable housing requirements shall not be applied to require housing for mixed-income households to dedicate more than 20 percent of the units to affordable units of any kind. (III) Housing for mixed-income households that is required to dedicate 20 percent of the units to affordable units shall not be required to dedicate any of the affordable units at an income level deeper than lower income households, as defined in Section 50079.5 of the Health and Safety Code. (IV) A local agency may only require housing for mixed-income households to comply with the local percentage requirement or affordability level described in subclause (I) if it first makes written findings, supported by a preponderance of evidence, that compliance with the local percentage requirement or the affordability level, or both, would not render the housing development project infeasible. If a reasonable person could find compliance with either requirement, either alone or in combination, would render the project infeasible, the project shall not be required to comply with that requirement. (ii) Affordable units in the development project shall have a comparable bedroom and bathroom count as the market rate units. (iii) Each affordable unit dedicated pursuant to this subparagraph shall count toward satisfying a local affordable housing requirement. Each affordable unit dedicated pursuant to a local affordable housing requirement that meets the criteria established in this subparagraph shall count towards satisfying the requirements of this subparagraph. This is declaratory of existing law. (7) (A) For a housing development project application that is deemed complete before January 1, 2025, the development proponent for the project may choose to be subject to the provisions of this section that were in place on the date the preliminary application was submitted, or, if the project meets the definition of a builder’s remedy project, it may choose to be subject to any 99 SB 457 — 13 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 40  Packet Pg. 588 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y or all of the provisions of this section applicable as of January 1, 2025. (B) Notwithstanding subdivision (c) of Section 65941.1, for a housing development project deemed complete before January 1, 2025, the development proponent may choose to revise their application so that the project is a builder’s remedy project, without being required to resubmit a preliminary application, even if the revision results in the number of residential units or square footage of construction changing by 20 percent or more. (8) A housing development project proposed on a site that is identified as suitable or available for very low, low-, or moderate-income households in the jurisdiction’s housing element, that is consistent with the density specified in the most recently updated and adopted housing element, and that is inconsistent with both the jurisdiction’s zoning ordinance and general plan land use designation on the date the application was deemed complete, shall be subject to the provisions of subparagraphs (A), (B), and (D) of paragraph (6) and paragraph (9). (9) For purposes of this subdivision, “objective, quantifiable, written development standards, conditions, and policies” means criteria that involve no personal or subjective judgment by a public official and are uniformly verifiable by reference to an external and uniform benchmark or criterion available and knowable by both the development applicant or proponent and the public official before submittal, including, but not limited to, any standard, ordinance, or policy described in paragraph (4) of subdivision (o). Nothing herein shall affect the obligation of the housing development project to comply with the minimum building standards approved by the California Building Standards Commission as provided in Part 2.5 (commencing with Section 18901) of Division 13 of the Health and Safety Code. In the event that applicable objective, quantifiable, written development standards, conditions, and policies are mutually inconsistent, a development shall be deemed consistent with the criteria that permits the density and unit type closest to that of the proposed project. (g) This section shall be applicable to charter cities because the Legislature finds that the lack of housing, including emergency shelter, is a critical statewide problem. 99 — 14 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 41  Packet Pg. 589 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (h) The following definitions apply for the purposes of this section: (1) “Feasible” means capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social, and technological factors. (2) “Housing development project” means a use consisting of any of the following: (A) Residential units only. (B) Mixed-use developments consisting of residential and nonresidential uses that meet any of the following conditions: (i) At least two-thirds of the new or converted square footage is designated for residential use. (ii) At least 50 percent of the new or converted square footage is designated for residential use and the project meets both of the following: (I) The project includes at least 500 net new residential units. (II) No portion of the project is designated for use as a hotel, motel, bed and breakfast inn, or other transient lodging, except a portion of the project may be designated for use as a residential hotel, as defined in Section 50519 of the Health and Safety Code. (iii) At least 50 percent of the net new or converted square footage is designated for residential use and the project meets all of the following: (I) The project includes at least 500 net new residential units. (II) The project involves the demolition or conversion of at least 100,000 square feet of nonresidential use. (III) The project demolishes at least 50 percent of the existing nonresidential uses on the site. (IV) No portion of the project is designated for use as a hotel, motel, bed and breakfast inn, or other transient lodging, except a portion of the project may be designated for use as a residential hotel, as defined in Section 50519 of the Health and Safety Code. (C) Transitional housing or supportive housing. (D) Farmworker housing, as defined in subdivision (h) of Section 50199.7 of the Health and Safety Code. (3) (A) “Housing for very low, low-, or moderate-income households” means housing for lower income households, mixed-income households, or moderate-income households. (B) “Housing for lower income households” means a housing development project in which 100 percent of the units, excluding 99 SB 457 — 15 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 42  Packet Pg. 590 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y managers’ units, are dedicated to lower income households, as defined in Section 50079.5 of the Health and Safety Code, at an affordable cost, as defined by Section 50052.5 of the Health and Safety Code, or an affordable rent set in an amount consistent with the rent limits established by the California Tax Credit Allocation Committee. The units shall be subject to a recorded deed restriction for a period of 55 years for rental units and 45 years for owner-occupied units. (C) (i) “Housing for mixed-income households” means any of the following: (I) A housing development project in which at least 7 percent of the total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, are dedicated to extremely low income households, as defined in Section 50106 of the Health and Safety Code. (II) A housing development project in which at least 10 percent of the total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, are dedicated to very low income households, as defined in Section 50105 of the Health and Safety Code. (III) A housing development project in which at least 13 percent of the total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, are dedicated to lower income households, as defined in Section 50079.5 of the Health and Safety Code. (IV) A housing development project in which there are 10 or fewer total units, as defined in subparagraph (A) of paragraph (8) of subdivision (o) of Section 65915, that is on a site that is smaller than one acre, and that is proposed for development at a minimum density of 10 units per acre. (ii) All units dedicated to extremely low income, very low income, and low-income households pursuant to clause (i) shall meet both of the following: (I) The units shall have an affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or an affordable rent, as defined in Section 50053 of the Health and Safety Code. (II) The development proponent shall agree to, and the local agency shall ensure, the continued affordability of all affordable rental units included pursuant to this section for 55 years and all 99 — 16 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 43  Packet Pg. 591 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y affordable ownership units included pursuant to this section for a period of 45 years. (D) “Housing for moderate-income households” means a housing development project in which 100 percent of the units are sold or rented to moderate-income households, as defined in Section 50093 of the Health and Safety Code, at an affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or an affordable rent, as defined in Section 50053 of the Health and Safety Code. The units shall be subject to a recorded deed restriction for a period of 55 years for rental units and 45 years for owner-occupied units. (4) “Area median income” means area median income as periodically established by the Department of Housing and Community Development pursuant to Section 50093 of the Health and Safety Code. (5) Notwithstanding any other law, until January 1, 2030, “deemed complete” means that the applicant has submitted a preliminary application pursuant to Section 65941.1 or, if the applicant has not submitted a preliminary application, has submitted a complete application pursuant to Section 65943. The local agency shall bear the burden of proof in establishing that the application is not complete. (6) “Disapprove the housing development project” includes any instance in which a local agency does any of the following: (A) Votes or takes final administrative action on a proposed housing development project application and the application is disapproved, including any required land use approvals or entitlements necessary for the issuance of a building permit. (B) Fails to comply with the time periods specified in subdivision (a) of Section 65950. An extension of time pursuant to Article 5 (commencing with Section 65950) shall be deemed to be an extension of time pursuant to this paragraph. (C) Fails to meet the time limits specified in Section 65913.3. (D) Fails to cease a course of conduct undertaken for an improper purpose, such as to harass or to cause unnecessary delay or needless increases in the cost of the proposed housing development project, that effectively disapproves the proposed housing development without taking final administrative action if all of the following conditions are met: 99 SB 457 — 17 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 44  Packet Pg. 592 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (i) The project applicant provides written notice detailing the challenged conduct and why it constitutes disapproval to the local agency established under Section 65100. (ii) Within five working days of receiving the applicant’s written notice described in clause (i), the local agency shall post the notice on the local agency’s internet website, provide a copy of the notice to any person who has made a written request for notices pursuant to subdivision (f) of Section 21167 of the Public Resources Code, and file the notice with the county clerk of each county in which the project will be located. The county clerk shall post the notice and make it available for public inspection in the manner set forth in subdivision (c) of Section 21152 of the Public Resources Code. (iii) The local agency shall consider all objections, comments, evidence, and concerns about the project or the applicant’s written notice and shall not make a determination until at least 60 days after the applicant has given written notice to the local agency pursuant to clause (i). (iv) Within 90 days of receipt of the applicant’s written notice described in clause (i), the local agency shall issue a written statement that it will immediately cease the challenged conduct or issue written findings that comply with both of the following requirements: (I) The findings articulate an objective basis for why the challenged course of conduct is necessary. (II) The findings provide clear instructions on what the applicant must submit or supplement so that the local agency can make a final determination regarding the next necessary approval or set the date and time of the next hearing. (v) (I) If a local agency continues the challenged course of conduct described in the applicant’s written notice and fails to issue the written findings described in clause (iv), the local agency shall bear the burden of establishing that its course of conduct does not constitute a disapproval of the housing development project under this subparagraph in an action taken by the applicant. (II) If an applicant challenges a local agency’s course of conduct as a disapproval under this subparagraph, the local agency’s written findings described in clause (iv) shall be incorporated into the administrative record and be deemed to be the final administrative action for purposes of adjudicating whether the local agency’s 99 — 18 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 45  Packet Pg. 593 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y course of conduct constitutes a disapproval of the housing development project under this subparagraph. (vi) A local agency’s action in furtherance of complying with the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code), including, but not limited to, imposing mitigating measures, shall not constitute project disapproval under this subparagraph. (E) Fails to comply with Section 65905.5. For purposes of this subparagraph, a builder’s remedy project shall be deemed to comply with the applicable, objective general plan and zoning standards in effect at the time an application is deemed complete. (F) (i) Determines that an application for a housing development project is incomplete pursuant to subdivision (a) or (b) of Section 65943 and includes in the determination an item that is not required on the local agency’s submittal requirement checklist. The local agency shall bear the burden of proof that the required item is listed on the submittal requirement checklist. (ii) In a subsequent review of an application pursuant to Section 65943, requests the applicant provide new information that was not identified in the initial determination and upholds this determination in the final written determination on an appeal filed pursuant to subdivision (c) of Section 65943. The local agency shall bear the burden of proof that the required item was identified in the initial determination. (iii) Determines that an application for a housing development project is incomplete pursuant to subdivision (a) or (b) of Section 65943, a reasonable person would conclude that the applicant has submitted all of the items required on the local agency’s submittal requirement checklist, and the local agency upholds this determination in the final written determination on an appeal filed pursuant to subdivision (c) of Section 65943. (iv) If a local agency determines that an application is incomplete under Section 65943 after two resubmittals of the application by the applicant, the local agency shall bear the burden of establishing that the determination is not an effective disapproval of a housing development project under this section. (G) Violates subparagraph (D) or (E) of paragraph (6) of subdivision (f). (H) Makes a written determination that a preliminary application described in subdivision (a) of Section 65941.1 has expired or that 99 SB 457 — 19 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 46  Packet Pg. 594 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y the applicant has otherwise lost its vested rights under the preliminary application for any reason other than those described in subdivisions (c) and (d) of Section 65941.1. (I) (i) Fails to make a determination of whether the project is exempt from the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code), or commits an abuse of discretion, as defined in subdivision (b) of Section 65589.5.1 if all of the conditions in Section 65589.5.1 are satisfied. (ii) This subparagraph shall become inoperative on January 1, 2031. (J) (i) Fails to adopt a negative declaration or addendum for the project, to certify an environmental impact report for the project, or to approve another comparable environmental document, such as a sustainable communities environmental assessment pursuant to Section 21155.2 of the Public Resources Code, as required pursuant to the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code), if all of the conditions in Section 65589.5.2 are satisfied. (ii) This subparagraph shall become inoperative on January 1, 2031. (7) (A) For purposes of this section and Sections 65589.5.1 and 65589.5.2, “lawful determination” means any final decision about whether to approve or disapprove a statutory or categorical exemption or a negative declaration, addendum, environmental impact report, or comparable environmental review document under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code) that is not an abuse of discretion, as defined in subdivision (b) of Section 65589.5.1 or subdivision (b) of Section 65589.5.2. (B) This paragraph shall become inoperative on January 1, 2031. (8) “Lower density” includes any conditions that have the same effect or impact on the ability of the project to provide housing. (9) Until January 1, 2030, “objective” means involving no personal or subjective judgment by a public official and being uniformly verifiable by reference to an external and uniform benchmark or criterion available and knowable by both the development applicant or proponent and the public official. 99 — 20 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 47  Packet Pg. 595 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (10) Notwithstanding any other law, until January 1, 2030, “determined to be complete” means that the applicant has submitted a complete application pursuant to Section 65943. (11) “Builder’s remedy project” means a project that meets all of the following criteria: (A) The project is a housing development project that provides housing for very low, low-, or moderate-income households. (B) On or after the date an application for the housing development project or emergency shelter was deemed complete, the jurisdiction did not have a housing element that was in substantial compliance with this article. (C) The project has a density such that the number of units, as calculated before the application of a density bonus pursuant to Section 65915, complies with all of the following conditions: (i) The density does not exceed the greatest of the following densities: (I) Fifty percent greater than the minimum density deemed appropriate to accommodate housing for that jurisdiction as specified in subparagraph (B) of paragraph (3) of subdivision (c) of Section 65583.2. (II) Three times the density allowed by the general plan, zoning ordinance, or state law, whichever is greater. (III) The density that is consistent with the density specified in the housing element. (ii) Notwithstanding clause (i), the greatest allowable density shall be 35 units per acre more than the amount allowable pursuant to clause (i), if any portion of the site is located within any of the following: (I) One-half mile of a major transit stop, as defined in Section 21064.3 of the Public Resources Code. (II) A very low vehicle travel area, as defined in subdivision (h). (III) A high or highest resource census tract, as identified by the latest edition of the “CTCAC/HCD Opportunity Map” published by the California Tax Credit Allocation Committee and the Department of Housing and Community Development. (D) (i) On sites that have a minimum density requirement and are located within one-half mile of a commuter rail station or a heavy rail station, the density of the project shall not be less than the minimum density required on the site. 99 SB 457 — 21 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 48  Packet Pg. 596 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (I) For purposes of this subparagraph, “commuter rail” means a railway that is not a light rail, streetcar, trolley, or tramway and that is for urban passenger train service consisting of local short distance travel operating between a central city and adjacent suburb with service operated on a regular basis by or under contract with a transit operator for the purpose of transporting passengers within urbanized areas, or between urbanized areas and outlying areas, using either locomotive-hauled or self-propelled railroad passenger cars, with multitrip tickets and specific station-to-station fares. (II) For purposes of this subparagraph, “heavy rail” means an electric railway with the capacity for a heavy volume of traffic using high speed and rapid acceleration passenger rail cars operating singly or in multicar trains on fixed rails, separate rights-of-way from which all other vehicular and foot traffic are excluded, and high platform loading. (ii) On all other sites with a minimum density requirement, the density of the project shall not be less than the local agency’s minimum density or one-half of the minimum density deemed appropriate to accommodate housing for that jurisdiction as specified in subparagraph (B) of paragraph (3) of subdivision (c) of Section 65583.2, whichever is lower. (E) The project site does not abut a site where more than one-third of the square footage on the site has been used, within the past three years, by a heavy industrial use, or a Title V industrial use, as those terms are defined in Section 65913.16. (12) “Condition approval” includes imposing on the housing development project, or attempting to subject it to, development standards, conditions, or policies. (13) “Unit type” means the form of ownership and the kind of residential unit, including, but not limited to, single-family detached, single-family attached, for-sale, rental, multifamily, townhouse, condominium, apartment, manufactured homes and mobilehomes, factory-built housing, and residential hotel. (14) “Proposed by the applicant” means the plans and designs as submitted by the applicant, including, but not limited to, density, unit size, unit type, site plan, building massing, floor area ratio, amenity areas, open space, parking, and ancillary commercial uses. (i) If any city, county, or city and county denies approval or imposes conditions, including design changes, lower density, or a reduction of the percentage of a lot that may be occupied by a 99 — 22 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 49  Packet Pg. 597 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y building or structure under the applicable planning and zoning in force at the time the housing development project’s application is complete, that have a substantial adverse effect on the viability or affordability of a housing development for very low, low-, or moderate-income households, and the denial of the development or the imposition of conditions on the development is the subject of a court action which challenges the denial or the imposition of conditions, then the burden of proof shall be on the local legislative body to show that its decision is consistent with the findings as described in subdivision (d), and that the findings are supported by a preponderance of the evidence in the record, and with the requirements of subdivision (o). (j) (1) When a proposed housing development project complies with applicable, objective general plan, zoning, and subdivision standards and criteria, including design review standards, in effect at the time that the application was deemed complete, but the local agency proposes to disapprove the project or to impose a condition that the project be developed at a lower density, the local agency shall base its decision regarding the proposed housing development project upon written findings supported by a preponderance of the evidence on the record that both of the following conditions exist: (A) The housing development project would have a specific, adverse impact upon the public health or safety unless the project is disapproved or approved upon the condition that the project be developed at a lower density. As used in this paragraph, a “specific, adverse impact” means a significant, quantifiable, direct, and unavoidable impact, based on objective, identified written public health or safety standards, policies, or conditions as they existed on the date the application was deemed complete. (B) There is no feasible method to satisfactorily mitigate or avoid the adverse impact identified pursuant to paragraph (1), other than the disapproval of the housing development project or the approval of the project upon the condition that it be developed at a lower density. (2) (A) If the local agency considers a proposed housing development project to be inconsistent, not in compliance, or not in conformity with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision as specified in this subdivision, it shall provide the applicant with written documentation identifying the provision or provisions, and an 99 SB 457 — 23 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 50  Packet Pg. 598 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y explanation of the reason or reasons it considers the housing development to be inconsistent, not in compliance, or not in conformity as follows: (i) Within 30 days of the date that the application for the housing development project is determined to be complete, if the housing development project contains 150 or fewer housing units. (ii) Within 60 days of the date that the application for the housing development project is determined to be complete, if the housing development project contains more than 150 units. (B) If the local agency fails to provide the required documentation pursuant to subparagraph (A), the housing development project shall be deemed consistent, compliant, and in conformity with the applicable plan, program, policy, ordinance, standard, requirement, or other similar provision. (3) For purposes of this section, the receipt of a density bonus, incentive, concession, waiver, or reduction of development standards pursuant to Section 65915 shall not constitute a valid basis on which to find a proposed housing development project is inconsistent, not in compliance, or not in conformity, with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision specified in this subdivision. (4) For purposes of this section, a proposed housing development project is not inconsistent with the applicable zoning standards and criteria, and shall not require a rezoning, if the housing development project is consistent with the objective general plan standards and criteria but the zoning for the project site is inconsistent with the general plan. If the local agency has complied with paragraph (2), the local agency may require the proposed housing development project to comply with the objective standards and criteria of the zoning which is consistent with the general plan, however, the standards and criteria shall be applied to facilitate and accommodate development at the density allowed on the site by the general plan and proposed by the proposed housing development project. (k) (1) (A) (i) The applicant, a person who would be eligible to apply for residency in the housing development project or emergency shelter, or a housing organization may bring an action to enforce this section. If, in any action brought to enforce this section, a court finds that any of the following are met, the court shall issue an order pursuant to clause (ii): 99 — 24 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 51  Packet Pg. 599 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (I) The local agency, in violation of subdivision (d), disapproved a housing development project or conditioned its approval in a manner rendering it infeasible for the development of an emergency shelter, or housing for very low, low-, or moderate-income households, including farmworker housing, without making the findings required by this section. (II) The local agency, in violation of subdivision (j), disapproved a housing development project complying with applicable, objective general plan and zoning standards and criteria, or imposed a condition that the project be developed at a lower density, without making the findings required by this section. (III) (ia) Subject to sub-subclause (ib), the local agency, in violation of subdivision (o), required or attempted to require a housing development project to comply with an ordinance, policy, or standard not adopted and in effect when a preliminary application was submitted. (ib) This subclause shall become inoperative on January 1, 2030. (IV) The local agency violated a provision of this section applicable to a builder’s remedy project. (ii) If the court finds that one of the conditions in clause (i) is met, the court shall issue an order or judgment compelling compliance with this section within a time period not to exceed 60 days, including, but not limited to, an order that the local agency take action on the housing development project or emergency shelter. The court may issue an order or judgment directing the local agency to approve the housing development project or emergency shelter if the court finds that the local agency acted in bad faith when it disapproved or conditionally approved the housing development or emergency shelter in violation of this section. The court shall retain jurisdiction to ensure that its order or judgment is carried out and shall award reasonable attorney’s fees and costs of suit to the plaintiff or petitioner, provided, however, that the court shall not award attorney’s fees in either of the following instances: (I) The court finds, under extraordinary circumstances, that awarding fees would not further the purposes of this section. (II) (ia) In a case concerning a disapproval within the meaning of subparagraph (I) or (J) of paragraph (6) of subdivision (h), the court finds that the local agency acted in good faith and had reasonable cause to disapprove the housing development project 99 SB 457 — 25 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 52  Packet Pg. 600 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y due to the existence of a controlling question of law about the application of the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code) or implementing guidelines as to which there was a substantial ground for difference of opinion at the time of the disapproval. (ib) This subclause shall become inoperative on January 1, 2031. (B) Upon a determination that the local agency has failed to comply with the order or judgment compelling compliance with this section within the time period prescribed by the court, the court shall impose fines on a local agency that has violated this section and require the local agency to deposit any fine levied pursuant to this subdivision into a local housing trust fund. The local agency may elect to instead deposit the fine into the Building Homes and Jobs Trust Fund. The fine shall be in a minimum amount of ten thousand dollars ($10,000) per housing unit in the housing development project on the date the application was deemed complete pursuant to Section 65943. In determining the amount of the fine to impose, the court shall consider the local agency’s progress in attaining its target allocation of the regional housing need pursuant to Section 65584 and any prior violations of this section. Fines shall not be paid out of funds already dedicated to affordable housing, including, but not limited to, Low and Moderate Income Housing Asset Funds, funds dedicated to housing for very low, low-, and moderate-income households, and federal HOME Investment Partnerships Program and Community Development Block Grant Program funds. The local agency shall commit and expend the money in the local housing trust fund within five years for the sole purpose of financing newly constructed housing units affordable to extremely low, very low, or low-income households. After five years, if the funds have not been expended, the money shall revert to the state and be deposited in the Building Homes and Jobs Trust Fund for the sole purpose of financing newly constructed housing units affordable to extremely low, very low, or low-income households. (C) If the court determines that its order or judgment has not been carried out within 60 days, the court may issue further orders as provided by law to ensure that the purposes and policies of this section are fulfilled, including, but not limited to, an order to vacate the decision of the local agency and to approve the housing 99 — 26 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 53  Packet Pg. 601 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y development project, in which case the application for the housing development project, as proposed by the applicant at the time the local agency took the initial action determined to be in violation of this section, along with any standard conditions determined by the court to be generally imposed by the local agency on similar projects, shall be deemed to be approved unless the applicant consents to a different decision or action by the local agency. (D) Nothing in this section shall limit the court’s inherent authority to make any other orders to compel the immediate enforcement of any writ brought under this section, including the imposition of fees and other sanctions set forth under Section 1097 of the Code of Civil Procedure. (2) For purposes of this subdivision, “housing organization” means a trade or industry group whose local members are primarily engaged in the construction or management of housing units or a nonprofit organization whose mission includes providing or advocating for increased access to housing for low-income households and have filed written or oral comments with the local agency prior to action on the housing development project. A housing organization may only file an action pursuant to this section to challenge the disapproval of a housing development by a local agency. A housing organization shall be entitled to reasonable attorney’s fees and costs if it is the prevailing party in an action to enforce this section. (l) If the court finds that the local agency (1) acted in bad faith when it violated this section and (2) failed to carry out the court’s order or judgment within the time period prescribed by the court, the court, in addition to any other remedies provided by this section, shall multiply the fine determined pursuant to subparagraph (B) of paragraph (1) of subdivision (k) by a factor of five. If a court has previously found that the local agency violated this section within the same planning period, the court shall multiply the fines by an additional factor for each previous violation. For purposes of this section, “bad faith” includes, but is not limited to, an action or inaction that is frivolous, pretextual, intended to cause unnecessary delay, or entirely without merit. (m) (1) Any action brought to enforce the provisions of this section shall be brought pursuant to Section 1094.5 of the Code of Civil Procedure, and the local agency shall prepare and certify the record of proceedings in accordance with subdivision (c) of 99 SB 457 — 27 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 54  Packet Pg. 602 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y Section 1094.6 of the Code of Civil Procedure no later than 30 days after the petition is served, provided that the cost of preparation of the record shall be borne by the local agency, unless the petitioner elects to prepare the record as provided in subdivision (n) of this section. A petition to enforce the provisions of this section shall be filed and served no later than 90 days from the later of (1) the effective date of a decision of the local agency imposing conditions on, disapproving, or any other final action on a housing development project or (2) the expiration of the time periods specified in subparagraph (B) of paragraph (5) of subdivision (h). Upon entry of the trial court’s order, a party may, in order to obtain appellate review of the order, file a petition within 20 days after service upon it of a written notice of the entry of the order, or within such further time not exceeding an additional 20 days as the trial court may for good cause allow, or may appeal the judgment or order of the trial court under Section 904.1 of the Code of Civil Procedure. If the local agency appeals the judgment of the trial court, the local agency shall post a bond, in an amount to be determined by the court, to the benefit of the plaintiff if the plaintiff is the project applicant. (2) (A) A disapproval within the meaning of subparagraph (I) of paragraph (6) of subdivision (h) shall be final for purposes of this subdivision, if the local agency did not make a lawful determination within the time period set forth in paragraph (5) of subdivision (a) of Section 65589.5.1 after the applicant’s timely written notice. (B) This paragraph shall become inoperative on January 1, 2031. (3) (A) A disapproval within the meaning of subparagraph (J) of paragraph (6) of subdivision (h) shall be final for purposes of this subdivision, if the local agency did not make a lawful determination within 90 days of the applicant’s timely written notice. (B) This paragraph shall become inoperative on January 1, 2031. (n) In any action, the record of the proceedings before the local agency shall be filed as expeditiously as possible and, notwithstanding Section 1094.6 of the Code of Civil Procedure or subdivision (m) of this section, all or part of the record may be prepared (1) by the petitioner with the petition or petitioner’s points and authorities, (2) by the respondent with respondent’s points and authorities, (3) after payment of costs by the petitioner, or (4) as 99 — 28 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 55  Packet Pg. 603 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y otherwise directed by the court. If the expense of preparing the record has been borne by the petitioner and the petitioner is the prevailing party, the expense shall be taxable as costs. (o) (1) Subject to paragraphs (2), (6), and (7), and subdivision (d) of Section 65941.1, a housing development project shall be subject only to the ordinances, policies, and standards adopted and in effect when a preliminary application including all of the information required by subdivision (a) of Section 65941.1 was submitted. (2) Paragraph (1) shall not prohibit a housing development project from being subject to ordinances, policies, and standards adopted after the preliminary application was submitted pursuant to Section 65941.1 in the following circumstances: (A) In the case of a fee, charge, or other monetary exaction, to an increase resulting from an automatic annual adjustment based on an independently published cost index that is referenced in the ordinance or resolution establishing the fee or other monetary exaction. (B) A preponderance of the evidence in the record establishes that subjecting the housing development project to an ordinance, policy, or standard beyond those in effect when a preliminary application was submitted is necessary to mitigate or avoid a specific, adverse impact upon the public health or safety, as defined in subparagraph (A) of paragraph (1) of subdivision (j), and there is no feasible alternative method to satisfactorily mitigate or avoid the adverse impact. (C) Subjecting the housing development project to an ordinance, policy, standard, or any other measure, beyond those in effect when a preliminary application was submitted is necessary to avoid or substantially lessen an impact of the project under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). (D) The housing development project has not commenced construction within two and one-half years, or three and one-half years for an affordable housing project, following the date that the project received final approval. For purposes of this subparagraph: (i) “Affordable housing project” means a housing development that satisfies both of the following requirements: (I) Units within the development are subject to a recorded affordability restriction for at least 55 years for rental housing and 99 SB 457 — 29 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 56  Packet Pg. 604 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y 45 years for owner-occupied housing, or the first purchaser of each unit participates in an equity sharing agreement as described in subparagraph (C) of paragraph (2) of subdivision (c) of Section 65915. (II) All of the units within the development, excluding managers’ units, are dedicated to lower income households, as defined by Section 50079.5 of the Health and Safety Code. (ii) “Final approval” means that the housing development project has received all necessary approvals to be eligible to apply for, and obtain, a building permit or permits and either of the following is met: (I) The expiration of all applicable appeal periods, petition periods, reconsideration periods, or statute of limitations for challenging that final approval without an appeal, petition, request for reconsideration, or legal challenge having been filed. (II) If a challenge is filed, that challenge is fully resolved or settled in favor of the housing development project. (E) The housing development project is revised following submittal of a preliminary application pursuant to Section 65941.1 such that the number of residential units or square footage of construction changes by 20 percent or more, exclusive of any increase resulting from the receipt of a density bonus, incentive, concession, waiver, or similar provision, including any other locally authorized program that offers additional density or other development bonuses when affordable housing is provided. For purposes of this subdivision, “square footage of construction” means the building area, as defined by the California Building Standards Code (Title 24 of the California Code of Regulations). (3) This subdivision does not prevent a local agency from subjecting the additional units or square footage of construction that result from project revisions occurring after a preliminary application is submitted pursuant to Section 65941.1 to the ordinances, policies, and standards adopted and in effect when the preliminary application was submitted. (4) For purposes of this subdivision, “ordinances, policies, and standards” includes general plan, community plan, specific plan, zoning, design review standards and criteria, subdivision standards and criteria, and any other rules, regulations, requirements, and policies of a local agency, as defined in Section 66000, including 99 — 30 — SB 457 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 57  Packet Pg. 605 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y those relating to development impact fees, capacity or connection fees or charges, permit or processing fees, and other exactions. (5) This subdivision shall not be construed in a manner that would lessen the restrictions imposed on a local agency, or lessen the protections afforded to a housing development project, that are established by any other law, including any other part of this section. (6) This subdivision shall not restrict the authority of a public agency or local agency to require mitigation measures to lessen the impacts of a housing development project under the California Environmental Quality Act (Division 13 (commencing with Section 21000) of the Public Resources Code). (7) With respect to completed residential units for which the project approval process is complete and a certificate of occupancy has been issued, nothing in this subdivision shall limit the application of later enacted ordinances, policies, and standards that regulate the use and occupancy of those residential units, such as ordinances relating to rental housing inspection, rent stabilization, restrictions on short-term renting, and business licensing requirements for owners of rental housing. (8) (A) This subdivision shall apply to a housing development project that submits a preliminary application pursuant to Section 65941.1 before January 1, 2030. (B) This subdivision shall become inoperative on January 1, 2034. (p) (1) Upon any motion for an award of attorney’s fees pursuant to Section 1021.5 of the Code of Civil Procedure, in a case challenging a local agency’s approval of a housing development project, a court, in weighing whether a significant benefit has been conferred on the general public or a large class of persons and whether the necessity of private enforcement makes the award appropriate, shall give due weight to the degree to which the local agency’s approval furthers policies of this section, including, but not limited to, subdivisions (a), (b), and (c), the suitability of the site for a housing development, and the reasonableness of the decision of the local agency. It is the intent of the Legislature that attorney’s fees and costs shall rarely, if ever, be awarded if a local agency, acting in good faith, approved a housing development project that satisfies conditions established 99 SB 457 — 31 — + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 58  Packet Pg. 606 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y in paragraph (1), (2), or (3) of subdivision (a) of Section 65589.5.1 or paragraph (1), (2), or (3) of subdivision (a) of Section 65589.5.2. (2) This subdivision shall become inoperative on January 1, 2031. (q) This section shall be known, and may be cited, as the Housing Accountability Act. (r) The provisions of this section are severable. If any provision of this section or its application is held invalid, that invalidity shall not affect other provisions or applications that can be given effect without the invalid provision or application. SECTION 1. Section 65400 of the Government Code is amended to read: 65400. (a) After the legislative body has adopted all or part of a general plan, the planning agency shall do both of the following: (1) Investigate and make recommendations to the legislative body regarding reasonable and practical means for implementing the general plan or element of the general plan so that it will serve as an effective guide for orderly growth and development, preservation and conservation of open-space land and natural resources, and the efficient expenditure of public funds relating to the subjects addressed in the general plan. (2) Provide by April 1 of each year an annual report to the legislative body, the Office of Planning and Research, and the Department of Housing and Community Development that includes all of the following: (A) The status of the plan and progress in its implementation. (B) (i) (I) The progress in meeting its share of regional housing needs determined pursuant to Section 65584, including the need for extremely low income households, as determined pursuant to Section 65583, and local efforts to remove governmental constraints to the maintenance, improvement, and development of housing pursuant to paragraph (3) of subdivision (c) of Section 65583. (II) The annual report shall include the progress in meeting the city’s or county’s progress in meeting its share of regional housing need, as described in subclause (I), for the sixth and previous revisions of the housing element. (ii) The housing element portion of the annual report, as required by this paragraph, shall be prepared through the use of standards, 99 — 32 — SB 457 + + + + + + + + + + Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Amendment 3 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 59  Packet Pg. 607 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y forms, and definitions adopted by the Department of Housing and Community Development. The department may review, adopt, amend, and repeal the standards, forms, or definitions to implement this article. Any standards, forms, or definitions adopted to implement this article shall not be subject to Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of Title 2. Before and after adoption of the forms, the housing element portion of the annual report shall include a section that describes the actions taken by the local government towards completion of the programs and status of the local government’s compliance with the deadlines in its housing element. The report shall be considered at an annual public meeting before the legislative body where members of the public shall be allowed to provide oral testimony and written comments. (iii) The report may include the number of units that have been completed pursuant to subdivision (c) of Section 65583.1. For purposes of this paragraph, committed assistance may be executed throughout the planning period, and the program under paragraph (1) of subdivision (c) of Section 65583.1 shall not be required. The report shall document how the units meet the standards set forth in that subdivision. (iv) The planning agency shall include the number of units in a student housing development for lower income students for which the developer of the student housing development was granted a density bonus pursuant to subparagraph (F) of paragraph (1) of subdivision (b) of Section 65915. (C) The number of housing development applications received in the prior year, including whether each housing development application is subject to a ministerial or discretionary approval process. (D) The number of units included in all development applications in the prior year. (E) (i) The number of units approved and disapproved in the prior year, which shall include all of the following subcategories: (I) The number of units located within an opportunity area. (II) For the seventh and each subsequent revision of the housing element, the number of units approved and disapproved for acutely low income households within each opportunity area. 99 SB 457 — 33 — Page 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 60  Packet Pg. 608 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (III) For the seventh and each subsequent revision of the housing element, the number of units approved and disapproved for extremely low income households within each opportunity area. (IV) The number of units approved and disapproved for very low income households within each opportunity area. (V) The number of units approved and disapproved for lower income households within each opportunity area. (VI) The number of units approved and disapproved for moderate-income households within each opportunity area. (VII) The number of units approved and disapproved for above moderate-income households within each opportunity area. (ii) For purposes of this subparagraph, “opportunity area” means a highest, high, moderate, or low resource area pursuant to the most recent “CTCAC/HCD Opportunity Map” published by the California Tax Credit Allocation Committee and the Department of Housing and Community Development. (F) The degree to which its approved general plan complies with the guidelines developed and adopted pursuant to Section 65040.2 and the date of the last revision to the general plan. (G) A listing of sites rezoned to accommodate that portion of the city’s or county’s share of the regional housing need for each income level that could not be accommodated on sites identified in the inventory required by paragraph (1) of subdivision (c) of Section 65583 and Section 65584.09. The listing of sites shall also include any additional sites that may have been required to be identified by Section 65863. (H) (i) The number of units of housing demolished and new units of housing, including both rental housing and for-sale housing and any units that the County of Napa or the City of Napa may report pursuant to an agreement entered into pursuant to Section 65584.08, that have been issued a completed entitlement, a building permit, or a certificate of occupancy, thus far in the housing element cycle, and the income category, by area median income category, that each unit of housing satisfies. That production report shall do the following: (I) For each income category described in this subparagraph, distinguish between the number of rental housing units and the number of for-sale units that satisfy each income category. (II) For each entitlement, building permit, or certificate of occupancy, include a unique site identifier that must include the 99 — 34 — SB 457 Page 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 61  Packet Pg. 609 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y assessor’s parcel number, but may also include street address, or other identifiers. (III) For the seventh and subsequent revisions of the housing element, suite-style student housing quarters. The Department of Housing and Community Development shall evaluate the jurisdiction’s progress in meeting its share of the regional housing needs determined pursuant to Section 65584, with particular attention to the housing needs of lower income households. Suite-style student housing quarters shall not satisfy more than 25 percent of any income category in determining a jurisdiction’s progress in meeting its share of the regional housing needs. A suite-style student housing quarters that meets all of the following requirements may be counted toward a jurisdiction’s progress toward meeting the regional housing needs: (ia) The unit includes a fully functioning kitchen with a refrigerator, stove, sink with hot and cold water, vent, and an area to prepare food. (ib) The unit has a ratio of beds to toilets, lavatories, and showers not exceeding five to one. (ic) The unit meets the requirements described in Section 17920.3 of the Health and Safety Code. Any unit or structure that does not meet the requirements of that section shall not be counted toward the local jurisdiction’s progress. (ii) For the County of Napa and the City of Napa, the production report may report units identified in the agreement entered into pursuant to Section 65584.08. (I) The number of applications submitted pursuant to subdivision (a) of Section 65913.4, the location and the total number of developments approved pursuant to subdivision (c) of Section 65913.4, the total number of building permits issued pursuant to subdivision (c) of Section 65913.4, the total number of units including both rental housing and for-sale housing by area median income category constructed using the process provided for in subdivision (c) of Section 65913.4. (J) If the city or county has received funding pursuant to the Local Government Planning Support Grants Program (Chapter 3.1 (commencing with Section 50515) of Part 2 of Division 31 of the Health and Safety Code), the information required pursuant to subdivision (a) of Section 50515.04 of the Health and Safety Code. 99 SB 457 — 35 — Page 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 62  Packet Pg. 610 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (K) The progress of the city or county in adopting or amending its general plan or local open-space element in compliance with its obligations to consult with California Native American tribes, and to identify and protect, preserve, and mitigate impacts to places, features, and objects described in Sections 5097.9 and 5097.993 of the Public Resources Code, pursuant to Chapter 905 of the Statutes of 2004. (L) The following information with respect to density bonuses granted in accordance with Section 65915: (i) The number of density bonus applications received by the city or county. (ii) The number of density bonus applications approved by the city or county. (iii) Data from all projects approved to receive a density bonus from the city or county, including, but not limited to, the percentage of density bonus received, the percentage of affordable units in the project, the number of other incentives or concessions granted to the project, and any waiver or reduction of parking standards for the project. (M) The following information with respect to each application submitted pursuant to Chapter 4.1 (commencing with Section 65912.100): (i) The location of the project. (ii) The status of the project, including whether it has been entitled, whether a building permit has been issued, and whether or not it has been completed. (iii) The number of units in the project. (iv) The number of units in the project that are rental housing. (v) The number of units in the project that are for-sale housing. (vi) The household income category of the units, as determined pursuant to subdivision (f) of Section 65584. (N) A list of all historic designations listed on the National Register of Historic Places, the California Register of Historic Resources, or a local register of historic places by the city or county in the past year, and the status of any housing development projects proposed for the new historic designations, including all of the following: (i) Whether the housing development project has been entitled. (ii) Whether a building permit has been issued for the housing development project. 99 — 36 — SB 457 Page 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 63  Packet Pg. 611 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y (iii) The number of units in the housing development project. (b) (1) (A) The department may request corrections to the housing element portion of an annual report submitted pursuant to paragraph (2) of subdivision (a) within 90 days of receipt. A planning agency shall make the requested corrections within 30 days after which the department may reject the report if the report is not in substantial compliance with the requirements of that paragraph. (B) If the department rejects the housing element portion of an annual report as authorized by subparagraph (A), the department shall provide the reasons the report is inconsistent with paragraph (2) of subdivision (a) to the planning agency in writing. (2) If a court finds, upon a motion to that effect, that a city, county, or city and county failed to submit, within 60 days of the deadline established in this section, the housing element portion of the report required pursuant to subparagraph (B) of paragraph (2) of subdivision (a) that substantially complies with the requirements of this section, the court shall issue an order or judgment compelling compliance with this section within 60 days. If the city, county, or city and county fails to comply with the court’s order within 60 days, the plaintiff or petitioner may move for sanctions, and the court may, upon that motion, grant appropriate sanctions. The court shall retain jurisdiction to ensure that its order or judgment is carried out. If the court determines that its order or judgment is not carried out within 60 days, the court may issue further orders as provided by law to ensure that the purposes and policies of this section are fulfilled. This subdivision applies to proceedings initiated on or after the first day of October following the adoption of forms and definitions by the Department of Housing and Community Development pursuant to paragraph (2) of subdivision (a), but no sooner than six months following that adoption. (c) The Department of Housing and Community Development shall post a report submitted pursuant to this section on its internet website within a reasonable time of receiving the report. SEC. 2. The Legislature finds and declares that Section 1 of this act amending Section 65400 of the Government Code address a matter of statewide concern rather than a municipal affair as that term is used in Section 5 of Article XI of the California 99 SB 457 — 37 — Page 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 64  Packet Pg. 612 of 660  PROPOSED AMENDMENTS PROPOSED AMENDMENTS RN 25 12553 10 03/19/25 06:40 PM SUBSTANTIVE RN 25 12553 10 03/19/25 SEC U R E D CO P Y SEC U R E D CO P Y Constitution. Therefore, Section 1 of this act applies to all cities, including charter cities. SEC. 3. No reimbursement is required by this act pursuant to Section 6 of Article XIII B of the California Constitution because a local agency or school district has the authority to levy service charges, fees, or assessments sufficient to pay for the program or level of service mandated by this act, within the meaning of Section 17556 of the Government Code. O 99 — 38 — SB 457 Page 8 1 2 3 4 5 6 7 8 Item 17 Attachment D - March 24 Supplemental Attachment A - SB 457 Amendments        Item 17: Staff Report Pg. 65  Packet Pg. 613 of 660  City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Planning and Development Services Meeting Date: April 7, 2025 Report #:2411-3741 TITLE FIRST READING: Adoption of an Ordinance Updating Palo Alto Municipal Code (PAMC) Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) to Adopt New Outdoor Lighting Regulations; CEQA Status -- Exempt pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment). RECOMMENDATION Staff recommend the City Council adopt the Draft Ordinance updating Palo Alto Municipal Code (PAMC) Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28, and Section 18.40.230 of Title 18 (Zoning) to adopt new outdoor lighting regulations. EXECUTIVE SUMMARY In response to growing concerns about light pollution and its impact on both the natural environment and wildlife, the City Council adopted a priority in 2023 and 2024, directing staff to prepare measures to reduce light pollution and protect wildlife. The proposed ordinance is generally consistent with the Dark Sky principles, which focus on reducing unnecessary lighting, directing light where it’s needed, and using warmer, less intrusive light sources. Key elements of the proposed ordinance include requirements for fully shielded outdoor lighting, a maximum color temperature, and the use of timers or motion sensors to ensure that lighting is only on when necessary. The ordinance also includes specific provisions for outdoor lighting in certain areas or for specific purposes. The ordinance has undergone extensive review, resulting in modifications made based on further analysis and understanding of implementation and enforcement impacts. As a result, the ordinance differs from the Planning and Transportation Commission’s recommendations in certain areas, and the differences are described in the Analysis section of this report. Incorporating the Dark Sky principles, staff has prepared a draft ordinance updating the existing lighting standards in Palo Alto Municipal Code Section 18.40.250 for City Council consideration. The ordinance reflects feedback from the Architectural Review Board (ARB), recommendation Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 1  Packet Pg. 614 of 660  from the Planning and Transportation Commission (PTC), as well as comments received from the public and internal City staff review. BACKGROUND 1 The organization publishes guidance for communities seeking to achieve a “dark sky” and decrease light pollution. The framework focuses on principles which have been incorporated into the proposed ordinance: 1 Link to the DarkSky International Website: https://darksky.org/who-we-are/advocates Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 2  Packet Pg. 615 of 660  5. Warm-colored: Use warmer color lights where possible. Limit the amount of shorter wavelength (blue-violet) light to the least amount needed. Architectural Review Board On February 15, 2024,2 and July 18, 2024,3 the ARB reviewed potential Dark Sky regulations. The ARB suggested approaches for distinctive areas within the city such as foothills and Baylands and explored the creation of a “Light Sensitive Area” to regulate different areas with different lighting standards. Staff considered this concept but concluded that it might be unnecessarily complicated and potentially increase the regulatory requirements in areas of the City that are not significant nighttime light emitters or may result is less stringent regulations in other built-out urban areas in order to different standards from light sensitive areas. Accordingly, this recommendation is not included in the draft ordinance. The ARB also discussed alternative methods for regulating certain lighting requirements, such as string lighting. Staff refined these requirements to eliminate ambiguity and incorporated them into the ordinance. After deliberation at their study sessions, the ARB recommended staff to consider applying the new lighting standards to new construction and “substantial remodels” as defined in 16.17.0704, which has been incorporated into the ordinance. Planning and Transportation Commission On August 28, 2024,5 the PTC considered a Draft Lighting Ordinance. The PTC continued the item to allow for additional staff analysis regarding lighting curfews and technology, appropriate lighting for safety, and lighting needs for specific uses. On October 30, 2024,6 the PTC considered the revised ordinance voted 6-1 to forward the staff recommendation to the City Council with the following modifications: 1. Reinstate the provision that would expand applicability to projects that only include new or replacement of existing luminaires; 2. Add a hardship exception process; 3. Change light trespass allowance from 0.5 to 0.1 footcandle throughout the ordinance; 2 Link to the ARB agenda for the study session on February 15, 2024 (Item #3): https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=13800 3 Link to the ARB agenda for the study session on July 18, 2024 (Item #3): 4 PAMC Section 16.17.070 defines that "SUBSTANTIAL REMODEL" (AKA 50-50-50 RULE) is any project or projects that affects the removal or replacement of 50% or more of the linear length of the existing exterior walls of the building, and/or 50% or more of the linear length of the existing exterior wall plate height is raised, and/or 50% or more of the existing roof framing area is removed or replaced, over a 3-year period. Any permit(s) applied for will trigger a review of a 3-year history of the project. This review will result in determining if a substantial remodel has occurred. The Chief Building Official or designee shall make the final determination regarding the application if a conflict occurs. 5 Link to the PTC agenda for the public hearing on August 28, 2024 (Item #2): https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=13702 6 Link to the PTC agenda for the public hearing on October 30, 2024 (Item #2): https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=13744 Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 3  Packet Pg. 616 of 660  4. Reduce time limit on motion sensors from 10 minutes to five minutes; 5. Add definition terminology requested by Sierra Club based on suggested best practices; and 6. Recommend to City Council that further outreach be done at the time of implementation, informing residents of the new regulations; and that regulations for interior commercial lighting be considered in the future. (See Stakeholder Engagement section for more information.) After further staff analysis and discussion about implementation and enforcement, the draft ordinance incorporated some of the PTC recommendations but not all. The analysis section below describes how the draft ordinance differs from the PTC recommendation in more detail. ANALYSIS PAMC Section 18.40.250 includes existing standards the City uses to regulate lighting. The proposed ordinance would amend this section with additional lighting standards to reduce light pollution consistent with Dark Sky principles. The ordinance is structured to regulate lighting through the following subsections: •Applicability •Lighting Standards – Shielding •Lighting Standards – Illumination Level •Lighting Standards – Lighting Control •Special Purpose Lighting Certain provisions of the draft ordinance recommended by staff differ from the PTC’s recommendation. These provisions are detailed below where applicable. Applicability This section specifies that the ordinance applies the lighting standards to new construction, major renovation (per definition of Substantial Remodel), and new outdoor luminaires that require the issuance of a building permit. This differs from the PTC recommendation, which expanded the ordinance to also apply to replacement of outdoor luminaries or lighting systems that require the issuance of a building permit, not just new lighting. Staff’s recommendation, as reflected in the draft ordinance, differs from that of the PTC in order to reduce the enforcement and limit financial costs associated with these smaller projects. Staff considered an exception for projects facing significant financial impact from the new lighting requirements per PTC direction. However, staff determined that separating lighting costs from the entire construction cost or project valuation would be difficult for both applicants and staff responsible for verification. Furthermore, the new standards do not apply to the replacement of existing outdoor lighting or changes to the lighting type or system, which was one of scenarios that led to the concerns of financial burdens. An exception for historic resources has been added to ensure that the new standards do not impair historical integrity. Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 4  Packet Pg. 617 of 660  Exemptions Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 5  Packet Pg. 618 of 660  requirement to existing buildings and structures because it presents significant enforcement challenges. Enforcing a lighting curfew on all existing buildings would be extremely complex and resource-intensive and is simply unsupported based on existing staff levels. Moreover, requiring existing lighting fixtures to comply would set up an unrealistic expectation that all existing lighting would comply with the subject ordinance upon ordinance adoption. Because mandatory motion sensors would be a cost burden for property owners, a lighting curfew without them would likely result in widespread non-compliance, increased neighbor disputes, and diminished public support for dark sky initiatives. Accordingly, the proposed ordinance does not apply the lighting curfew to existing buildings and structures. •Low Density Residential Lighting. The existing lighting requirements from low density residential chapters have been consolidated into this subsection. To avoid requiring lighting plans for low-density residential projects, which are typically not needed for single-family homes, a separate brightness standard is provided in lumens. If the standard were specified in footcandles, lighting plans would be necessary. This lumen level is based on the Dark Sky International’s model lighting ordinance. •Outdoor Security Lighting: Requirements for outdoor security lighting mirror general lighting standards, including requirements for lighting control and shielding. Exceptions for motion sensors are provided where continuous lighting is required by the California Building Code. •Athletic Facilities Lighting: This section aims to minimize light pollution and disturbance to surrounding areas. Lighting must be focused based on the purpose of the facility, with adjustable intensity for different uses. Lights have specific timer and shutoff requirements. •Automobile Service Station Lighting: Automobile service station lighting is required to be fully recessed or mounted directly to the underside of canopies. The maximum light intensity level for canopies is set at 12.5 foot-candles, which falls within the Illuminating Engineering Society (IES) recommended range of 10 to 15 foot-candles for gas stations.7 •Lighting for Outdoor Space above Ground Floor: The lighting standards from the existing PAMC Section 18.40.230 (Rooftop Gardens) were incorporated into this ordinance for consistency with Dark Sky principles. •String Lighting: A color temperature of 2,700 Kelvin and brightness not exceeding 42 lumens per each light burb is required. 7 IES Recommended Light Levels: https://waypointlighting.com/uploads/2/6/8/4/26847904/ies_recommended_light_levels.pdf Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 6  Packet Pg. 619 of 660  Enforcement POLICY IMPLICATIONS Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 7  Packet Pg. 620 of 660  FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 8  Packet Pg. 621 of 660  APPROVED BY: Item 18 Item 18 Staff Report        Item 18: Staff Report Pg. 9  Packet Pg. 622 of 660  *** NOT YET APPROVED *** 1 0160151_kb2_20250319_ay Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Repealing and Replacing Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) and Amending Chapters 18.10, 18.12, 18.28 and Section 18.40.230 of Title 18 (Zoning) of the Palo Alto Municipal Code to Adopt New Outdoor Lighting Regulations The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. The term “dark sky” generally refers to achievement of significant reduc on in light pollu on so that the sky returns or becomes closer to its natural nigh me darkness. B. Adhering to Dark Sky principles, which promote responsible outdoor ligh ng prac ces, can significantly reduce light pollu on and mi gate its harmful effects. These principles emphasize using shielded, downward ligh ng, and selec ng appropriate ligh ng colors and intensi es. C. On January 29, 2024, the City Council selected four City Council priori es, one of which is the Climate Change & Natural Environment – Protec on & Adapta on, and included an objec ve to “approve a bird safe glass and wildlife light pollu on protec ons ordinance.” D. On February 14, 2024, and July 18, 2024, the Architectural Review Board conducted study sessions and provided feedback on the dra Dark Sky Ordinance. E. On August 14, 2024, the Planning and Transporta on Commission reviewed the dra ordinance and provided feedback. However, they did not make a recommenda on and asked staff to return with more informa on and con nued the hearing to a date uncertain. F. On October 30, 2024, the Planning and Transporta on Commission recommended that City Council adopt the ordinance. G. The ordinance aligns with Dark Sky principles and protects the night sky, protec ng wildlife and suppor ng a sustainable and resilient community. SECTION 2. Section 18.40.250 (Lighting) of Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code is repealed in its entirety and replaced with a new Section 18.40.250 (Lighting) to read as follows: 18.40.250 Lighting (a) Purpose. The intent of this section is to establish exterior lighting standards to reduce light pollution. Exterior lighting of parking areas, pathways, and common open spaces, including fixtures on building facades and free-standing lighting should aim to: Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 10  Packet Pg. 623 of 660  *** NOT YET APPROVED *** 2 0160151_kb2_20250319_ay (1) Reduce light pollution and its adverse effects on the environment, wildlife habitat, and human health; (2) Minimize the visual impacts of lighting on abutting or nearby properties and from adjacent roadways; (3) Provide safe and secure access on a site and adjacent pedestrian routes; (4) Achieve maximum energy efficiency; and (5) Complement the architectural design of the project. (b) Definitions. For purposes of this chapter, the following words and phrases are defined as follows: (1) “Correlated Color Temperature” or “Color Temperature” means a specification of the color appearance of the light emitted by a light source, measured in Kelvin (K). Warmer color temperatures are a lower number, and cooler color temperatures are a higher number. (2) “Fully Shielded” means a luminaire constructed and installed in such a manner that all light emitted, either directly from the lamp or a diffusing element, or indirectly by reflection or refraction from any part of the luminaire, is projected below the horizontal plane extending from the bottom of the lamp. (3) “Glare” means light entering the eye directly from a luminaire or indirectly from reflective surfaces that causes visual discomfort or reduced visibility to a person. (4) “Lamp” means, in generic terms, a source light, often called a “bulb” or “tube.” Examples include incandescent, fluorescent, high-intensity discharge (HID) lamps, and low-pressure sodium (LPS) lamps, as well as light-emitting diode (LED) modules and arrays. (5) “Light pollution” means the material adverse effect of artificial light, including, but not limited to, glare, light trespass, sky glow, energy waste, compromised safety and security, and impacts on the nocturnal environment, including light sources that are left on when they no longer serve a useful function. (6) “Lumen” means the common unit of measure used to quantify the amount of visible light produced by a lamp or emitted from a luminaire (as distinct from “Watt,” a measure of power consumption). (7) “Luminaire” means outdoor illuminating devices, lamps, and similar devices, including solar powered lights, and all parts used to distribute the light and/or protect the lamp, permanently installed or portable. (8) “Seasonal ligh ng” means ligh ng installed and operated in connec on with holidays or tradi ons within the me period specified in Sec on 18.40.250(d)(4). String Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 11  Packet Pg. 624 of 660  *** NOT YET APPROVED *** 3 0160151_kb2_20250319_ay ligh ng used outside these periods is not considered seasonal ligh ng and shall be subject to requirements in Sec on 18.40.250(f)(6). (9) “Security lighting” means lighting intended to detect intrusions or criminal activity occurring on a property or site. Also commonly referred to as perimeter lighting. (10) “String lighting” means light sources connected by free-strung wires or inside of tubing resulting in several or many points of light. (c) Applicability. The outdoor lighting standards and guidelines set forth in this Section shall apply to the following projects: (1) All newly constructed structures and buildings; or (2) Structures or buildings proposing a Substantial Remodel, as defined in Section 16.14.070; or (3) New installation of outdoor luminaires requiring a building permit. (d) Exemptions. The following types of lighting are exempt from the lighting requirements of the section: (1) Illuminated street numbers; (2) Temporary construction or lighting for emergency personnel; (3) Lighting authorized by a special event, special or temporary use permit; (4) Seasonal lighting during the period of October 15 through January 15 of each year; (5) Lighting for Airport Operations. Nothing in this section shall be interpreted to restrict, limit, or otherwise regulate lighting that, in the reasonable judgment of the Airport Manager, is prudent or necessary for airport operations, airport safety, or air navigation in connection with operations at the Palo Alto Municipal Airport; or (6) Lighting for Emergency Shelters. Lighting for emergency shelters shall be subject to PAMC 18.14.060. (e) Lighting Standards. (1) Shielding (A) All outdoor lighting shall be fully shielded and directed to avoid light trespass. No lighting shall trespass more than 0.5-foot candle as measured at the property line. (B) Exceptions for shielding requirements shall be applied to the following types of lighting: Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 12  Packet Pg. 625 of 660  *** NOT YET APPROVED *** 4 0160151_kb2_20250319_ay (i) Low voltage landscape uplighting used to illuminate fountains, shrubbery, trees, and walkways, outdoor art or public monuments provided that they use no more than a 10-watt incandescent bulb or LED equivalent or emit no more than 150 lumens. These luminaires may not direct light towards the public right-of-way; (ii) Sidewalk-facing ligh ng for zero lot line developments, provided the luminaires are motion-activated and automatically extinguish within five minutes without further activation; or (iii) String lighting pursuant to Section 18.40.250(f)(5). (2) Parking Lot Lighting Height. (A) Exterior lighting fixtures shall be mounted less than or equal to 15 feet from grade to top of fixture in parking lots in residential development and 20 feet in parking lots with commercial and mixed-use development. (3) Illumination Level and Color Temperature (A) All light sources shall have a correlated color temperature of 2,700 Kelvin or less. (B) The maximum outdoor light intensity on a site shall not exceed an average value of 5 foot-candles. (4) Lighting Control. (A) Lighting Curfew. All outdoor lighting shall be fully extinguished or be motion sensor operated by 10:00 p.m., two hours after the close of business, or when people are no longer present in exterior areas, whichever is later. (B) All lighting activated by motion sensor shall be set up to extinguish after no more than five minutes without further activation. (C) All lighting shall be automatically extinguished using a control device or system when there is sufficient daylight available, except for lighting under canopies or lighting for tunnels, parking garages, or garage entrances. (D) Exceptions for Lighting Control. (i) Any lighting at building entrances, parking areas, walkways, and driveways area; (ii) Outdoor pathway lights that emit 25 lumens or less; or (iii) Lighting that illuminates a pedestrian pathway (examples include bollard, in-place step, or building mounted), provided that such lighting is a maximum height of four (4) feet above the pathway and fully shielded. Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 13  Packet Pg. 626 of 660  *** NOT YET APPROVED *** 5 0160151_kb2_20250319_ay (f) Special Purpose Lighting. The standards in this section shall prevail over any conflicting standard in subsection (e). (1) Low Density Residential Lighting. In addition to the lighting standards in the section, the following lighting requirements shall be applicable to projects in R-1, R-2, RE, RMD, NV- R1, or NV-R2. (A) When abutting any residential use, no spillover of lighting to adjacent properties shall be allowed. (B) A maximum of 1,260 lumens shall be allowed for each fully shielded outdoor lighting. No more than 420 lumens shall be allowed for permitted non-shielded outdoor lighting. (C) Skylights shall limit illuminance and glare during night hours. Glare shall be mitigated through the use of translucent glass, shading systems, and interior light placement. Skylights shall not use white glass. (D) Height for Recreational and Security Lighting. Free-standing lighting shall be a maximum of twelve feet (12’) in height for those that were installed on or after March 11, 1991. (2) Outdoor Security Lighting. Security lighting may be provided when necessary to protect persons and property. When security lighting is utilized only the following standards shall apply: (A) Security lighting shall be controlled by a programmable motion-sensor device. All lighting activated by motion sensors shall extinguish after no more than five minutes without further activation. Automated controls shall be fully programmable and supported by battery or similar backup. (B) Security lighting shall be fully shielded and not be mounted at a height exceeding the limits established in Section 18.40.250, measured from the adjacent grade to the bottom of the luminaire. (C) Security lights intended to illuminate a perimeter, such as a fence line, are permitted only if such lights do not result in light trespass above 0.5 foot-candle onto an adjacent or nearby property, with the illumination level measured at the property line between the lot on which the light is located and the adjacent lot, at the point nearest to the light source. (D) Motion-activated security lights shall not use lamps that exceed 100-watt incandescent bulb or LED equivalent, or a maximum of 1,600 lumens. (3) Athletic Facilities Lighting. Outdoor athletic facilities shall conform to the following standards: Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 14  Packet Pg. 627 of 660  *** NOT YET APPROVED *** 6 0160151_kb2_20250319_ay (A) Field lighting is provided exclusively for illumination of the surface of play and viewing stands, and adjacent proximity areas for public safety. (B) Illumination levels shall be adjustable based on the task (e.g., active play vs. field maintenance). (C) Off-site impacts of the lighting will be limited to the greatest practical extent possible. (D) Lights shall be extinguished by 10:30 p.m. except when the facilities are being used for active play and maintenance before or after permitted events, and the lights are equipped with a timer. (E) Timers that automatically extinguish lights shall be installed to prevent lights being left on accidentally overnight. (4) Automobile Service Station Lighting (A) Lighting fixtures in the ceiling of canopies shall be fully recessed or mounted directly to the underside of the canopy. All luminaires shall be located so that no lighting is directed towards the adjoining property or public rights-of-way. (B) Luminaires are not permitted on top of the canopy fascia. (C) The maximum light intensity under the canopy shall not exceed an average foot- candle of 12.5, when measured at finished grade. (D) No free-standing lighting shall be higher than 15 feet above finished grade. (E) The canopy fascia shall not be illuminated. (5) Outdoor Space Above Ground Floor. These requirements apply to all outdoor spaces located above ground level, including, but not limited to, roo op gardens, roo op restaurants or bars, balconies, and decks. (A) Any lighting shall be shielded from public views and any luminaires shall be fully shielded and no uplighting shall be permitted. (B) Lights shall be dimmable to control glare and placed on timers to turn off after 10:00 p.m. or as permitted pursuant to Section 18.40.250(e)(4)(D) (C) No light trespass shall be allowed more than 0.5 foot-candle as measured beyond the perimeter of the roof deck or other outdoor space above the ground floor. (6) String Lighting. (A) String lighting color temperature shall not exceed 2,700 Kelvin and no individual lamp that is part of a string lighting installation shall exceed a rating of 42 lumens. No string lighting shall be blinking, flashing, or chasing. Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 15  Packet Pg. 628 of 660  *** NOT YET APPROVED *** 7 0160151_kb2_20250319_ay (B) For commercial and mixed-use areas, string lighting shall be limited to designated outside dining or display areas or common open space (i.e. courtyard or patio). (7) Parklets. Lighting for any parklets shall comply with the lighting standards established in the Permanent Parklet Program. (g) Prohibited Lighting. The following types of lighting are prohibited except when used by emergency service personnel during an emergency: (1) Outdoor lighting that blinks, flashes, or rotates; or (2) Searchlights, aerial lasers, or spotlights. (h) Lighting for Signs. See Chapter 16.20 for lighting requirements for signs. (i) Additional Provisions and Conflict Precedence. Lighting required by the Building Code, Fire Code, or state or federal law shall additionally comply with the requirements of this section, unless these requirements necessarily conflict with the aforementioned Codes and laws. In the event of a conflict, the standards in the applicable Codes and laws shall prevail. (j) Historic Resources. The Director may grant an exception to the requirements of this Section if the applicant provides documentation demonstrating that implementation of the lighting requirements in this ordinance would impair the historical integrity and character-defining features of the building and create an adverse impact to the building’s historical, architectural, and cultural significance. (k) Public Facilities. Public Facilities, including City-owned and operated facilities, shall comply with the outdoor lighting standards of this Section to the extent feasible. The Director may grant adjustments to any applicable lighting standards for such facilities if the adjustment is necessary for the efficient operation, maintenance, or safety of the facility, or to ensure public safety and security; and is consistent with the overall intent and purpose of this Section. A written request for an adjustment, including supporting documentation, shall be submitted and shall be reviewed according to the applicable review procedures in PAMC Section 18.77 associated with the proposed development. SECTION 3. Subsection (e) of Section 18.40.230 (Rooftop Gardens) of Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (additions underlined; deletions struck-through): (e) Any lighting shall be shielded from public views and have full cutoff fixtures that cast downward-facing light, or consist of low-level string lights; no up-lighting is permitted. Lights shall be dimmable to control glare and placed on timers to turn off after 10:00 p.m. Photometric diagrams must be submitted by the applicant to ensure there are no spillover impacts into windows or openings of adjacent properties.For lighting requirements, refer to Section 18.40.250. Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 16  Packet Pg. 629 of 660  *** NOT YET APPROVED *** 8 0160151_kb2_20250319_ay SECTION 4. Subsection (g) of Section 18.10.040 (Development Standards) of Chapter 18.10 (Low Density Residential (RE, R-2 and RMD) Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (additions underlined; deletions struck-through): (g) Lighting in R-2 District In the R-2 district, recreational and security lighting shall be permitted only so long as the lighting is shielded so that the direct light does not extend beyond the property where it is located. Free- standing recreational and security lighting installed on or later than March 11, 1991, shall be restricted to twelve feet (12') in height. For lighting requirements, refer to Section 18.40.250. SECTION 5. Subsection (k) of Section 18.12.040 (Site Development Standards) of Chapter 18.12 (R-1 Single-Family Residential District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (additions underlined; deletions struck-through): (k) Lighting Recreational and security lighting shall be permitted only so long as the lighting is shielded so that the direct light does not extend beyond the property where it is located. Free-standing recreational and security lighting installed on or later than March 11, 1991 shall be restricted to twelve feet (12') in height. Direct light from outdoor fixtures shall only fall on the walls, eaves, and yard areas of the site on which it is located. Outdoor fixtures shall have lens covers or reflectors that direct the light away from the neighboring properties. For lighting requirements, refer to Section 18.40.250. SECTION 6. Subsection (n) of Section 18.28.270 (Additional OS District Regulations) of Chapter 18.28 (Special Purpose Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (additions underlined; deletions struck-through): (n) Light and Glare Exterior lighting should be low-intensity and shielded from view so it is not directly visible from off-site. The light emitted from skylights shall be minimal during the night hours. Utilizing treatments such as translucent glass, shading systems, and interior light placement can reduce the night glare. Skylights shall not use white glass. For lighting requirements, refer to Section 18.40.250. SECTION 7. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 8. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 17  Packet Pg. 630 of 660  *** NOT YET APPROVED *** 9 0160151_kb2_20250319_ay Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment and Section 15308, as an action by a regulatory agency to protect the environment. SECTION 9. This ordinance shall be effective on the thirty-first day following its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: ____________________________                     ____________________________ City Clerk                                                             Mayor APPROVED AS TO FORM:                                    APPROVED: ____________________________                     ____________________________ Assistant City Attorney                                    City Manager                                                                             ____________________________                                                                    Director of Planning & Development Services Item 18 Attachment A - Draft Ordinance Updating Lighting Standards (PAMC Section 18.40.250)        Item 18: Staff Report Pg. 18  Packet Pg. 631 of 660  Attachment C: Model Ordinance from DarkSky International: https://darksky.org/app/uploads/bsk-pdf- manager/16_MLO_FINAL_JUNE2011.PDF Model Ordinance from Santa Clara Valley Audubon Society and Sierra Club Loma Prieta Chapter (in the following pages) Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 19  Packet Pg. 632 of 660  Model Lighting Ordinance (Created by the Santa Clara Valley Audubon Society and Sierra Club Loma Prieta Chapter) Definitions Notwithstanding the definitions in Chapter xxxx of this Code, for purposes of this chapter only, the following words and phrases are defined as follows: “Correlated Color Temperature” or Color Temperature is a specification of the color appearance of the light emitted by a light source, measured in Kelvin (K). Warmer color temperatures are a lower number, and cooler color temperatures are a higher number. “Curfew” means the time of day when lighting restrictions, Citywide or based on zoning district, are in effect. “Directional lighting” means methods of directing light downward, rather than upward or outward, with the intention of directing light where it is needed. “Fully shielded” means a light fixture constructed and installed in such a manner that all light emitted, either directly from the lamp or a diffusing element, or indirectly by reflection or refraction from any part of the fixture, is projected below the horizontal plane (from the bottom of the lamp). “Glare” means light entering the eye directly from a light fixture or indirectly from reflective surfaces that causes visual discomfort or reduced visibility to a reasonable person. “Lamp” means, in generic terms, a source of optical radiation (i.e., “light”), often called a “bulb” or “tube.” Examples include incandescent, fluorescent, high-intensity discharge (HID) lamps, and low-pressure sodium (LPS) lamps, as well as light-emitting diode (LED) modules and arrays. “Light pollution” means the material adverse effect of artificial light, including, but not limited to, glare, light trespass, sky glow, energy waste, compromised safety and security, and impacts on the nocturnal environment, including light sources that are left on when they no longer serve a useful function. “Light trespass” light that falls beyond the boundary of the property on which it is installed. “Lumen” means the common unit of measure used to quantify the amount of visible light produced by a lamp or emitted from a light fixture (as distinct from “Watt,” a measure of power consumption). “Luminaires” means outdoor light fixtures as defined in this Section. Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 20  Packet Pg. 633 of 660  “Outdoor light fixtures” means outdoor illuminating devices, lamps and similar devices, including solar powered lights, and all parts used to distribute the light and/or protect the lamp, permanently installed or portable; synonymous with “luminaires.” “Outdoor recreational facility” means outdoor athletic and sports areas, such as ball fields, courts, swimming pools, skate parks and similar, but does not mean or include trails or playgrounds “Seasonal lighting” means lighting installed and operated in connection with holidays or traditions; “Security lighting” means lighting intended to detect intrusions or other criminal activity occurring on a property or site. “Skyglow” means the brightening of the nighttime sky that results from scattering and reflection of artificial light by air molecules, moisture, and dust particles in the atmosphere, caused by light directed or reflected upwards or sideways and reduces one’s ability to view the night sky. “String lights” means light sources connected by free-strung wires or inside of tubing resulting in several or many points of light 1. Purpose 1. The purpose of this Chapter is to regulate design, placement, color temperature, and light intensity of lighting elements in all zoning districts to reduce light pollution; to protect the dark sky, the natural environment, and public health; and to promote lighting systems and practices that conserve energy and prevent overlighting. As described in the International Dark Sky Association’s 5 Principles for Outdoor Lighting, light should be 1) useful, 2) targeted, 3) low level, 4) controlled, and 5) warm-colored. 2. Applicability 1. General Applicability 1. Requirements (Section 3) apply to all new and/or replacement outdoor lighting fixtures installed in residential or nonresidential properties from the effective date of the ordinance, whether attached to structures, poles, the earth, or any other location, unless exempted in Section 2.3 or in Section 3. 2. Nonresidential properties are encouraged to minimize outdoor light pollution from their interior lights. If interior light is visible beyond the boundaries of the lot or parcel, nonresidential properties shall comply with Section 3.6.1. 3. The following types of lighting are not allowed except in emergencies by police, fire, or medical personnel or at their direction: floodlights; outdoor lighting that blinks, flashes, or rotates; search lights; spotlights; high- intensity discharge lighting for recreation courts on private property; aerial lasers. Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 21  Packet Pg. 634 of 660  4. Lighting within the public right-of-way for the principal purpose of illuminating public streets or traffic control are not regulated by this ordinance. 2. Existing Lighting 1. Existing lighting must comply with the new lighting standards 5 years after the effective date of the ordinance. Any non-compliant lighting still in place after the compliance deadline shall remain extinguished at all times. 2. The following requirements shall be complied with within 30 days of the effective date of the ordinance: 1. Outdoor light fixtures that have the ability to be redirected, shall be directed downward so as to minimize sky glow, glare, and eliminate light trespass onto adjacent properties. 2. Outdoor light fixtures that have adjustable dimmers with color temperature that exceeds twenty-seven hundred (2,700) Kelvin shall be dimmed to comply with Section 3 to minimize glare and light trespass onto adjacent properties. 3. Light fixtures that are replaced within the first 5 years of the effective date of the ordinance shall meet the standards (i.e., color temperature and illumination limit) in Section 3. 4. Extensions: A property owner may apply for a 6-month extension of this deadline by submitting a request to the Planning Director or equivalent thirty (30) days before the compliance deadline detailing why an extension is needed. Any noncompliant lighting shall remain extinguished while the request is pending. Upon demonstration of good cause for providing a property owner additional time to comply with the requirements of this section, the Planning Director or equivalent may extend the property owner’s time to comply and/or may require a plan for compliance that requires partial compliance in advance of full compliance. For purposes of this section, the term “good cause” shall mean a significant financial or other hardship which warrants an extension or conditional extension of the time limit for compliance established herein. In no instance shall the Planning Director issue an extension of the compliance period in excess of one year’s time. 3. California Building Code 1. All lighting must comply with the requirements of the California Building Code including Title 24 of the Building Code. 2. All outdoor lighting shall comply with California Building Code Title 24 Lighting Zone One (LZ1). 3. Should a conflict exist with the provisions of this ordinance, the standards in the California Building Code shall prevail. 3. Outdoor Lighting Standards 1. Exemptions 1. Seasonal lighting 1. Temporary Seasonal lighting is allowed from October 15 to January 15 only. 2. Such lighting is exempt from Section 3.3-3.6 and must be extinguished by 11pm. Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 22  Packet Pg. 635 of 660  2. Aircraft navigation lights such as those attached to radio/television towers and other lighting required by the State of California or the U.S. federal government. 3. High intensity and/or special purpose lighting is governed by Section 4. 2. Correlated Color Temperature 1. The correlated color temperature of outdoor luminaires shall not exceed 2700 K. Luminaries rated at or below 2200 K are encouraged for better nighttime visibility, protection of wildlife, and reduction of glare and light pollution. 3. Shielding 1. All outdoor light fixtures shall be fully shielded and directed downward except as otherwise specified. 2. Exceptions 1. Low-voltage Landscape Lighting: Low-voltage landscape lighting, such as that used to illuminate fountains, shrubbery, trees, and walkways, do not have to be shielded fixtures, provided that they use no more than 150 lumens. 2. Outdoor Art: Low-voltage lighting used to illuminate outdoor art do not have to be shielded fixtures. 3. Greenhouse Lighting: At or under 200 lumens, a fixture can be unshielded as long as no light shines outside the structure or is visible from another property or the sky. 4. Lighting Control Requirements 1. All outdoor lighting shall be controlled by motion-sensors or be fully extinguished by 11:00 p.m. or when people are no longer actually present in exterior areas, whichever is earlier, except 1. Lighting of outdoor art shall be fully extinguished by 11:00 pm 2. Where required by the California Building Code or state law, any lighting at building entrances, parking areas, walkways, and driveway areas that are required to remain illuminated after 11:00 p.m. 3. Lighting of a minimal appropriate intensity, allowed in conjunction with uses that are permitted to operate past 11:00 p.m., with a conditional use permit 4. Outdoor solar-powered pathway lights without controls that are 25 lumens or less 2. All lighting activated by motion-sensors shall extinguish no more than 5 minutes after activation. Owners of such equipment shall (1) maintain it in good working order; and (2) adjust the trigger threshold appropriately such that it only triggers on large objects like people. 3. Controls shall be provided that automatically extinguish all outdoor lighting when sufficient daylight is available using a control device or system such as a photoelectric switch, astronomic time switch, or equivalent functions from a programmable lighting controller, building automation system, or lighting energy management system, all with battery or similar backup power or device, except 1. Lighting under canopies or lighting for tunnels, parking garages, garage entrances. Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 23  Packet Pg. 636 of 660  5. Illumination Levels 1. Lighting in which any single luminaire exceeds 20,000 lumens or the total lighting load exceeds 160,000 lumens shall not be installed or used without a conditional use permit. 6. Limits to Offsite Impacts 1. No exterior light or combination shall cast light exceeding zero point one (0.1) foot-candle onto an adjacent or nearby property, with the illumination level measured at the property line between the lot on which the light is located and the adjacent lot, at the point nearest to the light source, except if two adjacent properties are non-residential, or function as a shopping center, and agree to coordinate lighting. 2. No direct off-site glare from a light source shall be visible above three feet at a public right-of-way. 3. Indoor Lighting of Nonresidential Properties 1. Businesses that involve the direct retailing of goods to the general public may have downward directed, low voltage, and fully shielded lighting for window displays. 2. Any lighting device located on the inside of a window which is visible beyond the boundaries of the lot or parcel with intermittent fading, flashing, blinking, rotating, or strobe light illumination is prohibited. 3. Properties are encouraged to draw blinds and/or turn off non- essential indoor lighting at night. 4. Interior lights shall be extinguished or motion-sensor operated by 11:00 p.m. or within two hours after the business is closed, whichever is earlier. 7. Outdoor Security Lighting 1. Security lighting may be provided when necessary to protect persons and property. When security lighting is utilized, the following standards shall apply: 2. Security lighting shall be controlled by a programmable motion-sensor device, except where continuous lighting is required by the California Building Code. All lighting activated by motion sensors shall extinguish no more than 5 minutes after activation. Automated controls shall be fully programmable and supported by battery or similar backup. 3. Security lighting shall be downward directed, fully shielded, and not be mounted at a height that exceeds 12 feet, measured from the adjacent grade to the bottom of the fixture. 4. Floodlights shall not be permitted. 5. Security lights intended to illuminate a perimeter, such as a fence line, are permitted only if such lights do not result in light trespass. 6. Motion-activated security lights shall not use luminaires that exceed a maximum of 1,600 lumens. 8. Service Station Canopies 1. The following standards shall apply to service station canopy lighting, in addition to all other applicable standards. 2. Service station canopies shall not be transparent or translucent. Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 24  Packet Pg. 637 of 660  3. Lighting fixtures in the ceiling of canopies shall be fully recessed into the underside of the canopy. All lighting fixtures shall be located so as to shield direct rays from adjoining properties or public rights-of-way. 4. Light fixtures shall not be mounted on top of the fascia of such canopies. 5. The maximum light intensity under the canopy shall not exceed an average maintained foot-candle (horizontal) of 12.5, when measured at finished grade. Luminaires shall be of a low level, indirect diffused type. 6. No luminaire shall be higher than 15 feet above the finished grade. 7. The fascia of such canopies shall not be illuminated, except for approved signage in compliance with Section 5. 4. High Intensity and/or Special Purpose Lighting 1. Conditional use permits 1. Lighting installations that do not comply with lighting standards may be allowed if a conditional use permit is obtained. 2. To obtain a conditional use permit, applicants shall demonstrate that the proposed lighting installation meets the following requirements: 1. Demonstrates through third-party review that the intended function cannot be achieved through the requirements of this ordinance. 2. Is at the lowest illumination levels that meet the requirement of the task. 3. Has sustained every reasonable effort to mitigate the effects of light on the environment and surrounding properties, supported by a signed statement describing the mitigation measures. 4. Employs lighting controls to reduce lighting at a project-specific curfew time to be established in the Permit. 5. Complies with the lighting standards in the ordinance after the project-specific curfew. 6. The permit must demonstrate that the applicant is making every reasonable effort to adhere to the code requirements. 2. String Lighting 1. String lighting shall not be 1. Blinking and/or chasing lights. 2. Secured with materials or in a manner that will puncture the skin or restrict the growth of any living landscape feature. 3. Attached to a fence in a manner that permits light trespass to adjacent property. 4. Allowed to emit no more than 42 lumens. 5. A correlated color temperature of more than 2,700 K 2. Residential Areas: In addition to Section 4.2.1, string lighting is permitted subject to the following requirements: 1. It shall not illuminate more than fifty (50) percent of the rear yard or 500 sq. ft., whichever is more restrictive. 2. It shall not be visible from a public right-of-way. 3. It shall be used primarily to illuminate patio areas. 4. It shall be extinguished by 11:00 p.m. Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 25  Packet Pg. 638 of 660  3. Nonresidential and Mixed-Use Areas: String lighting may be permitted subject to the following requirements, with approval of the Planning Director or equivalent: 1. Any development or property is permitted to submit one application for string lighting, which shall include all uses of string lighting on the development or property. 2. It shall not illuminate an area greater than five (5) percent of the building(s) footprint of a shopping center and fifteen (15) percent for a freestanding commercial building not part of a shopping center. 3. It is limited to designated outside dining or display areas. 4. It is extinguished two (2) hours after the close of business. 3. Outdoor Recreational Facilities 1. Lighting at public and private outdoor recreational facilities, including but not limited to playing fields, arenas, tracks, and swimming pools, will be fully shielded to the greatest practical extent to reduce glare, safety hazards, light trespass, and light pollution. 2. Such lighting shall meet all of the following requirements. 1. Provide levels of illuminance that are adjustable according to task, allowing for illuminating levels not to exceed nationally recognized Illuminating Engineering Society (IES). standards according to the appropriate class of play, as well as for lower output during other times, such as when field maintenance is being actively performed 2. Be provided exclusively for illumination of the surface of play and adjacent viewing stands, and not for any other application, such as lighting a parking lot. 3. Must be extinguished by 11:00 pm or within one (1) hour of the end of the active play, whichever is earlier. 4. Shall be fitted with motion sensors and/or mechanical or electronic timers to prevent lights from being left on accidentally overnight. 3. Illumination levels shall be designed to be no higher than recommended for Class IV play, as defined by the Illuminating Engineering Society publication ANSI/IES RP-6-20, as amended. 1. design and installation adheres to the IDSA’s Criteria for Community Friendly Outdoor Sports Lighting 2. Height? 5. Sign Lighting 1. All externally or internally illuminated signs, advertising displays, and building identification shall be extinguished at 11:00 p.m. or within one (1) hour of the end of normal business hours, whichever occurs first. 2. Externally Illuminated Signs 1. Externally illuminated signs shall be lit only from the top of the sign, with fully shielded luminaires designed and installed to prevent light from spilling beyond the physical edges of the sign. 2. All external sign illumination must comply with the Correlated Color Temperature (CCT) requirements of this ordinance. 3. Internally Illuminated Signs: 1. Outdoor internally illuminated signs (whether free standing or building mounted) shall be subject to all the following requirements: Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 26  Packet Pg. 639 of 660  1. The internally illuminated portion of the sign cannot be white, cream, off-white, light tan, yellow or any light color unless it is part of a registered logo that does not have an alternate version with dark tones. Light tone colors such as white, cream, off-white, light tan, yellow or any light color are permitted in the logo only, provided that such colors in the logo shall represent not more than 33% of the total sign area permitted. 2. The internal illumination, between sunset and sunrise, is to be the lowest intensity needed to allow the sign to be visible and shall not exceed 50 nits (=170 lumens). 3. Size limit: The luminous surface area of an individual sign shall not exceed 50 square feet. 4. Electronic message displays are discouraged and shall comply with outdoor lighting curfews stipulated in this ordinance. 5. Moving and/or flashing text or images are prohibited.ApplicabilityNew [3] and existing [4] streetlights 6. Streetlight RequirementsStreet lighting must consist of fully shielded fixtures, directed downward to meet particular need and away from adjacent properties and rights-of-ways to avoid light trespass. [1] 7. Street lighting shall have a correlated color temperature of 2,700 Kelvin or less (Cupertino and Los Gatos). [1] 8. The lumen output of each streetlight shall be the lowest reasonable lumen output to meet safety standards but in no case greater than 10,000 lumens. [4] References [1] Communication with Public Works Directors in Cupertino, Los Gatos [2] Flagstaff Ordinance: https://www.codepublishing.com/AZ/Flagstaff/html/Flagstaff13/Flagstaff1312003.html#13.12.003 https://flagstaffdarkskies.org/dark-sky-solutions/dark-sky-solutions-2/outdoor-lighting-codes/ [3] County of LA Rural ordinance https://library.municode.com/ca/los_angeles_county/codes/code_of_ordinances?nodeId=TIT22 PLZO_DIV4COZOSUDI_CH22.80RUOULIDI#:~:text=The%20Rural%20Outdoor%20Lighting%2 0District,and%20preserving%20the%20nighttime%20environment Malibu’s Dark Sky Ordinance: https://www.malibucity.org/DocumentCenter/View/29389/Attachment-2_Malibu-Municipal-Code- Ch-1741?bidId= Brisbane’s Staff Report + Dark Sky Ordinance: https://mccmeetingspublic.blob.core.usgovcloudapi.net/brisbaneca-meet- af1c62b805bd463ea43072d7018a7c98/ITEM-Attachment-001- 5913cc8fb5de4f06a173268ed08d5a49.pdf Cupertino’s Dark Sky and Bird Safe Design Ordinance: https://codelibrary.amlegal.com/codes/cupertino/latest/cupertino_ca/0-0-0-96605 Item 18 Attachment B - Model Dark Sky Ordinances        Item 18: Staff Report Pg. 27  Packet Pg. 640 of 660  Other Jurisdictions on Outdoor Lighting/Dark Sky Standards: • City of Cupertino (Chapter 19.102: Glass and Lighting Standards): https://codehub.gridics.com/us/ca/cupertino#/d3ef8742-594e-4e92-bb0d- 0fbb09d855bd/68dadeb1-0691-4c82-a9e1-11e6e40f268f • Portola Valley (Lighting Ordinance): https://www.portolavalley.net/home/showpublisheddocument/11163/636699440999530000 • Woodside (Section 153.213 Outdoor Lighting): https://library.municode.com/ca/woodside/codes/municipal_code?nodeId=CD_ORD_TITXVLAUS _CH153ZO_153.213OULI • Sunnyvale (Moffett Park Specific Plan – Section 6.6.9 Exterior Lighting, Document Pages 179- 180): https://www.dropbox.com/scl/fi/gz3cr91d1xyd073x6ligg/SMPSP_FinalPlan_MidRes.pdf?rlkey=5 vg3c42cc0o6935btgxzwatgp&e=1&dl=0 • Brisbane (Dark Sky Ordinance): https://www.brisbaneca.org/cd/page/dark-sky- ordinance#:~:text=On%20January%2018%2C%202024%2C%20the,reasonable%20restrictions%2 0on%20outdoor%20lighting. Item 18 Attachment C - Other Jurisdictions on Outdoor Lighting and Dark Sky Regulations        Item 18: Staff Report Pg. 28  Packet Pg. 641 of 660  Comments on ARB version of Proposed Ordinance Review Shani Kleinhaus <shani@scvas.org> Sun 7/28/2024 1:49 PM To: Cha, Kelly <Kelly.Cha@CityofPaloAlto.org> Cc: French, Amy <Amy.French@CityofPaloAlto.org>; Dash Leeds <dashiell.leeds@sierraclub.org>; Julianne Wang <julianne.junyanw@gmail.com> CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. July 28, 2024 Dear Kelly, We have reviewed the proposed lighng ordinance (the version that was available to the ARB) and our comments are Available Here: https://docs.google.com/document/d/1qx7FHXwGwm46ms-PuX1Ap4RBAFRqouByALIV91EfJvw/edit? usp=sharing Please note that we are sll looking at this, and comparing with our Model Lighng Ordinance Ordinance, Available Here: hps://docs.google.com/document/d/1Nqe19ColokeJGwsWsXCwZz9- Mx2mrTaJQwYLzmeepfg/edit#heading=h.406ajo23pzbb) Thank you so much, shani Shani Kleinhaus, Ph.D. Environmental Advocate Santa Clara Valley Audubon Society 22221 McClellan Rd.  Cupertino, CA 95014 650-868-2114 advocate@scvas.org Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 29  Packet Pg. 642 of 660  July 28, 2024 Dear Kelly, We have reviewed the proposed ordinance (the version that was available to the ARB) and our comments are attached, Please note that we are still looking at this, and comparing with our Model Lighting Ordinance Ordinance (Available Here: https://docs.google.com/document/d/1Nqe19ColokeJGwsWsXCwZz9- Mx2mrTaJQwYLzmeepfg/edit#heading=h.406ajo23pzbb) Thank you so much, shani Lighting (Repeal PAMC Section 18.40.250) Consider adding: ● Please include Lumens caps (e.g., allowed amount of lumens per improved acre) to limit over-lighting. Malibu’s ordinance has Lumen caps, often 850 lumens. Brisbane has a maximum lumen/square foot. Our Model Lighting ordinance suggests: ○ Illumination Levels: Lighting in which any single luminaire exceeds 20,000 lumens or the total lighting load exceeds 160,000 lumens shall not be installed or used without a conditional use permit. ● Please add regulations for parking garages? Our Model Ordinance requires Lighting Controls for Lighting under canopies or lighting for tunnels, parking garages, and garage entrances. ● The ordinance should include a restriction on the total amount of unshielded lighting allowed on a property. This would capture string lighting, for example. Comments on the proposed ordinance (ARB version): (a) Purpose. “The intent of this section is to establish exterior lighting standards to reduce light pollution. Exterior lighting of parking areas, pathways, and common open spaces, including fixtures on building facades and free-standing lighting should aim to:” ● Comment: It's unclear why the preamble specifically calls out "exterior lighting of parking areas, pathways, and common open spaces, including fixtures on building facades and free-standing lighting". The statement in section (c) says that the ordinance applies to "require separate planning approval". It's just odd that the phrasing in (a) is so specific, and omits many other potential exterior lighting areas. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 30  Packet Pg. 643 of 660  ● Suggestion: Consider replacing “Exterior lighting of parking areas, pathways, and common open spaces, including fixtures on building facades and free-standing lighting should aim to:” with “Exterior lighting should aim to accomplish the 5 Principles for Outdoor Lighting, directing light light to be 1) useful, 2) targeted, 3) low level, 4) controlled, and 5) warm-colored and” (1) Reduce light pollution and its adverse effects on environment, wildlife habitat, and human health. ● Comment: The Night Sky, visibility of stars, is important. ● Suggestion: Add “the night sky” or replace “environment” with “the night sky” (4) Achieve maximum energy efficiency. ● Comment: The important thing is to reduce overlighting in time and space that wastes energy. We are concerned with specifying “Maximum efficiency” as it may lead to installation of very fixtures of high Correlated Color Temperature, which conflicts with the intent of this section. ● Suggestion: Replace “Achieve maximum energy efficiency” with: “promote lighting systems and practices that conserve energy and prevent overlighting” (b) Definitions. Notwithstanding the definitions in Chapter 18.04 of the Municipal Code, for purposes of this chapter only, the following words and phrases are defined as follows: (b) (1) “Correlated Color Temperature” or “Color Temperature” means a specification of the color appearance of the light emitted by a light source, measured in Kelvin (K). Warmer color temperatures are a lower number, and cooler color temperatures are a higher number. ● Comment: This wording confuses color temperature with the hue of light. ● Suggestion: Replace: "Warmer color temperatures are a lower number, and cooler color temperatures are a higher number." with the more accurate "Sources that appear warm or yellowish have lower CCT values, and sources that appear cool or blue have higher values". (2) “Dark Sky Compliant or Equivalent” means a light fixture from which all light emitted, directly or indirectly, is projected below a horizontal plane. ● Comment: this could confuse property owners. No one owns the term "dark sky compliant", so words like that appear in sales literature and on product packaging for lighting that doesn't meet the stated definition here. Someone could make an honest effort to comply and still fail because "dark sky compliant" is essentially a meaningless term. ● Suggestion: Remove this definition, replace with specific requirements. (5) “High Intensity Lighting” ● Comment: This term is ambiguous in that it implies a number or other metric that explains why the "intensity" is "high". A veteran lighting consultant we talked to stated that he has never before seen an instance where this term was intended to refer specifically to outdoor sports lighting. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 31  Packet Pg. 644 of 660  (9) “Luminaires” ● Suggestion: Please make clear that this term does not include poles or mounting surfaces. (11) “Security lighting” ● Comment: There's no consistent evidence that lighting can "detect intrusions or other criminal activity occurring on a property or site". It may help people feel secure, and perhaps the intent is to deter rather than detect criminal activity. There is no evidence to suggest that works, either. (c) Applicability For the purposes of this Section, all new structures and exterior modifications that require separate planning approval shall comply with the lighting standards and guidelines set forth in this section ● Comments/Suggestions: Expand Applicability to Existing Fixtures ○ A recent feature of several adopted Dark Sky Ordinances is the application of Dark Sky standards to existing lighting fixtures, as seen in Malibu and Brisbane. Existing, non- compliant lighting that can be adjusted without replacing the fixture should be brought into compliance within a short grace period of time. Lighting that requires new fixtures or installations should be allowed a grace period of up to 5 years. Addressing existing lighting will empower neighbors affected by light pollution to seek resolution through code enforcement if needed. ○ The proposed ordinance suggests a 10 PM curfew for new permitted buildings, but does not apply to existing structures. We ask for a curfew on outdoor lighting to apply to existing buildings. If only new buildings are subject to curfew, the result will be a patchwork of compliance that undermines the ordinance's goals. It's also unfair for new structures to comply while existing structures do not. (d) Lighting Guidelines (1) Lighting of the building exterior, parking areas and pedestrian ways should be of the lowest intensity and energy use adequate for its purpose, and be designed to focus illumination downward to avoid excessive illumination above the light fixture. ● Comment: Here, too, we are not sure why the bullet calls out "lighting of the building exterior, parking areas and pedestrian ways". Rather, all exterior lighting should follow the guidelines. (2) Unnecessary continued illumination, such as illuminated signs or back-lit awnings, should be avoided. Internal illumination of signs, where allowed, should be limited to letters and graphic elements, with the surrounding background opaque. Illumination should be by low intensity lamps. ● Comment: we recommend against using language in ordinances like "should be avoided". Either something complies with the law or it doesn't. Language that is only advisory and not binding Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 32  Packet Pg. 645 of 660  shouldn't appear in statutory law. Also, the use of "low intensity" here is like the objection above to "high intensity lighting" -- there is no metric that establishes what either "high" or "low" is. Please be specific! (e) Lighting Standards (1) Shielding ● Suggestion: lead with a statement like "Unless specifically exempted by subsection (E) of this section". (1)(D) No direct off-site glare from a light source shall be visible above three feet at a public right-of-way ● Comment: This is a good standard. We wonder how this may be enforced. Is a citizen complaint , if someone complains. Is the attestation of code compliance staff that they observe glare sufficient to establish a violation? (they usually do n (1)(E)(ii): Low voltage lighting used to illuminate outdoor art or public monuments that do not have to be shielded fixtures. ● Question: Does lightning of art have to comply with curfew directions? ● Comment/Suggestion: "Low voltage lighting" needs a number, like the 150-lumen limit in item (E)(i). (1)(E)(iii): Lighting located on property lines (including zero lot line developments), provided it is controlled by a motion sensor that automatically extinguishes the lights within 10 minutes of activation. ● Comment/Suggestion: 10 minutes is a long time for a light to be on when controlled by a motion sensor. We recommend no more than 5 minutes. Also, the onus should be on the owner of the equipment to ensure that the trigger threshold is set such that it does not trigger inappropriately (due to, e.g., small animals) (2) Lighting Height: (2)(A) Exterior lighting fixtures shall be mounted less than or equal to 15 feet from grade to top of fixture in parking lots in residential development and 20 feet in parking lots with commercial and mixed- use development. ● Comment: Seems redundant with subsection (e)(1)(b). Is there any substantial difference? (3) Illumination Level (3)(A) All light sources shall be Dark Sky Compliant or Equivalent and have a maintained correlated color temperature of 3,000 Kelvin or less. ● Comment: confusing in that this standard is about color temperature, not illumination level. It should be in its own subsection. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 33  Packet Pg. 646 of 660  ● Comment: There is no sound reason to ask for 3000K for outdoor lighting. Lighting should not exceed 2700K. PA should not use an industrial indoor safety for outdoor lighting. To our human eyes, there is no difference between these two color temperatures in terms of discerning the environment. But many genera of wildlife, however, are far more sensitive to bluer color temperatures than we are, including birds, fish, insects, and sea turtles. For example, migratory birds use blue-green spectrum light for navigation. High kelvin lights in the city can disorient them, especially in an important stopover like San Francisco Bay. It seems that inertia from times that 2700K were hard to procure has a daunting effect here - LED technology has improved and we should not stick to old harmful technology when alternatives are available. If Los Altos and San Jose can require 2700K for outdoor lighting, so can Palo Alto. (3)(B) Where the light source is visible from outside the property boundaries on an abutting residential use, such lighting shall not exceed 0.5 foot-candle as measured at the abutting property line. ● Comment: This standard only envisions that light trespass can occur "on an abutting residential use". This should change in two respects. First, the nature of the use shouldn't matter (residential or any other use). And second, it shouldn't be limited only to "abutting" properties. The light trespass threshold should not be exceeded on ANY other property line, whether abutting or not. ● Comment/Suggestion: Why not prohibit light sources from being visible from a) above and b) beyond the property line? That would reduce glare and light trespass, and allow public/neighbors to address one of the most common complaints. It will also ensure that shielding is effective. ● Suggestion: Replace with Brisbane’s ordinance for this standard: ”Unless exempt from the ordinance or from the shielding requirements in the ordinance, no light source (e.g., light bulb) may be directly visible from off-site.” (3)(C) The maximum light intensity on a site shall not exceed a maintained value of 5 foot-candles. Areas of higher or lower levels of illumination should be indicated on project plans. ● Comment: This statement is ambiguous: "Areas of higher or lower levels of illumination should be indicated on project plans." Does this mean it's possible for the allowed illuminance to exceed 5 foot-candles? If so, perhaps don't state 5 fc as a "shall not exceed" in the first place? ● Comment: Brisbane has a maximum 1.75 Lumens per sq. ft. of Developed area. Is this a better measure? ● Comment: May need to exempt sport fields, where the IES recommended practice potentially prescribes more than this (4)(A) All outdoor lighting shall be fully extinguished or be motion sensor operated by 10:00 p.m. or when people are no longer present in exterior areas, whichever is later. ● Comment: We are very supportive of this standard, but it is not clear how the presence of people is determined… Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 34  Packet Pg. 647 of 660  ● Comment: Are there any exceptions that the City can envision? We hope there are none. (4)(B) All lighting activated by motion sensor shall be set up to extinguish no more than 10 minutes after activation. ● Comment: Same as above, the 10-minute allowance here should be no more than 5. (4)(E) Exceptions. (E)(ii) Lighting of an appropriate intensity, allowed in conjunction with uses that are permitted to operate past 10:00 p.m., with a conditional use permit; and ● Comment: What is "an appropriate intensity"? Who decides that? (f) Special Purpose Lighting (f)(1) Outdoor Security Lighting. Security lighting may be provided when necessary to protect persons and property. When security lighting is utilized only the following standards shall apply: ● Comment: who decides when lighting is "necessary to protect persons and property"? The property owner? (f)(1)(i) Security lighting shall be controlled by a programmable motion-sensor device, except where continuous lighting is required by the California Building Code. All lighting activated by motion sensors shall extinguish no more than 10 minutes after activation. Automated controls shall be fully programmable and supported by battery or similar backup. ● Comment: Again, 5 minutes should suffice. (f)(1)(iii) Security lights intended to illuminate a perimeter, such as a fence line, are permitted only if such lights do not result in light trespass above 0.5 foot-candle onto an adjacent or nearby property, with the illumination level measured at the property line between the lot on which the light is located and the adjacent lot, at the point nearest to the light source. ● Comment: Same concerns as before about how the light trespass threshold and measurement point is defined. Security lighting should not cause trespass on any other property, whether "adjacent or nearby" or not. (f)(1)(iv) Motion-activated security lights shall not use luminaires that exceed 100-watt incandescent bulb or LED equivalent, or a maximum of 1,600 lumens. ● Comment: Since there is no cap on installed lumens on any property, setting a threshold like this isn't very meaningful. Under this provision, a property owner could install as many security lights as they like as long as no individual source exceeded 1600 lumens. ● Suggestion: Provide a cap on lumen (see above) (f)(3) Gasoline Service Station Lighting Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 35  Packet Pg. 648 of 660  (f)(3)(i) Lighting fixtures in the ceiling of canopies shall be fully recessed or mounted directly to the underside of the canopy. All lighting fixtures shall be located so as to shield direct rays from adjoining properties or public rights-of-way. ● Comment: Instead of limiting trespass to "adjoining properties", it should be limited to "any property". (f)(3)(iii) The maximum light intensity under the canopy shall not exceed an average maintained foot- candle (horizontal) of 12.5, when measured at finished grade. ● Comment: It's unclear where the 12.5 foot-candle figure comes from, but seems ok. Is this what local gas stations in Palo Alto currently use? (f)(4) String Lighting (f)(4)(i) String lighting is not considered holiday or seasonal lighting. ● Comment: Thank you for this clarification. (f)(4)(ii) String lighting must not exceed 3,000 Kelvin or 42 lumens and shall not be blinking or chasing. ● Comment: This is so confusing… why 3000K and not 2700? What Is the "42 lumens" limit here per lamp? Per unit length of string? Total emission of all lamps on the string? Brisbane has “String lights (max. 300 lumens per string) when used in occupied decks or patios.”. ● Why is string lighting in residential areas not required to turn the lights off at 10PM? people use string lighting as ornaments on fences, trees etc. A curfew is very much needed. (f)(4)(iii) For nonresidential areas, string lighting shall be extinguished at 10:00 pm or 2 hours after close of business, whichever is later. ● Comment: The reason for allowing string lighting to remain on up to "2 hours after close of business" is unclear. If, as in item (iv), its use is limited to "outside dining or display areas or common open space (i.e. courtyard or patio)", why should it be allowed to remain on after the business closes to the public? (f)(5) Lighting near Streams. In addition to lighting standards established in Section 18.40.250(e), lighting near streams shall conform to the following requirements: (f)(5)(i) Nighttime lighting shall be directed away from the riparian corridor of a stream. ● Comment: We need to see how this is addressed in the Creek protection ordinance update. At a minimum, we should require absolutely no light trespass into a stream and its associated riparian corridor. This means within the banks plus any riparian vegetation as defined by the dripline of riparian trees. (f)(5)(ii) The distance between nighttime lighting and the riparian corridor of a stream should be maximized. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 36  Packet Pg. 649 of 660  ● Comment: "should be maximized" isn't really meaningful unless something like a minimum allowable distance is stated. Otherwise this is sufficiently subjective as to be meaningless. At a minimum, this should entail the creek within its banks plus any riparian vegetation as defined by the dripline of riparian trees, and setback requirements that are likely to be specified in the upcoming Creek protection ordinance, whichever is widest! (g) Prohibited Lighting. The following types of lighting are prohibited except emergencies by police, fire, or medical personnel or at their direction: ● Comment: how are "emergencies" defined? Declared emergencies by local civil authorities? Or some other mechanism? (g)(2) Lighting that unnecessarily illuminates any other lot or substantially interferes with use or enjoyment of that lot. ● Comment: The meaning of the word "unnecessarily" is unclear. Who decides what is necessary? (h) Exemptions. The following types of lighting are exempt from the lighting requirements of the section: (h)(2) Temporary construction or emergency lighting ● Comment: We have seen very bright, unshielded construction and security lights on construction sites with offensive glare on large construction projects that lasted several years. ● Suggestion: The term "temporary" should be defined here. ● Suggestion: The term “construction lighting” should be defined. The ordinance should clarify the Construction lighting should only be allowed at the hours construction actually occurs. The definition should exclude security lighting at a construction site from the definition of construction lighting. Security lighting at a construction site should abide by the ordinance. ● (h)(3) Short-term lighting authorized by a special events or special use permits ● Comment: This seems like it needs more detail or a more thorough description of the procedure in terms of how permits will be evaluated in order to ensure that "temporary" lighting doesn't become effectively "permanent". Season and location are important: a laser show in the baylands during spring or fall bird migration seasons, for example, could be disastrous. (h)(4) Seasonal lighting during the period of October 15 through January 15 of each year ● Question: Is seasonal lighting subject to curfew? Why not set a curfew? Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 37  Packet Pg. 650 of 660  ● Comment: An October 15 start to the "seasonal lighting" season seems very early and is well within the fall bird migration in Palo Alto. ● Comment: We have heard that setting a fixed range of calendar dates for this type of lighting that correspond to certain religious holidays might run afoul of the First Amendment's Establishment Clause. ● Suggestion: Disallow seasonal lighting during migration and nesting seasons. This provides a biological, rather than cultural basis: ○ Nesting season: Feb. 1 - August 31. ○ Spring Migration: March - mid June ○ Fall Migration: August - mid November. ○ Remaining period when seasonal lighting is ok: Mid November - February 1st. (h)(6) Lighting for Airport Operations. Nothing in this section shall be interpreted to restrict, limit, or otherwise regulate lighting that, in the reasonable judgment of the Airport Manager, is prudent or necessary for airport operations, airport safety, or air navigation in connection with operations at the Palo Alto Municipal Airport. ● Comment: This section should just refer to lighting required by the FAA and not leave the decision up to "the reasonable judgment of the Airport Manager". The FAA rules are very prescriptive and ensure safe operations of airports. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 38  Packet Pg. 651 of 660               !"#$% &%%'" ('!"#$%)%%'"*"$%++!,-)+./ 1234534246 1725 89;$;. <==$""$; (8!;;$;.)<==$""$;*,$>?@!!)+./A B+=%+C D%;;$?%+;$?%+)B+=%+*<$>?8!B)+./C <$> (,$>),%+*,$>?@!!)+./A <#!C E%> (E%>)<#!*<$>?8!B)+./A D!=%" F..%+"%")%..%+"*"$%++!,-)+./A 9$% H%++%$+! (=$,#!%G?%++%$+!*.=!$),=/A I$! %J*'%J!+,#$%,"),=/A K$" <!$; (L$"),!$;*"$%++!,-)+./A !'J,!%*",J!")+. (!'J,!%*",#=%;" M462 ENORNB D$; <==%;" ; 8B P +'$;!;,%)@'?AV[\] ^_`\a bc\d\e`f^g hcb_ bif]\g^ bh f[^ bcd`e\j`f\bek l^ m`if\bi] bh bn^ef] `eg ma\mo\ed be a\eo]k#!;. !;' <==$""$;%+"C!+! R!%> N$+' B$!;,% !;' #% P$%++! <- &=! 8+$%! <#!@%+ L' $%  %'% ?+ >+ '%,$"$;  +%q$+% #! ! $.# "+,%" -% ?> "#$%'%' !;' =!+ %=@%+!+% ? 4r22E) 0#$" $" ! "$.;$?$,!; ,==$=%;  =$;$=$s$;. $.#;. #% ;!+! ;$.# %;J$+;=%;C !;' $ L$ .+%!> -%;%?$ -# + ,==; %,">"%=") =!G+ +%,==%;'!$;"  $=@+J% #% '+!? +'$;!;,%C L#$,# L% #@% > !"% "%% #% !!,#%' %%+ ?+ + +%,==%;'!$;")'"; <+'$;!+=! 8+$%! <#!@%+;.! B'J,!,> B""$"!;R!%> N$+' B$!;,% Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 39  Packet Pg. 652 of 660  SAN MATEO, SANTA CLARA & SAN BENITO COUNTIES October 29, 2024 Palo Alto Planning and Transportation Commission Re: Sierra Club Loma Prieta Chapter and Santa Clara Valley Bird Alliance Comments on the Draft Dark Sky Ordinance Dear Chair Chang and Commissioners, The Santa Clara Valley Bird Alliance and the Sierra Club Loma Prieta Chapter are organizations united by our shared commitment to the protection of the environment, nature, and open space. We have been advocating for a reduction of light pollution in the region, and have engaged with the City of Palo Alto Council and the Planning and Transportation Commission in promoting human and environmental health through reducing and preventing the proliferation of artificial light at night. We would like to extend our sincere gratitude for your decision to require that all light sources be fully shielded and maintain a correlated color temperature of 2700K. This is a significant commitment to minimizing light pollution and protecting the natu ral night environment, and it will greatly benefit both our community and the surrounding ecosystems. We have two major recommendations to improve the draft ordinance, which we hope you will consider. 1. Reinstate applicability to include new luminaires (light fixtures) and replacement lighting Staff removed, “(3) Installation of new outdoor lighting, replacement of existing outdoor lighting fixtures, or changing the lighting type or system.” We recommend reinstating this provision. For buildings that cannot comply with this standard, we recommend adding a hardship exemption (see below). The hardship exemption could read as follows: For any structures that are unable to meet the standards of this chapter due to financial hardship or technical infeasibility, they may apply to the Planning Director for an exemption, provided the applicant still complies with Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 40  Packet Pg. 653 of 660  the standards of this Chapter to the greatest extent practicable. Why this is important: Without new or replacement lighting fixtures being subject to the ordinance, Palo Alto’s light pollution will not reduce over time, therefore failing to achieve the expressed purpose of the ordinance. This creates a loophole which allows new development to replace dark sky-compliant luminaires with non-compliant luminaires after initial construction. Without any requirements for new and replacement lighting, this ordinance effectively has no teeth or ability to affect the lighting sit uation in Palo Alto over time. This provision, which was present in earlier drafts of Palo Alto’s Dark Sky ordinance, should be reinstated. There was some concern expressed by PTC Commissioners that certain older multi-family buildings may not be able to easily modify their lighting due to these structures having older wiring systems. We believe that a hardship exemption (see above) can be wri tten for edge cases such as this without diluting the requirements for buildings that can comply with dark sky standards. Examples of Applicability from other cities’ Dark Sky Ordinances that include new and replacement lighting include the following. - Cupertino: “New or replacement exterior lighting” - Brisbane: “All outdoor light fixtures installed or replaced after the effective date of the ordinance from which this chapter is derived shall comply with this chapter.” - Malibu: “All outdoor light fixtures installed after the effective date of the ordinance codified in this chapter shall comply with this chapter.” - San Louis Obispo: “no modification or replacement shall be made to a nonconforming fixture unless the fixture thereafter conforms to the provisions of this section.” 2. Prohibit light trespass entirely rather than establishing a threshold (which may be difficult to enforce and allow nuisance lighting) The standard would read as follows: "No direct glare from a light source shall be visible from any other property or public right of way". Palo Alto’s Current Draft: “No lighting shall trespass more than 0.5-foot candle as measured at the abutting property line.” Why this is important: 0.5 foot candle (Palo Alto’s current draft limit) is still a lot of light. Light sources at or even below 0.5 foot candle can often be the source of nuisance complaints. Palo Alto could instead take the very simple approach that Brisbane took by prohibiting light trespass entirely. This makes light trespass requirements easier to enforce for the City, and easier for residents to understand when they install their own lighting systems. Should Palo Alto decide to allow some light trespass, we include language from Cupertino, which uses a more stringent threshold. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 41  Packet Pg. 654 of 660  Examples of more stringent light trespass language from other cities’ Dark Sky Ordinances - Brisbane: “Light trespass is prohibited” - Cupertino: “No exterior light, combination of exterior lights, or activity shall cast light exceeding zero point one (0.1) foot-candle onto an adjacent or nearby property, with the illumination level measured at the property line between the lot on which the light is located and the adjacent lot, at the point nearest to the light source, except if two adjacent properties are non-residential, or function as a shopping center, and agree to coordinate lighting.” In addition, we have listed a few minor clarifications and suggestions. 3. Change the duration of motion sensor lighting to deactivate after 5 minutes of inactivity instead of 10 minutes 5 minutes should be sufficient to allow for any activity, especially considering that motion sensor technology will keep lights on when there is continuous activity on a site. ○ The 10-minute duration is currently used in ■ (e) Lighting Standards (1) Shielding (iii) ■ (f) Special Purpose Lighting (A) 4. Add definitions for the following terms ○ “Low intensity lamps” ■ Used in (d) Lighting Guidelines (2) ○ “Low voltage” ■ Used in (e) Lighting Standards (C) (i) and (ii) ○ “Short term lighting” ■ Used in (h) Exemptions (3) 5. Replace “fixture” with “luminaire” in all places where “fixture” is used “Light fixture” should be added to the definition of “Luminaire”. These terms are used interchangeably, so clarifying the definition will help avoid confusion between the two terms. Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 42  Packet Pg. 655 of 660  6. Clarify language regarding string lighting As currently written, the draft could be interpreted as requiring either 2,700 Kelvin or 42 lumens. Our recommendation is to clarify that both the 2,700 Kelvin and 42 lumens requirements apply and that they are not mutually exclusive. ○ Current draft: (5) String Lighting (A): “String lighting must not exceed 2,700 Kelvin or 42 lumens, and shall not be blinking or chasing.” ○ Recommended language (changes in red): String lighting must not exceed 2,700 Kelvin and no individual lamp that is part of a string lighting installation may exceed a rating of 42 lumens, and shall not be blinking or chasing. Thank you for your time and consideration, Dashiell Leeds Conservation Coordinator Sierra Club Loma Prieta Chapter Julianne Wang Environmental Advocacy Assistant Santa Clara Valley Bird Alliance Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 43  Packet Pg. 656 of 660  Outlook Registering Opposition to “Bird Friendly” Creek Ordinance From Tom Fountain <fountain@cs.stanford.edu> Date Mon 11/4/2024 9:24 PM To Cha, Kelly <Kelly.Cha@CityofPaloAlto.org> Cc Kristin Sato <kristinsato@yahoo.com> CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Dear Ms. Cha: My wife and I are residents and property owners in Crescent Park.  We previously shared with you and Commissioners of the Planning & Transportation Commission (PTC) our opposition to the proposed Stream Corridor Protection ordinance in our letter of October 5, 2024.  As you might imagine, we were shocked to subsequently learn following the October 30, 2024 PTC meeting that our property is now also subject to the proposed new Bird Friendly Design Standards related to buildings near creeks. First, we want to register our strenuous objection to the new proposed Bird Friendly Design Standards.  The ordinance should not be scoped to include developed urban areas such as our property.  If protecting birds in urban areas is needed, why is the burden limited to only a few hundred residences?  Requiring “Bird Friendly Treatments” dramatically reduces the desirability, value, and safety of properties impacted by these requirements in this setting.  It is hard to imagine living in a house in such a developed area, so close to one of the Bay Area’s primary freeways, yet be unable to have unobstructed windows.  Finally, the extreme nature of this proposed new ordinance is likely to not only negatively impact housing values but meaningfully suppress future improvements in the neighborhood.  With an aging property base, we fear owners will prefer to allow properties to deteriorate rather than sacrifice their ability to have normal windows.  The code as written is entirely inappropriate for urban areas.  We respectfully ask staff to address the scope and severity of the requirements in preparing staff’s report and the draft ordinance for the City Council; at a minimum, we ask that you appropriately capture the extremely strong opposition of homeowners to this proposed ordinance.  I have rarely seen a community band together so quickly to fight a local ordinance. Second, we want to similarly register our opposition to the proposed new Dark Sky Regulations.  While supportive of responsible outdoor lighting practices in general, the ordinance proposed is too extreme and proscriptive in the lighting standards required.  For our property in particular, the lighting restrictions significantly reduce the safety of our property.  This is especially acute given the repeated threat from unhoused persons, intentional and/or accidental wildfires in the creek, and increasing criminal activity.  We strongly ask for much greater community discussion on which of these many new regulations are truly needed. Finally, we are deeply disappointed and outraged by the City’s constant onslaught of new ordinances seeking to reduce our rights.  We have only lived in the City of Palo Alto for the last 18 months and have been aghast by the City’s handling of this and other matters.  In this case, we were not even 11/5/24, 9:58 AM Registering Opposition to “Bird Friendly” Creek Ordinance - Cha, Kelly - Outlook about:blank 1/2 Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 44  Packet Pg. 657 of 660  notified of the proposed bird friendly ordinance.  Worse, the Commission unexplainably expanded the scope of this ordinance dramatically, and without community discussion.  This marks the second occasion in just the last month that the City has utterly failed in notifying homeowners and engaging in public outreach.  The result is disastrous for us as city residents.  We are entirely lost to understand why the City’s agenda appears to be driven by outside interests.  We are similarly left wondering if this is yet another vehicle for stifling development in the insane fight between cities and the state, with us left as collateral damage.  Taken together, we are offended by the speed with which staff and commissioners appear to be railroading through the Stream Corridor Protection and Bird Friendly Design Standard ordinances. We will provide detailed opposition statements ahead of each future meeting on these topics.  W e ask the city to take a more measured and thoughtful approach to regulating development in the city.  W e are overwhelmed by the massive number of new proposed regulations that materially undermine our enjoyment, value, and safety of living in this city. Respectfully, Tom Fountain and Kristin Fountain 11/5/24, 9:58 AM Registering Opposition to “Bird Friendly” Creek Ordinance - Cha, Kelly - Outlook about:blank 2/2 Item 18 Attachment D - Public Comments        Item 18: Staff Report Pg. 45  Packet Pg. 658 of 660  Item No. 17. Page 1 of 2 City Council Supplemental Report From: Jonathan Lait, Planning and Development Services Director Meeting Date: April 7, 2025 Item Number: 17 Report #:2504-4460 TITLE Supplemental Report: Potential Support or Sponsorship of a Senate Bill 457 (Becker) Regarding Housing Accountability Act Reforms (Item Continued from March 24, 2025 City Council Meeting) RECOMMENDATION Staff recommends the City Council discuss and provide direction to: A. Approve a Support or Sponsorship position on SB 457; and B. Designate a City Council representative to provide testimony in support of the Bill and/or authorize the City Manager or their designee to serve this role. BACKGROUND AND ANALYSIS On March 24, 2025, the City Council considered this item and voted to continue it to April 7, 2025, to allow more time for public consideration. During the March 24 meeting, several councilmembers raised questions regarding the potential impact of SB 457 on Palo Alto’s Builder’s Remedy projects. Staff is unable to provide a definitive answer at this time, as there are some unresolved ambiguities regarding how the bill interacts with existing law. Specifically, subdivision (f)(7)(A) of the Housing Accountability Act (HAA), which was added by AB 1893 (2024), allows housing development projects that submitted a preliminary application prior to January 1, 2025 to choose to be subject to the HAA as it existed on the date of the preliminary application, or, if the project meets the definition of a 'builder’s remedy project' under AB 1893, to opt to be subject to any or all provisions of the HAA as of January 1, 2025. Since all of Palo Alto’s Builder’s Remedy projects submitted preliminary applications prior to January 1, 2025, these existing provisions have the potential to conflict with SB 457 in the event it is enacted. This interplay between AB 1893 and the SB 457 could result in differing interpretations regarding the applicable standards. Staff anticipates that further clarification will emerge as SB 457 continues through the legislative process. Item 17 Item 17 Supplemental Report        Item 17: Staff Report Pg. 1  Packet Pg. 659 of 660  Item No. 17. Page 2 of 2 In addition, staff notes that some Builder’s Remedy applicants have entered into tolling agreements with the City, which essentially pause the timelines for either party to take action on a Builder’s Remedy application. These agreements may also preserve an applicant’s right to pursue their Builder’s Remedy project even if SB 457 is enacted; however, this will require a case-by-case legal analysis. ATTACHMENTS APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 17 Item 17 Supplemental Report        Item 17: Staff Report Pg. 2  Packet Pg. 660 of 660