HomeMy WebLinkAbout2024-02-26 City Council Agenda PacketCITY COUNCIL
Regular Meeting
Monday, February 26, 2024
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. To maximize public safety while still maintaining transparency and
public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end
of the agenda. Masks are strongly encouraged if attending in person. The meeting will be
broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto,
and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238)
Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an
amount of time determined by the Chair. All requests to speak will be taken until 5 minutes
after the staff’s presentation. Written public comments can be submitted in advance to
city.council@CityofPaloAlto.org and will be provided to the Council and available for inspection
on the City’s website. Please clearly indicate which agenda item you are referencing in your
subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only
by email to city.clerk@CityofPaloAlto.org at least 24 hours prior to the meeting. Once received,
the Clerk will have them shared at public comment for the specified item. To uphold strong
cybersecurity management practices, USB’s or other physical electronic storage devices are not
accepted.
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
CLOSED SESSION (5:30 ‐ 6:30 PM)
1.CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of
Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as
Defendant) Authority: Government Code Section 54956.9(d)(1)
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves
the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM)
Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2.Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3.Appointment of 2024 Emergency Standby Council
4.City Councilmember Appointment to the Santa Clara County Housing and Community
Development Advisory Committee (HCDAC)
5.Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third
Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800
Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development
Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7
Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6.Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to
Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional
Construction Management Services for the New Public Safety Building Capital
Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of
Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil
Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional
Professional Services and Extend the Contract Term for the New Public Safety Building
Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report
for the New Public Safety Building and New California Avenue Area Parking Garage
(Resolution No. 9772)
7.Approval of Amendment No. 1 to Professional Services Agreement S21180224 with
Matrix Consulting Group for a Planning and Development Services Fee Study in the
Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract
Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with
CEQA Guidelines Section 15061(3)(b).
8.Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley
Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure
B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status –
Statutorily Exempt.
9.Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract
Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed
Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s
Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension;
and Contract Number C24187237 with Good City Company (Good City) for a Not‐to
Exceed Amount of $375,522 to Provide Project Management and Consulting Services for
the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year
Extension. CEQA Action: Agreements are not subject to CEQA
10.Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed
Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming;
CEQA status – categorically exempt (educational program).
11.SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and
Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐
Haims, Tanaka no)
12.Approval of the Appointment of Lauren Lai as the Administrative Services Director/
Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item
16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished
Business and Council Matters.
13.PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval
of Affected Property List for Commencing Weed Abatement in 2024; CEQA status –
exempt
14.Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to
Staff to Commence Work on Local Amendments to the California Energy Code
Establishing a One Margin Standard. CEQA Status – Not a Project.
15.Policy and Services Committee Recommendations for Changes to the City Council
Procedures and Protocols Handbook based on Prior City Council Referrals (Review of
Censure Language). CEQA Status ‐ Not a Project.
16.Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a
Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
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 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 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.
1 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection
at www.CityofPaloAlto.org/agendas.
CITY COUNCILRegular MeetingMonday, February 26, 2024Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. To maximize public safety while still maintaining transparency andpublic access, members of the public can choose to participate from home or attend in person.Information on how the public may observe and participate in the meeting is located at the endof the agenda. Masks are strongly encouraged if attending in person. The meeting will bebroadcast 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)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance tocity.council@CityofPaloAlto.org and will be provided to the Council and available for inspectionon the City’s website. Please clearly indicate which agenda item you are referencing in yoursubject 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
CLOSED SESSION (5:30 ‐ 6:30 PM)
1.CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of
Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as
Defendant) Authority: Government Code Section 54956.9(d)(1)
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves
the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM)
Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2.Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3.Appointment of 2024 Emergency Standby Council
4.City Councilmember Appointment to the Santa Clara County Housing and Community
Development Advisory Committee (HCDAC)
5.Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third
Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800
Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development
Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7
Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6.Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to
Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional
Construction Management Services for the New Public Safety Building Capital
Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of
Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil
Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional
Professional Services and Extend the Contract Term for the New Public Safety Building
Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report
for the New Public Safety Building and New California Avenue Area Parking Garage
(Resolution No. 9772)
7.Approval of Amendment No. 1 to Professional Services Agreement S21180224 with
Matrix Consulting Group for a Planning and Development Services Fee Study in the
Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract
Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with
CEQA Guidelines Section 15061(3)(b).
8.Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley
Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure
B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status –
Statutorily Exempt.
9.Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract
Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed
Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s
Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension;
and Contract Number C24187237 with Good City Company (Good City) for a Not‐to
Exceed Amount of $375,522 to Provide Project Management and Consulting Services for
the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year
Extension. CEQA Action: Agreements are not subject to CEQA
10.Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed
Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming;
CEQA status – categorically exempt (educational program).
11.SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and
Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐
Haims, Tanaka no)
12.Approval of the Appointment of Lauren Lai as the Administrative Services Director/
Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item
16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished
Business and Council Matters.
13.PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval
of Affected Property List for Commencing Weed Abatement in 2024; CEQA status –
exempt
14.Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to
Staff to Commence Work on Local Amendments to the California Energy Code
Establishing a One Margin Standard. CEQA Status – Not a Project.
15.Policy and Services Committee Recommendations for Changes to the City Council
Procedures and Protocols Handbook based on Prior City Council Referrals (Review of
Censure Language). CEQA Status ‐ Not a Project.
16.Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a
Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
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 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 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.
2 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection
at www.CityofPaloAlto.org/agendas.
CITY COUNCILRegular MeetingMonday, February 26, 2024Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. To maximize public safety while still maintaining transparency andpublic access, members of the public can choose to participate from home or attend in person.Information on how the public may observe and participate in the meeting is located at the endof the agenda. Masks are strongly encouraged if attending in person. The meeting will bebroadcast 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)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance tocity.council@CityofPaloAlto.org and will be provided to the Council and available for inspectionon the City’s website. Please clearly indicate which agenda item you are referencing in yoursubject 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 ORDERCLOSED SESSION (5:30 ‐ 6:30 PM)1.CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City ofPalo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, asDefendant) Authority: Government Code Section 54956.9(d)(1)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 6:45 PM)Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reservesthe right to limit the duration of Oral Communications period to 30 minutes.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (6:50 ‐ 6:55 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.2.Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.3.Appointment of 2024 Emergency Standby Council4.City Councilmember Appointment to the Santa Clara County Housing and CommunityDevelopment Advisory Committee (HCDAC)5.Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a ThirdPhase Agreement with Northern California Power Agency for the Purchase of up to 2,800Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy DevelopmentCompany, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)6.Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. toAdd $766,919, Increasing the Not to Exceed Amount to $9,647,825, for AdditionalConstruction Management Services for the New Public Safety Building CapitalImprovement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval ofAmendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil
Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional
Professional Services and Extend the Contract Term for the New Public Safety Building
Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report
for the New Public Safety Building and New California Avenue Area Parking Garage
(Resolution No. 9772)
7.Approval of Amendment No. 1 to Professional Services Agreement S21180224 with
Matrix Consulting Group for a Planning and Development Services Fee Study in the
Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract
Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with
CEQA Guidelines Section 15061(3)(b).
8.Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley
Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure
B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status –
Statutorily Exempt.
9.Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract
Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed
Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s
Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension;
and Contract Number C24187237 with Good City Company (Good City) for a Not‐to
Exceed Amount of $375,522 to Provide Project Management and Consulting Services for
the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year
Extension. CEQA Action: Agreements are not subject to CEQA
10.Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed
Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming;
CEQA status – categorically exempt (educational program).
11.SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and
Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐
Haims, Tanaka no)
12.Approval of the Appointment of Lauren Lai as the Administrative Services Director/
Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item
16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished
Business and Council Matters.
13.PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval
of Affected Property List for Commencing Weed Abatement in 2024; CEQA status –
exempt
14.Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to
Staff to Commence Work on Local Amendments to the California Energy Code
Establishing a One Margin Standard. CEQA Status – Not a Project.
15.Policy and Services Committee Recommendations for Changes to the City Council
Procedures and Protocols Handbook based on Prior City Council Referrals (Review of
Censure Language). CEQA Status ‐ Not a Project.
16.Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a
Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
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 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 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.
3 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection
at www.CityofPaloAlto.org/agendas.
CITY COUNCILRegular MeetingMonday, February 26, 2024Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. To maximize public safety while still maintaining transparency andpublic access, members of the public can choose to participate from home or attend in person.Information on how the public may observe and participate in the meeting is located at the endof the agenda. Masks are strongly encouraged if attending in person. The meeting will bebroadcast 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)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance tocity.council@CityofPaloAlto.org and will be provided to the Council and available for inspectionon the City’s website. Please clearly indicate which agenda item you are referencing in yoursubject 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 ORDERCLOSED SESSION (5:30 ‐ 6:30 PM)1.CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City ofPalo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, asDefendant) Authority: Government Code Section 54956.9(d)(1)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 6:45 PM)Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reservesthe right to limit the duration of Oral Communications period to 30 minutes.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (6:50 ‐ 6:55 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.2.Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.3.Appointment of 2024 Emergency Standby Council4.City Councilmember Appointment to the Santa Clara County Housing and CommunityDevelopment Advisory Committee (HCDAC)5.Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a ThirdPhase Agreement with Northern California Power Agency for the Purchase of up to 2,800Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy DevelopmentCompany, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)6.Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. toAdd $766,919, Increasing the Not to Exceed Amount to $9,647,825, for AdditionalConstruction Management Services for the New Public Safety Building CapitalImprovement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval ofAmendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting CivilEngineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for AdditionalProfessional Services and Extend the Contract Term for the New Public Safety BuildingCapital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Reportfor the New Public Safety Building and New California Avenue Area Parking Garage(Resolution No. 9772)7.Approval of Amendment No. 1 to Professional Services Agreement S21180224 withMatrix Consulting Group for a Planning and Development Services Fee Study in theAmount of $56,500 for a total Not to Exceed of $138,000 and Extension of the ContractTerm through January 31, 2026. Environmental Assessment: Exempt in Accordance withCEQA Guidelines Section 15061(3)(b).8.Approve and Authorize the City Manager to Execute a Funding Agreement with the ValleyTransportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 MeasureB Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status –Statutorily Exempt.9.Approve Two Contracts for Consultant Services for the Downtown Housing Plan: ContractNumber C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to ExceedAmount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’sDowntown Housing Plan for a Term of Two‐years with an Optional One‐year Extension;and Contract Number C24187237 with Good City Company (Good City) for a Not‐toExceed Amount of $375,522 to Provide Project Management and Consulting Services forthe City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐yearExtension. CEQA Action: Agreements are not subject to CEQA10.Approval of Professional Services Contract with Ecology Action for a Not‐to‐ExceedAmount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming;CEQA status – categorically exempt (educational program).11.SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation andManagement Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐Haims, Tanaka no)12.Approval of the Appointment of Lauren Lai as the Administrative Services Director/Chief Financial OfficerCITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item
16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished
Business and Council Matters.
13.PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval
of Affected Property List for Commencing Weed Abatement in 2024; CEQA status –
exempt
14.Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to
Staff to Commence Work on Local Amendments to the California Energy Code
Establishing a One Margin Standard. CEQA Status – Not a Project.
15.Policy and Services Committee Recommendations for Changes to the City Council
Procedures and Protocols Handbook based on Prior City Council Referrals (Review of
Censure Language). CEQA Status ‐ Not a Project.
16.Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a
Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
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 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 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.
4 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection
at www.CityofPaloAlto.org/agendas.
CITY COUNCILRegular MeetingMonday, February 26, 2024Council Chambers & Hybrid5:30 PMPalo Alto City Council meetings will be held as “hybrid” meetings with the option to attend byteleconference or in person. To maximize public safety while still maintaining transparency andpublic access, members of the public can choose to participate from home or attend in person.Information on how the public may observe and participate in the meeting is located at the endof the agenda. Masks are strongly encouraged if attending in person. The meeting will bebroadcast 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)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance tocity.council@CityofPaloAlto.org and will be provided to the Council and available for inspectionon the City’s website. Please clearly indicate which agenda item you are referencing in yoursubject 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 ORDERCLOSED SESSION (5:30 ‐ 6:30 PM)1.CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City ofPalo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, asDefendant) Authority: Government Code Section 54956.9(d)(1)AGENDA CHANGES, ADDITIONS AND DELETIONSPUBLIC COMMENT (6:30 ‐ 6:45 PM)Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reservesthe right to limit the duration of Oral Communications period to 30 minutes.COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM)Members of the public may not speak to the item(s).CONSENT CALENDAR (6:50 ‐ 6:55 PM)Items will be voted in one motion unless removed from the calendar by three Council Members.2.Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.3.Appointment of 2024 Emergency Standby Council4.City Councilmember Appointment to the Santa Clara County Housing and CommunityDevelopment Advisory Committee (HCDAC)5.Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a ThirdPhase Agreement with Northern California Power Agency for the Purchase of up to 2,800Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy DevelopmentCompany, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)6.Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. toAdd $766,919, Increasing the Not to Exceed Amount to $9,647,825, for AdditionalConstruction Management Services for the New Public Safety Building CapitalImprovement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval ofAmendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting CivilEngineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for AdditionalProfessional Services and Extend the Contract Term for the New Public Safety BuildingCapital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Reportfor the New Public Safety Building and New California Avenue Area Parking Garage(Resolution No. 9772)7.Approval of Amendment No. 1 to Professional Services Agreement S21180224 withMatrix Consulting Group for a Planning and Development Services Fee Study in theAmount of $56,500 for a total Not to Exceed of $138,000 and Extension of the ContractTerm through January 31, 2026. Environmental Assessment: Exempt in Accordance withCEQA Guidelines Section 15061(3)(b).8.Approve and Authorize the City Manager to Execute a Funding Agreement with the ValleyTransportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 MeasureB Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status –Statutorily Exempt.9.Approve Two Contracts for Consultant Services for the Downtown Housing Plan: ContractNumber C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to ExceedAmount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’sDowntown Housing Plan for a Term of Two‐years with an Optional One‐year Extension;and Contract Number C24187237 with Good City Company (Good City) for a Not‐toExceed Amount of $375,522 to Provide Project Management and Consulting Services forthe City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐yearExtension. CEQA Action: Agreements are not subject to CEQA10.Approval of Professional Services Contract with Ecology Action for a Not‐to‐ExceedAmount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming;CEQA status – categorically exempt (educational program).11.SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation andManagement Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐Haims, Tanaka no)12.Approval of the Appointment of Lauren Lai as the Administrative Services Director/Chief Financial OfficerCITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)BREAK (5‐10 MINUTES)ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item16: 10:05 ‐ 10:35 PM)Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, UnfinishedBusiness and Council Matters.13.PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approvalof Affected Property List for Commencing Weed Abatement in 2024; CEQA status –exempt14.Adoption of a Resolution Suspending Enforcement of Municipal Code Sections16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction toStaff to Commence Work on Local Amendments to the California Energy CodeEstablishing a One Margin Standard. CEQA Status – Not a Project.15.Policy and Services Committee Recommendations for Changes to the City CouncilProcedures and Protocols Handbook based on Prior City Council Referrals (Review ofCensure Language). CEQA Status ‐ Not a Project.16.Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not aProject.ADJOURNMENTOTHER INFORMATIONStanding Committee Meetings this weekPublic Comment Letters
Schedule of Meetings
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 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 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.
5 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection
at www.CityofPaloAlto.org/agendas.
City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: February 26, 2024
Report #:2402-2610
TITLE
Approval of Minutes from February 5, 2024 and February 12, 2024 Meetings
RECOMMENDATION
That the minutes be reviewed and approved.
ATTACHMENTS
Attachment A: February 5, 2024 Draft Action Minutes
Attachment B: February 12, 2024 Draft Action Minutes
APPROVED BY:
Mahealani Ah Yun
Item 2
Item 2 Staff Report
Item 2: Staff Report Pg. 1 Packet Pg. 6 of 318
CITY COUNCIL & PUBLIC IMPROVEMENT CORPORATION
DRAFT ACTION MINUTES
Page 1 of 6
Special Meeting
February 5, 2024
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual
teleconference at 5:30 P.M.
Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker
Present Remotely:
Absent:
Special Orders of the Day
1. Santa Clara County 2023 Synopsys Championship Science Fair 2023 STEM Winners from
Palo Alto
No action was taken.
Closed Session
AA1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section
54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley
Site) Negotiating Party: Palo Alto Unified School District City Negotiators: (Ed Shikada,
Chantal Cotton Gaines, Kristen O'Kane, Sunny Tong) Subject of Negotiations: Purchase,
Exchange, and/or Lease Price and Terms of Payment
MOTION: Vice Mayor Lauing moved, seconded by Council Member Veenker to go into Closed
Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:51 P.M.
Council returned from Closed Session at 7:00 P.M.
Mayor Stone announced no reportable action.
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report Pg. 2 Packet Pg. 7 of 318
DRAFT ACTION MINUTES
Page 2 of 6
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Consent Calendar
Council Member Kou registered a no vote on Agenda Item Number 10.
Council Member Tanaka registered a no vote on Agenda Item Number 4, 5, 6.
Mayor Stone, Vice Mayor Lauing, and Council Member Kou, Council Member Veenker requested
to pull Agenda Item Number 7.
Council Member Tanaka, Council Member Lythcott-Haims, Council Member Veenker, and Mayor
Stone requested to pull Agenda Item Number 8.
MOTION: Council Member Burt moved, seconded by Council Member Lauing to approve Agenda
Item Numbers 2-6, 9-11, and pull Agenda Item Number 7 and 8 off of Consent.
MOTION PASSED ITEMS 2-3, 9, 11: 7-0
MOTION PASSED ITEMS 4-6: 6-1, Tanaka no
MOTION PASSED ITEM 10: 6-1, Kou no
2. Approval of Minutes from January 16, 2024 Meeting
3. Review and Acceptance of Annual Report on Development Impact Fees for Fiscal Year
2023 and Adoption of a Resolution Making Statutory Findings for Certain Funds. CEQA
status - Not a Project.
4. Approval of Amendment Number 1 to Contract Number S21180652 With Eric Gouldsberry
Art Design (EGAD), in the Amount of $170,000 for Graphic Design Services to Extend the
Term for Additional Two Years; for a Total Not-to-Exceed Amount of $410,000 over the
Five-year Term; CEQA Status – Not a Project
5. Approval of Amendment No. 2 to Contract S23184693 with Infosend, Inc. for Printing
Services for the Utilities Department Programs and Projects to add $300,000 for a New
Total Not to Exceed Amount of $555,000, and to Amend the Schedule of Rates. CEQA
status: not a project.
6. Approval of Contract No. C23187298C with Hinderliter, de Llamas, and Associates (HdL)
for Business Tax and Business Registry Certificate Program Fee Consulting Services in a
Total Not-To-Exceed Amount of $860,555 Over a Three-Year Term; CEQA Status – Not a
Project
7. SECOND READING: Adopt Ordinances Amending Planned Community Ordinance 2343 for
2901-2905 Middlefield Road and Establishing a Separate Planned Community Zoning
Designation for 702 Ellsworth Place to Enable the Development of a new Single-Story,
Single-Family Residence. CEQA Status -- Categorically Exempt Under CEQA Guidelines
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report Pg. 3 Packet Pg. 8 of 318
DRAFT ACTION MINUTES
Page 3 of 6
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Sections 15061(b)(3), 15301, and 15303 (FIRST READING: December 11, 2023 PASSED 6-
0-1, Veenker absent)
8. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and
Management Regulations) (FIRST READING: January 16, 2024 PASSED 5-2, Lythcott-
Haims, Tanaka no)
9. SECOND READING: Adopt an Ordinance to Expand the Public Art Commission (PAC) from
Five to Seven Members (FIRST READING: January 16, 2024 PASSED 7-0)
10. SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code Title 18
(Zoning) Chapters 18.14 (Housing Incentives), 18.76 (Permits and Approvals), and 18.77
(Processing of Permits and Approvals) to Implement Housing Element Program 1.3
Creating By-Right Zoning Approval for Specific Housing Element Inventory Sites. CEQA
Status: An Addendum to the City’s Comprehensive Plan Environmental Impact Report was
Prepared for the 2023-2031 Housing Element. (FIRST READING: January 22, 2024 PASSED
6-1, Kou no)
11. SECOND READING: Adoption of an Ordinance Authorizing the Improvements to the Palo
Alto Baylands as Part of the Horizontal Levee Pilot Project and Approval of a Cooperative
Agreement with the Association of Bay Area Governments to Construct the Horizontal
Levee Pilot Project (WQ-22001); CEQA – exempt under Section 15133 (FIRST READING:
January 22, 2024 PASSED 7-0)
RECESS CITY COUNCIL MEETING AND CONVENE PUBLIC IMPROVEMENT CORPORATION MEETING
Board Members Present: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker
Action Items
12. Approval of Fiscal Year 2023 Palo Alto Public Improvement Corporation's Annual Financial
Report. CEQA Status - Not a Project
MOTION: Board Member Burt moved, seconded by Board Member Kou to approve the Fiscal
Year (FY) 2023 Annual Financial Report for the Palo Alto Public Improvement Corporation.
MOTION PASSED: 6-1, Tanaka no
RECONVENE CITY COUNCIL MEETING
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report Pg. 4 Packet Pg. 9 of 318
DRAFT ACTION MINUTES
Page 4 of 6
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Action Items
13. Policy and Services Committee Recommendations for Changes to the City Council
Procedures and Protocols Handbook based on Prior City Council Referrals (Continued
from December 18, 2023). CEQA Status - Not a Project.
MOTION: Council Member Tanaka moved, seconded by Council Member Veenker to:
1. Procedures Section 1.1: Annual Organization of City Council
a. Direct staff to return to City Council with information to pursue a ballot measure
for 2024 to ask the voters if they would like to have a directly elected mayor or
not. The term would be for 2 or 4 years.
i. Create an ad hoc that could work with staff to develop the specifics to
return to Council with the draft Charter Amendment by June 2024.
MOTION PASSED: 5-2, Lauing, Burt no
MOTION: Council Member Kou moved, seconded by Council Member Lythcott-Haims to:
1. Update Procedures Section 5.1a(4): Video Participation for Public Comment to read:
a. “The City Council does not allow members of the public to activate their personal
video during their public comments.”
MOTION PASSED: 6-1, Tanaka no
MOTION: Council Member Kou moved, seconded by Council Member Veenker to:
1. Protocols Section 2.2: Refrain from Lobbying Board and Commission Members
a. Accept the Policy and Services Recommended drafted language.
2. Protocols Section 2.8: The Role of Council Liaison to Boards or Commissions
a. Accept the Policy and Services Recommended drafted language with this
additional language: “unless the Councilmember has other conflicting duties”
MOTION PASSED: 7-0
MOTION: Council Member Kou moved, seconded by Mayor Stone to:
1. Protocols Section 4.3(a): Travel Related to Sister Cities, Sibling City, or other shared
interests with another city abroad
a. Approve the drafted language with the following amendment:
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report Pg. 5 Packet Pg. 10 of 318
DRAFT ACTION MINUTES
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Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Replace “for travel that explains how the travel will advance the City’s interests
or policy/Council objectives and a consideration of the cost/value relationship of
the trip. The request should also explain why virtual attendance is not effective
in that circumstance” with “would only be on an occasion where in-person
presence of the Council Member or the Mayor was required for that occasion.”
MOTION PASSED: 6-1, Tanaka no
14. Policy and Services Committee Recommendation to the City Council to Approve a new
Friendship Cities Program in Palo Alto. CEQA Status – Not a Project
MOTION: Council Member Burt moved, seconded by Council Member Veenker to approve a new
Friendship Cities program with the provisions recommended in the original colleagues’ memo
and a few other new provisions related to reevaluation of friendship cities as well as sister cities
and the following changes:
a. Reevaluated within 3 years and that any Friendship Cities entered into shall expire within
3 years of execution absent mutual agreement to extend. No more than one formal visit
by a delegation and the City shall host no more than one delegation visit per year per
Friendship City, and;
b. That the provisions suggested in the Colleague's Memo related to the volunteers of
Neighbors Abroad taking primary responsibility and that it fits with Neighbors Abroad
policies, and;
c. Every two years a report to be provided by Neighbors Abroad on the state of sister city
relationships.
MOTION PASSED: 7-0
Adjournment: The meeting was adjourned at 11:11 P.M.
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5, 2024 Draft Action
Minutes
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DRAFT ACTION MINUTES
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Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
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 2
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5, 2024 Draft Action
Minutes
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CITY COUNCIL
DRAFT ACTION MINUTES
Page 1 of 5
Regular Meeting
February 12, 2024
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual
teleconference at 5:30 P.M.
Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker
Present Remotely:
Absent:
Closed Session
AA1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section
54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley
Site) Negotiating Party: Palo Alto Unified School District City Negotiators: (Ed Shikada,
Chantal Cotton Gaines, Kristen O'Kane, Sunny Tong) Subject of Negotiations: Purchase,
Exchange, and/or Lease Price and Terms of Payment New Item added
MOTION: Council Member Veenker moved, seconded by Council Member Lauing to go into
Closed Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:34 P.M.
Council returned from Closed Session at 6:42 P.M.
Mayor Stone announced no reportable action.
Study Session
1. Reliability and Resiliency Strategic Plan for the City’s Electric Utility
NO ACTION TAKEN.
Consent Calendar
Council Member Tanaka registered a no vote on Agenda Item Numbers 4, 7, 8, 9.
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DRAFT ACTION MINUTES
Page 2 of 5
City Council Meeting
Draft Action Minutes: 02/12/2024
Council Member Veenker recused on Agenda Item Number 5.
MOTION: Council Member Burt moved, seconded by Council Member Lythcott-Haims to approve
Agenda Item Numbers 2-9.
MOTION PASSED ITEMS 2-3, 6: 7-0
MOTION PASSED ITEMS 4, 7, 8, 9: 6-1, Tanaka no
MOTION PASSED ITEM 5: 6-0-1, Veenker recused
2. Approval of Minutes from January 22, 2024 and January 29, 2024 Meetings
3. Approval of Contract Number C24187805 With Carollo Engineers, Inc. in the Total Amount
Not-to-Exceed $1,628,326 for Planning and Preliminary Design of a Headworks Facility at
the Regional Water Quality Control Plant, funded by Wastewater Treatment Enterprise
Fund Capital Improvement Program Project WQ-16002; CEQA Status – Not a “Project.”
4. Approval of Two General Services Contracts in the Wastewater Treatment Enterprise
Fund: a Contract with Lystek International Limited in an Amount Not to Exceed
$5,322,769 and a Contract with Synagro-WWT, Inc. in an Amount Not to Exceed
$7,617,013, Both for Offsite Sludge Treatment Services for a Five-Year Term; CEQA status
– exempt
5. Adoption of Resolution to Authorize Stanford University to Enforce Unauthorized Parking
in Several of Its Parking Facilities under Vehicle Code § 21107.8; CEQA Status – Not a
Project
6. Approval of Contract Number C24188120 with Summit Uniforms, LLC for Five Years for a
Maximum Compensation Amount Not-to-Exceed $720,000 ($144,000/yr) for the
Purchase of Police, Fire, and Park Ranger Uniforms and Related Equipment; CEQA status
- not a project.
7. Approval of a General Services Contract Number C24189570 with Downtown Streets
Team, Inc. in an Amount Not to Exceed $528,409 for Cleaning Services in the University
Avenue and California Avenue Business Districts for a Period of Three Years; CEQA status
– Not a Project
8. Approval of Contract Amendments with AgreeYa Solutions, INC., Elegant Enterprise-Wide
Solutions, INC., Forsys, INC., Object Technology Solutions, INC., Techlink Systems, INC.,
ZION Cloud Solutions, INC., and Inspyr Solutions, LLC., for IT On-Call Professional Services,
to Increase the Combined Annual Not-To-Exceed Amount to $1,250,000 and a Contract
Not-To-Exceed total of $3,940,000; CEQA Status - Not a Project.
9. Approval of Contract No. C24188884 With WaterTALENT, LLC for Temporary Consultant
Support for Public Works and Utilities Departments in a Not to Exceed Amount of
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Draft Action Minutes: 02/12/2024
$1,896,000 Over Three Years, With Two One-Year Extension Options; Not to Exceed
$830,400 for Year One and Not to Exceed $532,800 per Year for Years Two and Three and
Optional Extensions if Authorized; CEQA Status - Not a Project
Action Items
10. Adopt a Resolution Modifying the City’s Objective Design Standards for SB 9 Projects.
MOTION: Council Member Lythcott-Haims moved, seconded by Council Member Veenker to
adopt the attached Resolution (Attachment A) modifying the objective design standards for
development pursuant to California Senate Bill 9 (SB 9).
MOTION PASSED: 5-2, Lauing, Kou no
11. Discuss the FY 2024 Mid-Year Budget Review and Approve 1) FY 2024 Budget
Amendments in Various Funds, and 2) Amendments to the FY 2024 Table of Organization
to add 1.00 Full Time Equivalent (FTE) Position. CEQA Status – Not a Project.
MOTION: Council Member Burt moved, seconded by Council Member Lauing to approve:
1. Amendments to the Fiscal Year 2024 Budget Appropriation for various funds and various
capital projects, as identified in Attachment A, Exhibits 1 and 2; and
2. Amend the FY 2024 Table of Organization in Attachment B consistent with the budget
amendments in Attachment A, adding 1.00 full time position.
MOTION PASSED: 6-1, Tanaka no
12. Adoption of a Resolution Certifying the Need for an Exception to the California Public
Employees Retirement System (CalPERS) 180-day Waiting Period to Hire Matthew
Raschke as a Retired Annuitant Extra Help Senior Engineer. CEQA status - Not a Project
MOTION: Council Member Kou moved, seconded by Mayor Stone to adopt a resolution
certifying the need for an exception to the 180-day waiting period, set forth by CalPERS, to hire
Matthew Raschke as a Retired Annuitant Extra Help Senior Engineer.
MOTION PASSED: 6-1, Tanaka no
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12, 2024 Draft Action
Minutes
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DRAFT ACTION MINUTES
Page 4 of 5
City Council Meeting
Draft Action Minutes: 02/12/2024
Adjournment: The meeting was adjourned at 10:52 P.M.
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12, 2024 Draft Action
Minutes
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DRAFT ACTION MINUTES
Page 5 of 5
City Council Meeting
Draft Action Minutes: 02/12/2024
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 2
Attachment B - February
12, 2024 Draft Action
Minutes
Item 2: Staff Report Pg. 12 Packet Pg. 17 of 318
City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: February 26, 2024
Report #:2401-2570
TITLE
Appointment of 2024 Emergency Standby Council
RECOMMENDATION
Staff recommends the City Council approve the selection of the following former Council
Members to serve as members of the 2024 Emergency Standby Council:
•Alison Cormack
•Peter Drekmeier
•Eric Filseth
•Karen Holman
•Liz Kniss
•Greg Schmid
•Nancy Shepherd
BACKGROUND
The Charter of the City of Palo Alto provides that, "the Council may, by Ordinance or Resolution,
provide for the preservation and continuation of government in the event of disaster which
renders unavailable a majority of the Council."
On August 7, 2006, the City Council adopted amendments to Section 2.12.090 of the Palo Alto
Municipal Code regarding the selection procedure for the City's Emergency Standby Council.
The adopted policy states that the Council shall consider the following criteria for appointments
to the Emergency Standby Council: residency in the City of Palo Alto, availability, interest in
serving and a lack of conflicts of interest.
Seven members serve on the Emergency Standby Council. Members of the Standby Council
have the authority delegated to them under Chapter 2.12 of the Palo Alto Municipal Code. The
members of the Emergency Standby Council continue to serve until the Council appoints or
reappoints the members at the beginning of each year.
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FISCAL/RESOURCE IMPACT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2401-2573
TITLE
City Councilmember Appointment to the Santa Clara County Housing and Community
Development Advisory Committee (HCDAC)
RECOMMENDATION
Approve the appointment of Councilmember Julie Lythcott-Haims as representative to the Santa
Clara County HCDAC, and Councilmember Greer Stone as alternate for the 2024 calendar year.
BACKGROUND
Formed in 2018, the nine-member HCDAC for the Urban County1 is a result of the merger of the
Housing and Community Development (HCD) Citizen's Advisory Committee (CAC), and the HCD
Council Committee (CC) for the Urban County Community Development Block Grant (CDBG)
Program and HOME Investment Partnerships Program (HOME) Consortia. As Palo Alto is part of
the HOME program consortium, HCDAC participation is requested. The City has not participated
in the HCDAC in previous years.
Below is a summary of the basic requirements of the HCDAC, please see the attached 2018
Bylaws for additional information on the HCDAC’s responsibilities and meeting protocols.
HCDAC Role
The HCDAC is the policy recommending body to the Santa Clara County Board of Supervisors on
planning, monitoring, and implementation of the HCD Program and the development of a
comprehensive, coordinated Housing and Community Development Program. The HCDAC,
consisting of representatives of the Urban County jurisdictions (Campbell, Los Altos, Los Gatos,
Saratoga, and Morgan Hill) selected by the City Councils and the Board of Supervisors, and a City
Council member from each of the cities (Palo Alto, Cupertino, and Gilroy) participating in the
Urban County CDBG and HOME Investment Partnerships (HOME) Programs, will review program
materials and develop recommendations from an urban county perspective.
1 Information about the Urban County: https://osh.sccgov.org/housing-community-development/urban-county-
program
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Responsibility
The HCDAC meets approximately five times per year with one-year term commitments for each member.
The primary responsibilities of the HCDAC are to:
a)Develop recommendations on the Five-Year Urban County Consolidated Plan and the Annual
Plan which provides the framework for funding projects.
b)Develop recommendations on projects to be funded addressing the objectives approved in
the Consolidated Plan.
c)Monitor the progress of approved projects on a quarterly basis and prepare
recommendations on projects facing significant delays.
d)Evaluate the overall direction and implementation of the program on a yearly basis and
prepare recommendations on housing policies and procedures. This will include site
inspections of projects, review of quarterly and annual performance reports, and overall
program performance evaluation.
e)Transmit the HCDAC recommendations on project proposals to the Board of Supervisors in
order to make final funding recommendations on the CDBG and HOME projects and
programs.
Next Steps
The HCDAC meetings are tentatively planned to begin in March 2024. Once the Council
representative is selected, the HCDAC meeting liaison will initiate the coordination of these
meetings.
FISCAL/RESOURCE IMPACT
No fiscal impact is associated with this action.
ENVIRONMENTAL REVIEW
Appointment to a board or committee is not an action subject to environmental review under
the California Environmental Quality Act.
ATTACHMENTS
Attachment A: HCDAC Bylaws June 2018
APPROVED BY:
Jonathan Lait, Planning and Development Services Director
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County of Santa Clara
Housing and Community Development Advisory Committee
Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian Page 1 of 3
County Executive: Jeffrey V. Smith
90854
DATE: June 5, 2018
TO: Board of Supervisors
FROM: Consuelo Hernandez, Program Manager II
SUBJECT: Housing and Community Development Advisory Committee (HCDAC) -
Amendment to Bylaws
RECOMMENDED ACTION
Approve Amendment to Bylaws for the Housing and Community Development Advisory
Committee.
FISCAL IMPLICATIONS
There are no fiscal implications associated with the recommended action.
REASONS FOR RECOMMENDATION
An amendment to the current bylaws is needed in order to reflect the current composition of
the Housing and Community Development Advisory Committee (HCDAC). The Office of
Supportive Housing (OSH) has worked closely with the HCDAC and each of the cities to
understand the impact of the changes. The proposed changes to the HCDAC bylaws were
integrated into the updated 2017 Joint Powers Agreement (the agreement required by the
U.S. Department of Housing and Urban Development for the Community Development
Block Grant program – CDBG). Each of the Urban County members have agreed to the
changes.
Currently, the HCDAC is comprised of 16 members. The changes reduce the HCDAC to
nine members. Eight seats have remained vacant as a result of the anticipated changes.
Unfortunately, the HCDAC did not review and approve the bylaws before the vacancies
occurred and the HCDAC does not currently have enough members to meet the quorum
requirements. As a result, the Board needs to approve the amended bylaws in order for the
HCDAC membership to be updated to allow the HCDAC to meet.
Revisions to the HCDAC bylaws contain a number of minor technical updates and also
updates to reflect current practices and reflect the updated composition of the HCDAC. The
following is a high-level summary of the changes:
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Attachment A - HCDAC
Bylaws June 2018
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Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian Page 2 of 3
County Executive: Jeffrey V. Smith
Agenda Date: June 5, 2018
Updated Article I, Section I to include the HOME Investment Partnership Act
(HOME) Consortia members.
Updated Article III, Section I relating to the membership of the HCDAC by adding one
member of the City Council from each of the jurisdictions participating in the HOME
Consortia and eliminating the citizen appointments, and specifying the designation of
an alternate for each member.
Updated Article III, Section II to specify a term is one year and until a successor is
appointed.
Updated Article VI to reflect that the Clerk of the Board of Supervisors provides
secretarial support to the HCDAC and the Office of Supportive Housing provides staff
support.
Added Article XI to reflect the process for County boards/commissions’ creation of
subcommittees.
Added Article XIII to identify the required trainings for members of the HCDAC.
CHILD IMPACT
The recommended action will have no/neutral impact on children and youth.
SENIOR IMPACT
The recommended action will have no/neutral impact on seniors.
SUSTAINABILITY IMPLICATIONS
The recommended action will have no/neutral sust ainability implications.
BACKGROUND
The primary role of the HCDAC is to advise the Board of Supervisors regarding the use of
CDBG and HOME funds. The HCDAC is a result of the merger of the Housing and
Community Development (HCD) Citizens Advisory Committe e (CAC) and the HCD
Council Committee (CC) for the Urban County CDBG program that took place in 2007.
Over the past two years OSH has been working on making changes to the bylaws to better
reflect the current operation of the HCDAC and to streamline the Urban County Program.
CONSEQUENCES OF NEGATIVE ACTION
If the Board does not approve the recommended action the HCDAC would not have a
quorum and would be unable to meet. As a result, the Board would be required to review
funding recommendations for the Urban County program without a recommendation from
the HCDAC.
STEPS FOLLOWING APPROVAL
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Attachment A - HCDAC
Bylaws June 2018
Item 4: Staff Report Pg. 4 Packet Pg. 23 of 318
Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian Page 3 of 3
County Executive: Jeffrey V. Smith
Agenda Date: June 5, 2018
Upon approval, the Clerk of the Board is asked to notify Consuelo Hernandez
(Consuelo.hernandez@hhs.sccgov.org ), Eloiza Murillo-Garcia
(Eloiza.murillogarcia@hhs.sccgov.org)and Tracy Cunningham
(Tracy.Cunningham@hhs.sccgov.org).
ATTACHMENTS:
Attachment A: Amended HCDAC Bylaws (clean version) (PDF)
Attachment B: Amended HCDAC Bylaws (redline) (PDF)
Attachment C - Changes to Urban County Program (2015) (PDF)
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Attachment A - HCDAC
Bylaws June 2018
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BYLAWS
Housing and Community Development Advisory Committee
(HCDAC)
ARTICLE I _ ESTABLISHMENT
Section I
The Housing and Community Development Advisory Commiffee (HCDAC) for the Urban
County is a result of the merger of the Housing and Community Development (HCD) Citizen's
Advisory Committee (CAC), and the HCD Council Committee (CC) for the Urban County
Community Development Block Grant (CDBG) Program and HOME Consortia.
ARTICLE II - ROLE AIID RESPONSIBILITIES
Section I - Role
The HCDAC is the policy recommending body to the Board of Supervisors on planning,
monitoring, and implementation of the HCD Program and the development of a comprehensive,
coordinated Housing and Community Development Program. The body, consisting of
representatives of the Urban County jurisdictions selected by the City Councils and the Board of
Supervisors, and a City Council member from each of the cities participating in the Urban
County CDBG and HOME Investment Partnerships (HOME) Programs, will review program
materials and develop recommendations from an urban county perspective.
Section II - Responsibilitv
The responsibilities of the HCDAC are to:
a) Develop recommendations on the Five-Year Urban County Consolidated Plan and the
Annual Plan which provides the framework for funding projects.
b) Develop recommendations on projects to be funded addressing the objectives approved in
the Consolidated Plan.
c) Monitor the progress of approved projects on a quarterly basis and prepare
recommendations on projects facing significant delays.
d) Evaluate the overall direction and implementation of the program on a yearly.basis and
prepare recommendations on housing policies and procedures. This will include site
inspections of projects, review of quarterly and annual performance reports, and overall
program performance evaluation.
e) Transmit the HCDAC recommendations on project proposals to the Board of Supervisors
in order to make final funding recommendations on the CDBG and HOME projects and
programs.
Housing and Community Development
Advisory Committee Bylaws
Page 1 of9 June 2018
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Section III - Relationship to the Board of Supervisors
The Board of Supervisors is the legal recipient of funds from the U.S. Department of Housing
and Urban Development (HUD) for the CDBG and HOME programs.
The Board of Supervisors will consider all recommendations submitted by the HCDAC
regarding the HCD program.
The HCDAC will submit recommendations to the Board of Supervisors on all matters dealing
with planning, funding, monitoring, and evaluation of the HCD program.
ARTICLE III _ MEMBERSHIP
Section I - Membership
Membership on the HCDAC consists of nine members as follows:
a. One member of the County of Santa Clara Board of Supervisors, who will serve as
Chairperson of the HCDAC, to be appointed by the President of the Board of
Supervisors.
b. One member of the City Council from each of the non-entitlement cities participating
in the Urban County CDBG and HOME programs, consisting of five members from
the cities of Campbell, Los Altos, Town of Los Gatos, Morgan Hill, and Saratoga,
appointed by the City Council of that city.
c. One member of the City Council from each of the jurisdictions participating in the
HOME Consortia, consisting of three members from the cities of Cupertino, Gilroy,
and Palo Alto appointed by the City Council of that city.
d. Each member shall have a designated alternate who shall be appointed by the
member's jurisdiction in the same manner the member is appointed. A member's
designated alternate may attend and vote when the member is unable to attend a
meeting.
Section II - Term
a) Term of membership is effective from the day of appointment to the HCDAC.
b) Each member shall have a term of one year and until his or her successor is appointed.
c) There is no limit on the number of consecutive terms a member may serve.
d) The term of an elected official will automatically terminate upon leaving the elective
office.
e) Upon appointment, each member and alternate shall take the Oath of Office. A certified
copy of the Oath shall be filed with the Clerk of the Board of Supervisors.
Housing and Community Development
Advisory Committee Bylaws
Page2 of9 June 2018
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Bylaws June 2018
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Section III - Attendance
a) Any member not in attendance at three (3) consecutive meetings, unless excused by the
majority of the HCDAC members, may be removed from the HCDAC with a request to
the appointing jurisdiction to appoint a replacement.
b) An altemate may not represent a member for more than three (3) consecutive meetings
without prior approval of the majority of HCDAC.
Section IV - Replacement of a member
In the event thal amember wishes to resign from the HCDAC or is recalled by the appointing
authority, the appointing jurisdiction shall be requested to appoint a new member. A resignation
by a member shall be in writing and shall be filed with the Clerk of the Board of Supervisors and
the Chairperson of the HCDAC.
ARTICLE IV _ OFFICERS
Section I - Officers
The officers of this organization will be:
a) Chairperson
b) Vice-Chairperson
The Chairperson and Vice-Chairperson will be regular voting members of the HCDAC.
Section II - Chairperson
The permanent Chairperson will be the appointed Supervisor from the County of Santa Clara
Board of Supervisors.
Section III - Vice-Chairperson
The Vice-Chairperson will be elected at the first meeting of the fiscal year (July 1 - June 30) and
will serve a 12-month term of office.
Section IV - Nominations
Nominations for the Vice-Chairperson will come from the members of the HCDAC.
Nominations may be submitted from one month prior to the meeting date on which the election
is to be held, up to and including the day of the election.
Section V - Term
There is no limit on the number of consecutive terms the Vice-Chairperson may serve.
Housing and Community Development
Advisory Committee Bylaws
Page 3 of9 June 2018
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Attachment A - HCDAC
Bylaws June 2018
Item 4: Staff Report Pg. 8 Packet Pg. 27 of 318
Section VI - Chairperson Vacancv
In the case that the Chairperson's seat is vacated, as through resignation, death, or leaving
elective office, a new Chairperson will be appointed by the President of the Board of
Supervisors. The Vice-Chairperson will stand in for the Chairperson until the new Chairperson
is appointed.
Section VII - Vice airnerson Vacancv
In the case that the Vice-Chairperson's seat is vacated, as through resignation, death, or leaving
elective office, a special election of the HCDAC will be held at the earliest meeting at which
such election is practicable. At the time of the election, nominations from the HCDAC
membership may be submitted. Such election shall be for the unexpired term of the office.
ARTICLE V _ DUTIES OF OFFICERS
Section I -of Chairnerson
The Chairperson will
a) Preside at meetings of the HCDAC.
b) Appoint subcommittees as required, subject to confirmation by the membership.
c) Coordinate the work and recommendations of the HCDAC.
d) Prepare work and recommendation reports for presentation to the Board of Supervisors.
e) Perform other duties customarily performed by a Chairperson.
Duties of the Chairperson can be delegated by the Chairperson to other members of the HCDAC.
Section II - Duties of the Vice-Chairperson
The Vice-Chairperson will:
a) Upon temporary absence or incapacity of the Chairperson, serve as Chairperson.
b) Assist the Chairperson in serving as liaison to the Board of Supervisors.
ARTICLE VI - SECRETARY SUPPORT
Section I - Secretarv
The Clerk of the Board of Supervisors shall be ex-officio secretary of the HCDAC and shall be
responsible for providing secretarial assistance to the HCDAC, such as preparation of HCDAC
agendas, attendance at meetings, preparation of minutes, meeting room support, and maintenance
of HCDAC records. However, the Clerk of the Board of Supervisors does not provide secretarial
assistance to any subcommittees of the HCDAC.
Housing and Community Development
Advisory Committee Bylaws
Page 4 of9 June 2018
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Bylaws June 2018
Item 4: Staff Report Pg. 9 Packet Pg. 28 of 318
ARTICLE VII - MEETINGS
Section I - Regular Meetines
Meetings of the HCDAC shall be properly noticed in accordance with the Ralph M. Brown Act
(Government Code section 54950 et seq.) and the County Open Govemment Ordinance
(Division Al7). One regular meeting of the HCDAC will normally be held approximately five
times ayear, at the County Govemment Center, at 6:15 p.m. Each year the HCDAC shall
approve its schedule of regular meeting dates prior to the first meeting of the calendar year. The
schedule of regular meeting dates can be amended, with the Chairperson's approval, by a
majorityvote of the HCDAC members.
Section II - Special Meetinss
Special meetings of the HCDAC may be called by the Chairperson, with the provision that
written notice is given to all members at least seven days prior to the meeting.
Section III - Ouorum
A quorum of the HCDAC is a majority of its membership seats, whether filled or vacant (5 of 9)
A member who abstains from an item is counted to determine whether a quorum exists.
However a member who is disqualified from participating and recuses from an item due to a
conflict of interest is not counted toward the quorum for that itern.
ARTICLE VIII - VOTING PROCEDURES
Section I
At the time of voting on any issues before the HCDAC, each member will cast one vote.
Section II
Only members or their authoized alternates who are present may vote. An alternate may only
vote when serving in the absence of a member.
Section III
Except as otherwise provided herein, a motion passes only when a majority of the membership
seats (5 of 9) votes in support of the motion.
In compliance with Government Code section 54953(c)(2) of the Ralph M. Brown Act, the
HCDAC shall publicly report any action taken and the vote or abstention on that action of each
member present for the action. Items cannot be approved by consensus.
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ARTICLE IX - GENERAL RULES OF PROCEDURE
Section I
No member or officer of the HCDAC will issue any public statement which purports to be an
official opinion or stand of the HCDAC unless such statement has been authoizedby a majority
vote in a meeting at which a quorum is present, subject to any applicable requirements of the
Board of Supervisors' Policy Manual.
Section II
Except as provided in these bylaws or to comply with state or county law or policy, Roberts
Rules of Order will be used in the conduct of all meetings.
ARTICLE X _ PUBLIC PARTICIPATION
Section I
All meetings of the HCDAC and any subcommittees subject to the Ralph M. Brown Act are
open to the public.
Section II
Agenda and minutes of all meetings of the HCDAC will be made available to the public on the
County of Santa Clara's website and upon request at the Office of the Clerk of the Board of
Supervisors. Reports will be made available to the public at the same time they are available to
the HCDAC. Copies for public review will be available in the Office of the Clerk of the Board of
Supervisors located at 70 West Hedding Street, 1Oth floor, East Wing, San Jose 95110. Interested
persons may request to be placed on the notification list for HCDAC minutes and agendas.
ARTICLE XI _ SUBCOMMITTEES
Section I - Creation of Subcommittees Generallv
The HCDAC may establish standing and ad hoc subcommittees, as prescribed in these bylaws
and the County of Santa Clara Boards and Commissions Handbook, to assist in furthering the
purposes of the HCDAC.
Any subcommittee will have the duties provided by its mandate, but will not have the power to
exercise the authority of the HCDAC or to bind the HCDAC. Subcommittees report their
recommendations to the full HCDAC for consideration.
Subcommittees may be composed of members from the HCDAC as well as individuals not on
the HCDAC. However, a subcommittee may not include a quorum of the entire HCDAC
membership.
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In creating any subcommittee, the HCDAC will:
l. Define the purpose and scope of the subcommittee's charge;
2. Identify if the subcommittee will have an ongoing role in a particular subject
arealissue or if the subcommittee is being created for a limited duration to address a
single issue/purpose;
3. Only set a meeting schedule if the subcommittee is to be subject to the Brown Act;
4. Define the membership of the subcommittee;
5. Document the creation of the subcommittee in the HCDAC's minutes;
6. If the subcommittee is subject to the Brown Act, immediately notify the Clerk of the
Board's Records Unit; and
7. If the subcommittee is to be a standing subcommittee, update the bylaws for approval
by the Board of Supervisors.
Section II - Creation of Standing Subcommittees
A standing subcommittee has a continuing subject matter it oversees or a meeting schedule fixed
by formal action.
A standing subcommittee may be created following majority approval of the HCDAC and
designation in the HCDAC's bylaws, approved by the Board of Supervisors. A majority is
defined as a majority of the entire HCDAC membership seats.
The Chairperson of the HCDAC shall appoint a chair and members to each subcommittee subject
to confirmation by the HCDAC.
All standing subcommittees are subject to the Brown Act and must be properly noticed, open to
the public, and have a quorum of the subcommittee membership present to transact business.
Each standing subcommittee is required to prepare an agenda for each meeting and ensure the
agenda is properly posted. Minutes (in summary form) of each subcommittee meeting shall be
prepared and shall include a record of attendance of the members and the vote taken on each
matter. Copies of the minutes shall be submitted to the next meeting of the subcommittee for
approval.
Section III - Standine Subcommittees of the HCDAC
The HCDAC has no standing subcommittees.
Section IV - Creation of Ad Hoc Subcommittees
An ad hoc subcommittee may be established by the HCDAC, as the need arises, to carry out a
specific task for a limited duration.
An ad hoc subcommittee may be created following majority approval of the HCDAC. A
majority is defined as a majority of the entire HCDAC membership seats.
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The Chairperson of the HCDAC shall appoint a chair and members to each subcommittee subject
to confirmation by the HCDAC.
If an ad hoc subcommittee includes as a member one or more individuals who is not a member of
the HCDAC, the ad hoc subcommittee is subject to the Ralph M. Brown Act. For ad hoc
subcommittees subject to the Brown Act, meetings must be properly noticed, open to the public,
and have a quorum of the subcommittee membership present to transact business. Each ad hoc
subcommittee that is subject to the Brown Act is required to prepare an agenda for each meeting,
ensure the agenda is properly posted. Minutes (in summary form) of each subcommittee meeting
shall be prepared and shall include a record of attendance of the members and the vote taken on
each matter. Copies of the minutes shall be submitted to the next meeting of the subcommittee
for approval.
Section V - Disbandins Ad Hoc Suhcommittees
The HCDAC shall agendize the disbanding of an ad hoc subcommittee when the subcommittee's
specific task is completed. The disbanding of the ad hoc subcommittee shall be noted in the
HCDAC's meeting minutes.
ARTICLE XII _ CONFLICTS OF INTEREST
Section I
Members of the HCDAC shall comply with the requirements of all applicable federal, state, and
local laws and regulations relating to conflicts of interest, including, without limitation,
Califomia Government Code section 1090, et seq., the California Political Reform Act
(California Govemment 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.).
Generally, if a member is disqualified from participating in a decision because of a conflict of
interest, the member must (1) publicly recuse him or herself and announce the source of the
conflict of interest, (2) leave the room during any discussion or deliberations on the matter in
question, and (3) not participate in the decision or be counted for purposes of a quorum.
ARTICLE XIII _ TRAININGS
Section I - AB 1234 Ethics Trainine
Each member must receive training in public service ethics laws and principles within 12 months
of assuming membership on HCDAC and every two years thereafter. If a member has already
received the training prior to assuming mernbership, the member may submit proof of his/her last
training completion. The signed certification of completion must be sent to the Clerk of the
Board as soon as practicable upon completion of the training.
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Section II - AB l66L Sexual Harassment Prevention Training
Each member must receive training regarding the federal and state statutory provrsrons
concerning the prohibition against, and the prevention and correction of, sexual harassment and
the remedies available to victims of sexual harassment in employment within six months of
assuming office on HCDAC and every two years thereafter. If a member has already received
the training prior to assuming membership, the member may submit proof of his/her last training
completion. The certification of completion must be sent to the Clerk of the Board as soon as
practicable upon completion of the training.
ARTICLE IV - APPROVAL AND AMMENDMENTS
Section I
All amendments to these bylaws must be approved by the HCDAC mernbership and the Board of
Supervisors, following approval as to form and legality by County Counsel.
Approved as to Form and Legality
Lead Deputy County Counsel
Bylaws of the HCD Council Committee were approved by the Board of Supervisors on
November 19,1979.
Prior amendments to bylaws approved by the Board of Supervisors:
0U09190
0s/22/07
1785606
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: February 26, 2024
Staff Report: 2312-2381
TITLE
Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase
Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt-
Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a
Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a
Project under CEQA Guidelines Section 15378(b)(5)
RECOMMENDATION
Staff recommends that the City Council adopt a Resolution (Attachment A) to:
1. Authorize the City Manager or their designee to execute a Third Phase Agreement (Exhibit
A to Attachment A) with the Northern California Power Agency (NCPA) to purchase up to
2,800 MWh of renewable energy per year from an anaerobic digester biogas project
owned by Zero Waste Energy Development Company, LLC (ZWED), over a period of 10
years, at a total cost not to exceed $5.7 million;
2. Authorize the City Manager or their designee to execute on behalf of the City all related
documents or agreements necessary to administer the Third Phase Agreement that are
consistent with the Palo Alto Municipal Code and City Council approved policies,
including, but not limited to, collateral assignment agreements; and take any and all
actions as are necessary or advisable to implement and administer the Third Phase
Agreement;
3. Authorize the City Manager or their designee to approve and execute amendments to the
Third Phase Agreement, as may be required from time to time, so long as the contract
price and length of the agreement remain unchanged;
4. Waive the application of the anti-speculation requirement of Section D.1 of the City’s
Energy Risk Management Policy as it may apply to surplus electricity purchases resulting
from the City’s participation in the ZWED contract, due to the small size of the ZWED
contract and the City’s need for the output to comply with its Senate Bill 1383
procurement requirement; and
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5. Approve the allocation of the ZWED contract’s cost between the Utilities Department and
the Public Works Department such that Utilities is responsible for the share of the cost
representing the value of the generic renewable energy output of the project, while Public
Works is responsible for the remaining cost, reflecting the project’s value in satisfying the
City’s Senate Bill (SB) 1383 compliance requirements.
EXECUTIVE SUMMARY
In response to California's ambitious SB 1383 regulations to reduce methane emissions by
diverting organic waste from landfills, Palo Alto engaged with the City of Santa Clara in a joint
procurement effort led by the Northern California Power Agency (NCPA) for the purchase of
renewable energy from an anaerobic digester biogas project. The two cities ultimately selected
the Zero Waste Energy Development Company (ZWED) to provide renewable energy derived
from a 1.6 megawatt (MW) anaerobic digester facility in San Jose, the world's largest of its kind.
The facility, operational since 2015, boasts a capacity of processing up to 90,000 tons of organic
waste annually. This is the same facility that processes Palo Alto’s curbside collected compostable
materials.
The 10-year Power Purchase Agreement (PPA) with ZWED commits Palo Alto to a cost of $185
per megawatt-hour (MWh), escalating at up to 2% annually. While this premium price reflects
the scarcity of SB 1383-compliant electricity generators in the state, the agreement incorporates
a crucial provision allowing termination in the event the facility's output no longer aligns with SB
1383 requirements.
The project's impact on Palo Alto's electric portfolio is relatively modest, contributing
approximately 1,330 MWh annually, constituting 0.16% of the City’s 2022 retail electricity sales.
While the project enhances the city's renewable energy portfolio and diversifies resources, Palo
Alto is already on track to meet state Renewable Portfolio Standards (RPS) targets independently.
To fairly allocate costs, the contract cost is to be split between the Public Works and Utilities
Departments. Utilities will shoulder expenses corresponding to the market value of renewable
electricity products, estimated at $90 per MWh over the contract's duration. Public Works will
assume the remaining costs, reflecting the premium paid for the contract's SB 1383 compliance
value. Based on the facility’s expected level of output, the average annual cost of the contract is
estimated to be $270,000 (with $120,000 being paid by Utilities and $150,000 being paid by
Public Works), although this amount could be lower or higher (up to $568,000 per year total)
depending on the facility’s actual energy deliveries to the City.
BACKGROUND
In September 2016, Governor Brown signed SB 1383 into law, which set methane emissions
reduction targets for California in a statewide effort to reduce the emissions of short-lived
climate pollutants. Landfills are the third largest source of methane in California and are
responsible for 20 percent of the state’s methane emissions. When organic waste such as food
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scraps, yard trimmings, and paper products are disposed in a landfill, they decompose in the
absence of oxygen (i.e., anaerobically) and create methane, a powerful greenhouse gas. SB 1383
regulations aim to reduce methane emissions by keeping organic waste out of landfills.
•Compost
•Mulch
•Renewable energy (transportation fuel, heat, or electricity) from anaerobic digestion
•Electricity from biomass conversion
1
ANALYSIS
•5,360 tons of mulch;
•3,108 tons of compost;
1 Staff Report 13547: “Adoption of an Ordinance Amending Existing Palo Alto Municipal Code Chapter 5.20,
Collection, Removal and Disposal of Refuse, and Adding Chapter 5.40, Edible Food Recovery, to Comply with
Senate Bill 1383 (Short-Lived Climate Pollutants Reduction Strategy); Finding of Exemption from CEQA Review;
Adoption of a Resolution Amending the Administrative Penalty Schedule to add the SB 1383 Requirements; and
Review of Other Requirements Related to Senate Bill 1383.”
https://www.cityofpaloalto.org/files/assets/public/v/7/agendas-minutes-reports/agendas-minutes/city-council-
agendas-minutes/2021/11-november/20211101pccs-amended.pdf
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•1,297 MWh of electricity derived from renewable gas;
•3,484 MWh of electricity derived from biomass conversion; or
•112,560 diesel gallon equivalents of renewable gas in the form of transportation fuel.
The required volumes of compost and mulch would far exceed the City’s need for such material.
Staff also concluded that transportation fuel from renewable gas is very expensive and difficult
to procure, so staff focused on the procurement of electricity from renewable gas (i.e., anaerobic
digestion) or biomass conversion as the most efficient and economical methods of compliance
with the SB 1383 regulations. However, given that the City’s procurement requirement for such
electricity is relatively small (compared to the output of a typical anaerobic digester or biomass
generator), staff worked with the City of Santa Clara (which has a procurement requirement
roughly twice as large as Palo Alto’s, and like the City also operates its own municipal electric
utility) on a joint procurement effort.
In April 2022, the Northern California Power Agency (NCPA)2 issued a Request for Proposals (RFP)
on behalf of the Cities of Palo Alto and Santa Clara for electricity supply from a renewable energy
generator that would satisfy the SB 1383 procurement requirements of the two cities. Staff from
the two cities agreed to split the output of the eventual project in proportion to their populations,
with Palo Alto receiving one-third of the total output and Santa Clara receiving the rest.
ZWED Contract Summary
In response to its RFP, NCPA received two proposals; however only one was deemed responsive,
from the Zero Waste Energy Development Company (ZWED). The ZWED proposal is for the
output of a 1.6 MW generator that uses renewable gas produced by a dry fermentation anaerobic
digester facility located in San Jose. The facility can process up to 90,000 tons per year of organic
waste, making it the largest such anaerobic digester in the world.
The ZWED project’s total annual production is estimated to be approximately 4,000 MWh (net of
on-site usage by the facility), although this amount is dependent on the availability of feedstock
and so can vary significantly from year to year. The total spending authority requested by staff
($5.7 million over 10 years) is based on an estimate of the maximum output volume the ZWED
facility could feasibly produce, which NCPA would have to purchase on Palo Alto’s and Santa
Clara’s behalf (about 8,000 MWh per year). The expected actual level of the facility’s output is a
little less than half this volume, so the total expected cost of this contract is about $2.7 million.
2 NCPA is a not-for-profit Joint Powers Agency whose membership includes municipalities, a rural electric
cooperative, and other publicly owned entities, including the City of Palo Alto and the City of Santa Clara. The
mission of NCPA is to provide members cost effective wholesale power, energy-related services, and advocacy on
behalf of public power consumers through joint action.
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The facility began commercial operations in 2015, and it is currently under contract with PG&E.
The facility’s output qualifies as Renewable Portfolio Standard (RPS)-eligible, and the City will
receive Portfolio Content Category (PCC) 1 (or “Bucket 1”) Renewable Energy Credits (RECs) as
well as Resource Adequacy (RA) capacity along with the actual electricity from the project. The
ZWED PPA has a contract term of 10 years and a contract price of $185 per MWh (escalating at
up to 2% per year). This contract price is quite high compared to prices for typical renewable
energy generators, with this premium reflecting the fact that it is one of the only electric
generators in the state whose output satisfies SB 1383’s procurement requirements.
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Electric Portfolio Impact
3 over the duration of the 10-year contract – while Public Works
will be allocated the remaining costs. The Public Works share of the total cost (estimated at 56%
of the total over the contract term, a maximum of $367,477 annually) reflects the price premium
the City will be paying for the contract’s SB 1383 compliance value.
NEXT STEPS
3 This electric output value estimate is based on the assumption that over the 10-year contract term the value of
the “baseload” electricity will be $55 per MWh, the value of the Bucket 1 RECs will be $25 per MWh, and the value
of the RA capacity will be $10 per MWh.
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agreement without penalty if ZWED has not terminated its PG&E contract and begun delivering
energy to NCPA within 18 months of the PPA’s execution.
FISCAL/RESOURCE IMPACT
4, Council
approved additional funding in the Refuse Fund for this purpose, and therefore additional
funding is not necessary in FY 2025. Table 1 below is a summary of the annual maximum and the
expected contract costs.
Table 1: ZWED Project Annual Output & Cost Summary
Annual Output
(MWh)
Annual
Cost ($)
Utilities Cost
Share ($)
Public Works
Cost Share ($)
Maximum
Output 2,803 $619,765 $252,288 $367,477
Expected
Output 1,332 $294,389 $119,837 $174,552
POLICY IMPACT
STAKEHOLDER ENGAGEMENT
4 City of Palo Alto Fiscal Year 2023 Adopted Operating Budget:
https://www.cityofpaloalto.org/files/assets/public/v/1/administrative-services/city-budgets/fy-2023-city-
budget/adopted-fy23/operating-budget_final-4.pdf
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visits, social media posts, E-news, newsletter articles, and updating older education pieces such
as signs and posters and adding translations. Additionally, a new webpage with SB 1383
information was created and added to the Zero Waste website at
www.cityofpaloalto.org/sb1383regulations.
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
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Attachment A
* NOT YET APPROVED *
6056817 1
Resolution No. _________
Resolution of the Council of the City of Palo Alto Authorizing the City
Manager or Their Designee to Execute a Third Phase Agreement with
Northern California Power Agency for the Purchase of up to 2,800
Megawatt-Hours per Year of Biogas Energy from Zero Waste Energy
Development Company, LLC over a Term of up to 10 Years for a Total
Not to Exceed Amount of $5.7 Million, and to Execute All Documents
Necessary to Administer the Third Phase Agreement, and Approving
the Allocation of the Contract’s Cost between the Utilities
Department and the Public Works Department
R E C I T A L S
A. In September 2016, Governor Brown signed SB 1383 into law, establishing
methane emissions reduction targets for California in a statewide effort to reduce the
emissions of short-lived climate pollutants.
B. SB 1383 established targets to achieve a 50 percent reduction in the level of
statewide disposal of organic waste by 2020, a 75 percent reduction in the level of statewide
disposal of organic waste by 2025, and a target of at least 20 percent of currently disposed
edible food to be recovered for human consumption by 2025.
C. The SB 1383 regulations require that jurisdictions purchase 0.08 tons of
recovered organic waste products per capita per year. Based on Palo Alto’s population, this
requirement translates to an annual purchase of the equivalent of 5,360 pounds of recovered
organic waste products, in the form of mulch, compost, electricity derived from renewable gas,
electricity derived from biomass conversion, or renewable gas in the form of transportation
fuel.
D. City staff determined that procurement of electricity from renewable gas or
biomass conversion are the most efficient and economical methods of compliance with the SB
1383 regulations, and decided to work with staff from the City of Santa Clara on a joint
procurement effort.
E. The Cities of Palo Alto and Santa Clara are both members of the Northern
California Power Agency (NCPA), which in April 2022 issued a Request for Proposals (RFP) on
behalf of the two cities for electricity supply from a renewable energy generator that would
satisfy the SB 1383 procurement requirements of the two cities. Through this RFP the cities
selected a proposal from the Zero Waste Energy Development Company, LLC (ZWED) for the
output of a 1.6 megawatt (MW) generator that uses renewable gas produced by a dry
fermentation anaerobic digester facility located in San Jose.
F. To carry out this transaction, NCPA will enter into a Power Purchase Agreement
(PPA) with ZWED on behalf of the two cities, while the cities must each execute a Third Phase
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Attachment A -
Resolution Approving
ZWED Project Third Phase
Agreement with NCPA
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Attachment A
* NOT YET APPROVED *
6056817 2
Agreement with NCPA, which specifies the rights and obligations of NCPA and the cities
regarding governance and administration of the PPA. The Third Phase Agreement also obligates
the participating members to pay their assigned contract percentage share of all project costs,
including but not limited to administrative services costs, scheduling coordination costs, and all
other costs related to the PPA.
G. Attorneys from NCPA, Palo Alto, and Santa Clara have reviewed and approved
the Power Purchase Agreement between NCPA and ZWED, as well as the Third Phase
Agreement for the PPA with ZWED. The NCPA Commission approved both agreements at its
November 30, 2023 meeting.
The Council of the City of Palo Alto does hereby RESOLVE as follows:
SECTION 1. The Council hereby authorizes the City Manager, or their designee, to
execute a Third Phase Agreement (Exhibit A) with NCPA to purchase up to 2,800 MWh of
renewable energy per year from an anaerobic digester biogas project owned by ZWED, over a
period of 10 years, at a total cost not to exceed $5.7 million.
SECTION 2. The Council hereby authorizes the City Manager or their designee to
execute on behalf of the City all related documents or agreements necessary to administer the
Third Phase Agreement that are consistent with the Palo Alto Municipal Code and City Council
approved policies, including, but not limited to, collateral assignment agreements; and take any
and all actions as are necessary or advisable to implement and administer the Third Phase
Agreement.
SECTION 3. The Council hereby authorizes the City Manager or their designee to
approve and execute amendments to the Third Phase Agreement, as may be required from
time to time, so long as the contract price and length of the agreement remain unchanged.
SECTION 4. The Council hereby waives the application of the anti-speculation
requirement of Section D.1 of the City’s Energy Risk Management Policy as it may apply to
surplus electricity purchases resulting from the City’s participation in the ZWED contract, due to
the small size of the ZWED contract and the City’s need for the output to comply with its Senate
Bill 1383 procurement requirement.
SECTION 5. The Council hereby approves the allocation of the ZWED contract’s cost
between the Utilities Department and the Public Works Department such that Utilities is
responsible for the share of the cost representing the value of the generic renewable energy
output of the project, while Public Works is responsible for the remaining cost, reflecting the
project’s value in satisfying the City’s Senate Bill (SB) 1383 compliance requirements.
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Attachment A -
Resolution Approving
ZWED Project Third Phase
Agreement with NCPA
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Attachment A
* NOT YET APPROVED *
6056817 3
SECTION 6. On December 22, 2011, the City of San Jose approved a special permit
and a mitigated negative declaration for the ZWEDC power plant. The City Council’s approval of
this Third Phase Agreement does not require any change to the facility or its operations, and
there are no substantial changes to the project or new information of substantial importance
which will require subsequent or supplemental environmental review under the California
Environmental Quality Act (“CEQA”). As such, the City Council’s approval of this Third Phase
Agreement does not meet the definition of a project under the CEQA, pursuant to Public
Resources Code Section 21065 and CEQA Guidelines 15378(b)(5), because this activity would
not result in a reasonably foreseeable direct or indirect change in the environment.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
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Resolution Approving
ZWED Project Third Phase
Agreement with NCPA
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THIRD PHASE AGREEMENT
FOR
POWER PURCHASE AGREEMENT
WITH
ZERO WASTE ENERGY DEVELOPMENT COMPANY, LLC
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ZWED Project Third Phase
Agreement with NCPA
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i
THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
TABLE OF CONTENTS
Section 1. Definitions .................................................................................................... 3
Section 2. Purpose ......................................................................................................... 9
Section 3. Sale and Purchase of Product .................................................................... 9
Section 4. Billing and Payments ................................................................................ 10
Section 5. Security Deposit Administration............................................................. 13
Section 6. Cooperation and Further Assurances ..................................................... 18
Section 7. Participant Covenants and Defaults ....................................................... 18
Section 8. Administration of Agreement ................................................................. 22
Section 9. Transfer of Rights by Participants ........................................................... 23
Section 10. Term and Termination .............................................................................. 24
Section 11. Withdrawal of Participants ...................................................................... 24
Section 12. Settlement of Disputes and Arbitration ................................................. 25
Section 13. Miscellaneous ............................................................................................. 25
EXHIBIT A. Project Participation Percenages ............................................................ 35
EXHIBIT B. PPA .............................................................................................................. 36
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to Resolution Approving
ZWED Project Third Phase
Agreement with NCPA
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1
THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
This THIRD PHASE AGREEMENT (“this Agreement”) is dated as of
______________, 20__ by and among the Northern California Power Agency, a joint
powers agency of the State of California (“NCPA”), and the signatories to this Agreement
other than NCPA (“Participants”). NCPA and the Participants are referred to herein
individually as a “Party” and collectively as the “Parties”.
RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to
the Joint Exercise of Powers Act of the Government Code of the State of California and,
among other things, is authorized to acquire, construct, finance, and operate buildings,
works, facilities, and improvements for the generation and transmission of electric
capacity and energy for resale.
B. Each of the Participants is a signatory to the Joint Powers Agreement which
created NCPA and therefore is a Member.
C. Each of the Participants to this Agreement have executed the Amended and
Restated Facilities Agreement, dated October 1, 2014, which establishes the framework
under which Project Agreements are created for the development, design, financing,
construction, and operation of specific NCPA Projects.
D. The Participants desire NCPA to enter into a Power Purchase Agreement
(“PPA”) with Zero Waste Energy Development Company, LLD (“ZWEDC” or “Seller”), to
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to Resolution Approving
ZWED Project Third Phase
Agreement with NCPA
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2
THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
purchase electric capacity and energy produced by the Project for the benefit of the
Participants’ customers.
E. Each Participant is authorized by its Constitutive Documents to obtain
electric capacity and energy for its present or future requirements, through contracts with
NCPA or otherwise.
F. To enable NCPA to enter into the PPA on behalf of the Participants, pursuant
to the terms and conditions of the Amended and Restated Facilities Agreement, NCPA
and the Participants wish to enter into this Agreement to provide all means necessary for
NCPA to fulfill obligations incurred on behalf of NCPA and the Participants pursuant to
the PPA, and to enable and obligate the Participants to take delivery of and pay for such
electric capacity and energy and to pay NCPA for all costs it incurs for undertaking the
foregoing activities.
G. Upon full execution of this Agreement, NCPA will enter into the PPA on
behalf of the Participants, and such PPA shall be deemed a NCPA Project by the
Commission.
H. Each of the Parties intends to observe the provisions of this Agreement in
good faith and shall cooperate with all other Parties in order to achieve the full benefits of
joint action.
I. The Parties desire to equitably allocate costs of NCPA’s provision of services
under this Agreement among the Participants.
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J. The Participants further desire, insofar as possible, to insulate other
Members who are not Participants, from risks inherent in the services and transactions
undertaken on behalf of the Participants pursuant to this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Definitions.
1.1 Definitions. Whenever used in this Agreement (including the Recitals
hereto), the following terms shall have the following respective meanings, provided,
capitalized terms used in this Agreement (including the Recitals hereto) that are not
defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the
Power Management and Administrative Services Agreement, dated October 1, 2014:
1.1.1 “Administrative Services Costs” means that portion of the NCPA
administrative, general and occupancy costs and expenses, including those costs and
expenses associated with the operations, direction and supervision of the general
affairs and activities of NCPA, general management, treasury operations, accounting,
budgeting, payroll, human resources, information technology, facilities management,
salaries and wages (including retirement benefits) of employees, facility operation and
maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums,
fees for legal, engineering, financial and other services, power management services,
general settlement and billing services and general risk management costs, that are
charged directly or apportioned to the provision of services under this Agreement.
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Administrative Services Costs as separately defined herein and used in the context of
this Agreement is different and distinct from the term Administrative Services Costs as
defined in Section 1 of the Power Management and Administrative Services
Agreement.
1.1.2 “Agreement” means this Third Phase Agreement, including all
Exhibits attached hereto.
1.1.3 “CAISO” means the California Independent System Operator
Corporation, or its functional successor.
1.1.4 “CAISO Tariff” means the duly authorized tariff, rules, protocols
and other requirements of the ISO, as amended from time to time.
1.1.5 "Capacity Rights” is defined in the PPA, Section 1.1; “Capacity
Rights” and that definition is hereby incorporated by reference.
1.1.6 “Constitutive Documents” means, with respect to NCPA, the Joint
Powers Agreement and any resolutions or bylaws adopted thereunder with respect to
the governance of NCPA, and with respect to each Participant, the California
Government Code and other statutory provisions applicable to such Participant, any
applicable agreements, charters, contracts, or other documents concerning the
formation, operation or decision making of such Participant, including, if applicable, its
city charter, and any codes, ordinances, bylaws, and resolutions adopted by such
Participant’s governing body.
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1.1.7 “Defaulting Participant” has the meaning set forth in Section 7.2.
1.1.8 “Energy” means electric energy expressed in units of kWh or
MWh.
1.1.9 “Environmental Attributes" is defined in the PPA, Section 1.1;
“Environmental Attributes” and that definition is hereby incorporated by reference.
1.1.10 “Event of Default” has the meaning set forth in Section 7.2.
1.1.11 RESERVED.
1.1.12 RESERVED.
1.1.13 “General Operating Reserve” means the NCPA General Operating
Reserve created through resolution of the Commission, as the same may be amended
from time to time.
1.1.14 “KWh” means kilowatt hour.
1.1.15 “MW” means megawatt.
1.1.16 “MWh” means megawatt hour.
1.1.17 “NCPA” has the meaning set forth in the recitals hereto.
1.1.18 “Participant” has the meaning set forth in the recitals of this
Agreement.
1.1.19 “Power Management and Administrative Services Agreement”
means the NCPA Power Management and Administrative Services Agreement, dated
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as of October 1, 2014 between NCPA and the Members who are signatories to that
agreement by which NCPA provides Power Management and Administrative Services.
1.1.20 “Product” is defined in the PPA, Section 1.1; “Products” and that
definition is hereby incorporated by reference.
1.1.21 “Project” or “PPA” means the Power Purchase Agreement, dated
as of ____________, 20__ between NCPA and Seller, under which NCPA, on behalf of
the Participants, purchases Product from the Zero Waste Energy Development
Company, LLC Facility located in San Jose, California, consisting of one existing
renewable biomass fuel generating plant. Upon final execution of the PPA, the Project
shall be deemed a NCPA Project in accordance with the Amended and Restated
Facilities Agreement. The PPA has been attached to this Agreement as Exhibit B.
1.1.22 “Project Costs” means all costs charged to and paid by NCPA
pursuant to the PPA.
1.1.23 “Party” or “Parties” has the meaning set forth in the preamble
hereto; provided that “Third Parties” are entities that are not Party to this Agreement.
1.1.24 “REC” or “Renewable Energy Certificate” means a certificate of
renewable energy generation from units that register in the WREGIS system, or other
commonly accepted renewable energy generation tracking system or program, which
can be used to verify compliance with state and provincial requirements such as RPS.
1.1.25 RESERVED.
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1.1.26 RESERVED.
1.1.27 “Revenue” means , with respect to each Participant, all income,
rents, rates, fees, charges, and other moneys derived by the Participant from the
ownership or operation of its Electric System, including, without limiting the generality
of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from
the sale, furnishing and supplying of electric capacity and energy and other services,
facilities, and commodities sold, furnished, or supplied through the facilities of its
Electric System; (b) the earnings on and income derived from the investment of such
income, rents, rates, fees, charges or other moneys to the extent that the use of such
earnings and income is limited by or pursuant to law to its Electric System; (c) the
proceeds derived by the Participant directly or indirectly from the sale, lease or other
disposition of all or a part of the Electric System; and (d) the proceeds derived by
Participant directly or indirectly from the consignment and sale of freely allocated
greenhouse gas compliance instruments into periodic auctions administered by the
State of California under the California Cap-and-Trade Program, provided that such
proceeds are a permitted use of auction proceeds, but the term Revenues shall not
include (i) customers' deposits or any other deposits subject to refund until such
deposits have become the property of the Participant or (ii) contributions from
customers for the payment of costs of construction of facilities to serve them.
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1.1.28 “RPS” or “Renewable Portfolio Standard Program” means the
State of California Renewable Portfolio Standard Program, as codified at California
Public Utilities Code Section 399.11, et seq.
1.1.29 “Scheduling Protocols” means the applicable provisions of the
Amended and Restated Scheduling Coordination Program Agreement, and any other
contractual or other arrangements between NCPA and the Participants concerning the
scheduling, delivery and metering of the PPA.
1.1.30 “Security Deposit” means the account established by NCPA and
funded by the Participants in accordance with Section 5, the funds of which are
available for use by NCPA in accordance with the terms and conditions hereof.
1.1.31 “Seller” means Zero Waste Energy Development Company, LLC,
as set forth in recital D of this Agreement, or as otherwise set forth in the PPA.
1.1.32 “Term” has the meaning set forth in Section 10.
1.1.33 “Third Party” means an entity (including a Member) that is not
Party to this Agreement
1.1.34 “WREGIS” means Western Renewable Energy Generation
Information System, or its functional successor.
1.2 Rules of Interpretation. As used in this Agreement (including the Recitals
hereto), unless in any such case the context requires otherwise: The terms “herein,”
“hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and
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not to any particular provision; the term “include,” “includes” or “including” shall mean
“including, for example and without limitation;” and references to a “Section,”
“subsection,” “clause,” “Appendix”, “Schedule”, or “Exhibit” shall mean a Section,
subsection, clause, Appendix, Schedule or Exhibit of this Agreement, as the case may be.
All references to a given agreement, instrument, tariff or other document, or law,
regulation or ordinance shall be a reference to that agreement, instrument, tariff or other
document, or law, regulation or ordinance as such now exists and as may be amended
from time to time, or its successor. A reference to a “person” includes any individual,
partnership, firm, company, corporation, joint venture, trust, association, organization or
other entity, in each case whether or not having a separate legal personality and includes
its successors and permitted assigns. A reference to a “day” shall mean a Calendar Day
unless otherwise specified. The singular shall include the plural and the masculine shall
include the feminine, and vice versa.
Section 2. Purpose. The purpose of this Agreement is to: (i) set forth the terms and
conditions under which NCPA shall enter into the PPA on behalf of the Participants, (ii)
authorize NCPA, acting on behalf of the Participants, to engage in all activities related to
that basic purpose, and (iii) specify the rights and obligations of NCPA and the
Participants with respect to the PPA.
Section 3. Sale and Purchase of Product. By executing this Agreement, each
Participant acknowledges and agrees to be bound by the terms and conditions of the
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Agreement, and that the Agreement is written as a “take-or-pay” agreement. Any Product
delivered to NCPA under the PPA shall be delivered to each Participant in proportion to
such Participant’s Project Participation Percentage as set forth in Exhibit A, and each
Participant shall accept and pay for its respective percentage of such Product. To the
extent a Participant is unable to accept such deliveries in full, NCPA shall dispose of such
surplus in its sole discretion, in such a manner to attempt to maximize Participant value
and that Participant shall reimburse to NCPA any costs incurred by NCPA in doing so.
Notwithstanding the above, NCPA may allocate Product procured through the PPA
among the Participants in such percentages as NCPA may, in its reasonable discretion,
determine are necessary, desirable, or appropriate, in order to accommodate Participant
transfer rights pursuant to Section 9.
3.1 Scheduling. Product delivered from Seller shall be scheduled for and to the
Participants in accordance with Scheduling Protocols, and the terms and conditions of the
PPA.
Section 4. Billing and Payments
4.1 Participant Payment Obligations. Each Participant agrees to pay to NCPA
each month its respective portion of the Project Costs, Administrative Services Costs,
scheduling coordination costs, and all other costs for services provided in accordance with
this Agreement and the Amended and Restated Facilities Agreement. In addition to the
aforementioned monthly payment obligations, each Participant is obligated to fund: (i)
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any and all required Security Deposits calculated in accordance with Section 5, and (ii) any
working capital requirements for the Project maintained by NCPA as determined,
collected and set forth in the Annual Budget.
4.2 Invoices. NCPA will issue an invoice to each Participant for its share of
Project Costs, Administrative Services Costs, scheduling coordination costs, and all other
costs for services provided in accordance with this Agreement and the Amended and
Restated Facilities Agreement. Such invoice may be either the All Resources Bill or
separate special invoice, as determined by NCPA. At NCPA’s discretion, invoices may be
issued to Participants using electronic media or physical distribution.
4.3 Payment of Invoices. All invoices delivered by NCPA (including the All
Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof;
provided, however, that any amount due on a day other than a Business Day may be paid
on the following Business Day.
4.4 Late Payments. Any amount due and not paid by a Participant in accordance
with Section 4.3 shall be considered late and bear interest computed on a daily basis until
paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America
NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate permitted by law.
4.5 Billing Disputes. A Participant may dispute the accuracy of any invoice
issued by NCPA under this Agreement by submitting a written dispute to NCPA, within
thirty (30) Calendar Days after the date of such invoice; nonetheless the Participant shall
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pay the full amount billed when due. If a Participant does not timely question or dispute
the accuracy of any invoice in writing, then the invoice shall be deemed to be correct.
Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect,
then NCPA shall issue a corrected invoice and refund any amounts that may be due to the
Participant. If NCPA and the Participant fail to agree on the accuracy of an invoice within
thirty (30) Calendar Days after the Participant has disputed it, then the General Manager
shall promptly submit the dispute to the Commission for resolution. If the Commission
and the Participant fail to agree on the accuracy of a disputed invoice within sixty (60)
Calendar Days after its submission to the Commission, then the dispute may then be
resolved under the mediation and arbitration procedures set forth in Section 12 of this
Agreement; provided, however, that prior to resorting to either mediation or arbitration
proceedings, the full amount of the disputed invoice must be paid by the Participant.
4.6 Billing/Settlement Data and Examination of Books and Records.
4.6.1 Settlement Data. NCPA shall make billing and settlement data
available to the Participants in the All Resources Bill, or other invoice, or upon request.
NCPA may also, at its sole discretion, make billing and settlement support information
available to Participants using electronic media (e.g. electronic data portal).
Procedures and formats for the provision of such electronic data submission may be
established by the Commission from time to time. Without limiting the generality of
the foregoing, NCPA may, in its reasonable discretion, require the Participants to
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execute a non-disclosure agreement prior to providing access to the NCPA electronic
data portal.
4.6.2 Examination of Books and Records. Any Participant to this
Agreement shall have the right to examine the books and records created and
maintained by NCPA pursuant to this Agreement at any reasonable, mutually agreed
upon time.
Section 5. Security Deposit Administration
5.1 Security Deposit Requirements. Each Participant agrees that any funds
deposited at NCPA to satisfy Participant’s Security Deposit requirements pursuant to this
Agreement shall be irrevocably committed and held by NCPA in the General Operating
Reserve, and that such funds may be used by NCPA in accordance with Section 5.1.3.
Each Participant’s Security Deposit will be accounted separately from and in addition to
any other security accounts or deposits maintained pursuant to any other agreement
between NCPA and the Participant, or any other such security account or deposits
required of Members. In connection with fulfilling the Security Deposit requirements of
this Agreement, Participant may elect to use its uncommitted funds held in the General
Operating Reserve to satisfy in whole or in part its Security Deposit required under
Section 5. If Participant chooses to satisfy in whole or in part its security requirements
using its uncommitted funds held in the General Operating Reserve, then Participant is
required to execute and deliver to NCPA an Irrevocable Letter of Direction, directing
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NCPA to utilize Participant’s uncommitted General Operating Reserve funds for such
purposes, and the designated funds will thereafter be irrevocably committed and held by
NCPA to satisfy the requirements of this Agreement.
5.1.1 Initial Amounts. Each Participant shall insure that sufficient
Security Deposit funds have been deposited with and are held by NCPA equal to no
more than the highest three (3) months of estimated Project Costs, as estimated by
NCPA. Such Security Deposit requirement may be satisfied by Participant in whole or
part either in cash, through irrevocable commitment of its uncommitted funds held in
the General Operating Reserve in accordance with Section 5.1, or through a clean,
irrevocable letter of credit satisfactory to NCPA’s General Manager.
5.1.2 Subsequent Deposits. Periodically, and at least quarterly, NCPA
shall review and revise its estimate of Project Costs for which Participant shall be
obligated to pay under this Agreement. Following such review, NCPA shall determine
whether each Participant has a sufficient Security Deposit balance at NCPA. To the
extent that any Participant’s Security Deposit balance is greater than one hundred and
ten percent (110%) of the amount required herein, NCPA shall credit such amount as
soon as practicable to the Participant’s next following All Resources Bill, or by separate
special invoice. To the extent that any Participant’s Security Deposit balance is less
than ninety percent (90%) of the amount required herein, NCPA shall add such amount
as soon as practicable to such Participant’s next All Resources Bill, or as necessary, to a
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special invoice to be paid by Participant upon receipt. Credits or additions shall not be
made to Participants who satisfy these Security Deposit requirements in whole through
the use of a letter of credit; provided, that the amount of the letter of credit shall be
adjusted, as required from time to time, in a like manner to assure an amount equal to
the highest three (3) months of estimated Project Costs is available to NCPA.
5.1.3 Use of Security Deposit Funds. NCPA may use any and all
Security Deposit funds held by NCPA (or utilize a letter of credit provided in lieu
thereof) to pay any costs it incurs hereunder, including making payments to Seller,
without regard to any individual Participant’s Security Deposit balance or
proportionate share of Project Costs, and irrespective of whether NCPA has issued an
All Resources Bill or special invoice for such costs to the Participants or whether a
Participant has made timely payments of All Resources Bills or special invoices.
Should Participant have satisfied its Security Deposit requirements in whole or part
through a letter of credit, NCPA may draw on such letter of credit to satisfy
Participant’s obligations hereunder at NCPA’s sole discretion. Notwithstanding the
foregoing, if any Participant fails to pay any costs incurred by NCPA pursuant to this
Agreement, NCPA shall first use that non-paying Participant’s Security Deposit and
shall not use any other Participants’ Security Deposit until such non-paying
Participant’s Security Deposit has been exhausted.
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5.1.4 Accounting. If Security Deposit funds or a letter of credit are used
by NCPA to pay any costs it incurs hereunder as described in Section 5.1.3, then NCPA
will maintain a detailed accounting of each Participant’s shares of funds withdrawn,
and upon the collection of all or a part of such withdrawn funds, NCPA will credit
back to each non-defaulting Participant the funds collected in proportion to such non-
defaulting Participant’s share of funds initially withdrawn.
5.1.5 Emergency Additions. In the event that funds are withdrawn
pursuant to Section 5.1.3, or if the Security Deposit held by NCPA is otherwise
insufficient to allow for NCPA to pay any invoice, demand, request for further
assurances by Seller, or claims, NCPA shall notify all Participants of the deficiency. In
conjunction with such notice, NCPA shall send a special or emergency assessment
invoice to the Participant or Participants that caused or are otherwise responsible for
the deficiency. Each Participant of such an invoice shall pay to NCPA such assessment
when and if assessed by NCPA within two (2) Business Days of the invoice date of the
assessment, or shall consent to and direct NCPA to draw on any existing letter of credit
Participant has established for such purposes. In the event that the Participant or
Participants that caused or are otherwise responsible for the deficiency cannot, does
not or will not pay to NCPA the special or emergency assessment within two (2)
Business Days after the invoice date, NCPA shall immediately submit a special or
emergency invoice to all remaining Participants, and such remaining Participants shall
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pay to NCPA such assessment within two (2) Business Days after the invoice date of
the assessment, or shall consent to and direct NCPA to draw on any existing letter of
credit that Participant has established for such purposes.
5.1.6 Security Deposit Interest. NCPA shall maintain a detailed
accounting of each Participant’s Security Deposits, and withdrawals of such funds,
held by NCPA. Security Deposits held by NCPA shall be invested by NCPA in
accordance with the General Operating Reserve policies and investment policies
adopted by the NCPA Commission. Interest earned on the Security Deposit funds
shall be proportionately credited to the Participants in accordance with their weighted
average balances held therein. Any Security Deposit losses caused by early
termination of investments shall be allocated among the Participants in accordance
with the General Operating Reserve provisions and guidelines approved by the
Commission, as the same may be amended from time to time; provided, however, to
the extent that either the General Operating Reserve provisions and guidelines do not
apply or the Security Deposit is not adequate to cover the losses, then such losses shall
be allocated among the Participants in accordance with their proportionate Security
Deposit balances.
5.1.7 Return of Funds. Upon termination or a permitted withdrawal of
a Participant in accordance with this Agreement, the affected Participant may apply to
NCPA for the return of their share of Security Deposit funds ninety (90) days after the
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effective date of such termination or withdrawal. However, NCPA shall, in its sole but
reasonable discretion, as determined by the NCPA General Manager, estimate the then
outstanding liabilities of the Participant, including any estimated contingent liabilities
and shall retain all such funds, if any, until all such liabilities have been fully paid or
otherwise satisfied in full. After all such liabilities have been satisfied in full, as
determined by NCPA’s General Manager, any remaining balance of the Participant’s
share of the Security Deposit will be refunded to the Participant within sixty (60) days
thereafter.
Section 6. Cooperation and Further Assurances. Each of the Parties agree to provide
such information, execute and deliver any instruments and documents and to take such
other actions as may be necessary or reasonably requested by any other Party which are
consistent with the provisions of this Agreement and which do not involve the assumption
of obligations other than those provided for in this Agreement, in order to give full effect
to this Agreement and to carry out the intent of this Agreement. The Parties agree to
cooperate and act in good faith in connection with obtaining any credit support required
in order to satisfy the requirements of this Agreement.
Section 7. Participant Covenants and Defaults
7.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from
its Electric System Revenues, of its obligations under this Agreement as an operating
expense of its Electric System; (ii) to fix the rates and charges for services provided by its
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Electric System, so that it will at all times have sufficient Revenues to meet the obligations
of this Agreement, including the payment obligations; (iii) to make all such payments due
NCPA under this Agreement whether or not there is an interruption in, interference with,
or reduction or suspension of services provided under this Agreement, such payments not
being subject to any reduction, whether by offset or otherwise, and regardless of whether
any reasonable dispute exists; and (iv) to operate its Electric System, and the business in
connection therewith, in accordance with Good Utility Practices.
7.2 Events of Default. An Event of Default under this Agreement shall exist
upon the occurrence of any one or more of the following by a Participant (the “Defaulting
Participant”):
(i) the failure of any Participant to make any payment in full to NCPA when
due;
(ii) the failure of a Participant to perform any covenant or obligation of this
Agreement where such failure is not cured within thirty (30) Calendar Days following
receipt of a notice from NCPA demanding cure; provided, that this subsection shall not
apply to any failure to make payments specified by subsection 7.2 (i));
(iii) if any representation or warranty of a Participant material to the services
provided hereunder shall prove to have been incorrect in any material respect when made
and the Participant does not cure the facts underlying such incorrect representation or
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warranty so that the representation or warranty becomes true and correct within thirty
(30) Calendar Days after the date of receipt of notice from NCPA demanding cure; or
(iv) if a Participant is in default or in breach of any of its covenants or
obligations under any other agreement with NCPA and such default or breach is not cured
within the time periods specified in such agreement.
7.3 Uncontrollable Forces. A Party shall not be considered to be in default in
respect of any obligation hereunder if prevented from fulfilling such obligation by reason
of Uncontrollable Forces; provided, that in order to be relieved of an Event of Default due
to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone
communication within two (2) Business Days after the onset of the Uncontrollable Force,
and provide subsequent written notice to the General Manager and all other Parties within
ten (10) Business Days after the onset of the Uncontrollable Force, describing its nature
and extent, the obligations which the Party is unable to fulfill, the anticipated duration of
the Uncontrollable Force, and the actions which the Party will undertake so as to remove
such disability and be able to fulfill its obligations hereunder; and
(ii) use due diligence to place itself in a position to fulfill its obligations
hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such
Party shall exercise due diligence to remove such disability with reasonable dispatch ;
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provided, that nothing in this subsection shall require a Party to settle or compromise a
labor dispute.
7.4 Cure of an Event of Default. An Event of Default shall be deemed cured only
if such default shall be remedied or cured within the time periods specified in Section 7.2
above, as may be applicable, provided, however, upon request of the Defaulting
Participant the Commission may waive the default at its sole discretion, where such
waiver shall not be unreasonably withheld.
7.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event
of Default which is not cured within the time limits specified in Section 7.2, without
limiting other rights or remedies available under this Agreement, at law or in equity, and
without constituting or resulting in a waiver, release or estoppel of any right, action or
cause of action NCPA may have against the Defaulting Participant, NCPA may take any
or all of the following actions:
(i) suspend the provision of services under this Agreement to such
Defaulting Participant; or
(ii) demand that the Defaulting Participant provide further assurances to
guarantee the correction of the default, including the collection of a surcharge or increase
in electric rates, or such other actions as may be necessary to produce necessary Revenues
to correct the default.
7.6 Effect of Suspension.
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7.6.1 Generally. The suspension of this Agreement will not terminate,
waive, or otherwise discharge any ongoing or undischarged liabilities, credits or
obligations arising from this Agreement until such liabilities, credits or obligations are
satisfied in full.
7.6.2 Suspension. If performance of all or any portion of this Agreement
is suspended by NCPA with respect to a Participant in accordance with subsection
7.5(i), then such Participant shall pay any and all costs incurred by NCPA as a result of
such suspension including reasonable attorney’s fees, the fees and expenses of other
experts, including auditors and accountants, or other reasonable and necessary costs
associated with such suspension and any portion of the Project Costs, scheduling and
dispatch costs, and Administrative Services Costs that were not recovered from such
Participant as a result of such suspension.
Section 8. Administration of Agreement
8.1 Commission. The Commission is responsible for the administration of this
Agreement. Each Participant shall be represented by its Commissioner or their designated
alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each
Commissioner shall have authority to act for the Participant represented with respect to
matters pertaining to this Agreement.
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8.2 Forum. Whenever any action anticipated by this Agreement is required to be
jointly taken by the Participants, such action shall be taken at regular or special meetings
of the NCPA Commission.
8.3 Quorum. For purposes of acting upon matters that relate to administration
of this Agreement, a quorum of the Participants shall consist of those Commissioners, or
their designated Alternate, representing a numerical majority of the Participants.
8.4 Voting. Each Participant shall have the right to cast one vote with respect to
matters pertaining to this Agreement. A unanimous vote of all Participants shall be
required for action regarding: (i) any transfer of rights to a Third Party as described in
Section 9 of this Agreement; and (ii) for matters related to any of the following actions as
provided for in the PPA: (a) exercising any early termination provisions as set forth in
Section 2.4 of the PPA, and (b) exercising any assignment rights as set forth in Section 12.7
of the PPA. For all other matters pertaining to this Agreement, a majority vote of the
Participants shall be required for action.
Section 9. Transfer of Rights by Participants
9.1 A Participant has the right to make transfers, sales, assignments and
exchanges (collectively “transfers(s)”) of any portion of its Project Participation Percentage
and rights thereto, subject to the approval provisions in Section 8.4 of this Agreement,
provided that the transferee satisfies all applicable criterion in the PPA. If a Participant
desires to transfer a portion or its entire share of the Project for a specific time interval, or
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permanently, then NCPA will, if requested by such Participant, use its best efforts to
transfer that portion of the Participant’s share of the Project.
9.2 Before a Participant may transfer an excess Project share pursuant to Section
9.1 to any person or entity other than a Participant, it shall give all other Participants the
right to purchase the share on the same terms and conditions. Before a Participant may
transfer an excess Project share pursuant to section 9.1 to any person or entity other than a
Member, it shall give all Members the right to purchase the share on the same terms and
conditions. Such right shall be exercised within thirty (30) days of receipt of notice of said
right.
No transfer shall relieve a Participant of any of its obligations under this
Agreement except to the extent that NCPA receives payment of these obligations from a
transferee.
Section 10. Term and Termination. This Agreement shall become effective when it has
been duly executed by all Participants, and delivered to and executed by NCPA (the
“Effective Date”). NCPA shall notify all Participants in writing of the Effective Date. The
Term of this Agreement shall be coterminous with the PPA, and shall commence on the
Effective Date, and shall continue through the term of the PPA.
Section 11. Withdrawal of Participants. No Participant may withdraw from this
Agreement except as otherwise provided for herein.
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Section 12. Settlement of Disputes and Arbitration. The Parties agree to make best
efforts to settle all disputes among themselves connected with this Agreement as a matter
of normal business under this Agreement. The procedures set forth in Section 10 of the
Power Management and Administrative Services Agreement shall apply to all disputes
that cannot be settled by the Participants themselves; provided, that the provisions of
Section 4.5 shall first apply to all disputes involving invoices prepared by NCPA.
Section 13. Miscellaneous
13.1 Confidentiality. The Parties will keep confidential all confidential or trade
secret information made available to them in connection with this Agreement, to the extent
possible, consistent with applicable laws, including the California Public Records Act.
Confidential or trade secret information shall be marked or expressly identified as such.
If a Party (“Receiving Party”) receives a request from a Third Party for access to, or
inspection, disclosure or copying of, any other Party’s (the “S upplying Party”) confidential
data or information, which the Receiving Party has possession of (“Disclosure Request”),
then the Receiving Party shall provide notice and a copy of the Disclosure Request to the
Supplying Party within three (3) Business Days after receipt of the Disclosure Request.
Within three (3) Business Days after receipt of such notice, the Supplying Party shall
provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for
denying or objecting to the Disclosure Request, and the Supplying Party requests the
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Receiving Party to deny or object to the Disclosure Request with respect to identified
confidential information. In such case, the Receiving Party shall deny the Disclosure
Request and the Supplying Party shall defend the denial of the Disclosure Request at its
sole cost, and it shall indemnify the Receiving Party for all costs associated with denying
or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the
Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with
respect to denial of or objection to the Disclosure Request, including but not limited to
costs, penalties, and the Receiving Party’s attorney’s fees; or
(ii) that the Receiving Party may grant the Disclosure Request without any
liability by the Receiving Party to the Supplying Party.
13.2 Indemnification and Hold Harmless. Subject to the provisions of Section
13.4, each Participant agrees to indemnify, defend and hold harmless NCPA and its
Members, including their respective governing boards, officials, officers, agents, and
employees, from and against any and all claims, suits, losses, costs, damages, expenses
and liability of any kind or nature, including reasonable attorneys’ fees and the costs of
litigation, including experts, to the extent caused by any acts, omissions, breach of
contract, negligence (active or passive), gross negligence, recklessness, or willful
misconduct of that Participant, its governing officials, officers, emplo yees, subcontractors
or agents, to the maximum extent permitted by law.
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13.3 Several Liabilities. No Participant shall, in the first instance, be liable under
this Agreement for the obligations of any other Participant or for the obligations of NCPA
incurred on behalf of other Participants. Each Participant shall be solely responsible and
liable for performance of its obligations under this Agreement, except as otherwise
provided for herein. The obligation of each Participant under this Agreement is, in the
first instance, a several obligation and not a joint obligation with those of the other
Participants.
Notwithstanding the foregoing, the Participants acknowledge that any debts
or obligations incurred by NCPA under this Agreement on behalf of any of them shall be
borne solely by such Participants in proportion to their respective Project Participation
Percentages, and not by non-Participant Members of NCPA, pursuant to Article IV,
Section 3(b) of the Joint Powers Agreement.
In the event that a Participant should fail to pay its share of the debts or
obligations incurred by NCPA as required by this Agreement, the remaining Participants
shall, in proportion to their Project Participation Percentages, pay such unpaid amounts
and shall be reimbursed by the Participant failing to make such payments.
13.4 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF
THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES
IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER
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DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF
DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES
AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL NCPA OR ANY
PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES,
DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST
PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, OR
INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF
GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH CLAIMS AND
RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH
LIABILITY.
The Parties acknowledge that California Civil Code section 1542 provides that: “A general
release does not extend to claims which the creditor does not know or suspect to exist in
his or her favor at the time of executing the release, which if known by him or her must
have materially affected his or her settlement with the debtor.” The Parties waive the
provisions of section 1542, or other similar provisions of law, and intend that the waiver
and release provided by this Section of this Agreement shall be fully enforceable despite
its reference to future or unknown claims.
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13.5 Waiver. No waiver of the performance by a Party of any obligation under
this Agreement with respect to any default or any other matter arising in connection with
this Agreement shall be effective unless given by the Commission or the governing body
of a Participant, as applicable. Any such waiver by the Commission in any particular
instance shall not be deemed a waiver with respect to any subsequent performance,
default or matter.
13.6 Amendments. Except where this Agreement specifically provides otherwise,
this Agreement may be amended only by written instrument executed by the Parties with
the same formality as this Agreement.
13.7 Assignment of Agreement.
13.7.1 Binding Upon Successors. This Agreement shall inure to the
benefit of and shall be binding upon the respective successors and assignees of the
Parties to this Agreement.
13.7.2 No Assignment. Neither this Agreement, nor any interest herein,
shall be transferred or assigned by a Party hereto except with the consent in writing of
the other Parties hereto, which consent shall not be unreasonably withheld.
13.8 Severability. In the event that any of the terms, covenants or conditions of
this Agreement or the application of any such term, covenant or condition, shall be held
invalid as to any person or circumstance by any court having jurisdiction, all other terms,
covenants or conditions of this Agreement and their application shall not be affected
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thereby, but shall remain in force and effect unless the court holds that such provisions are
not severable from all other provisions of this Agreement.
13.9 Governing Law. This Agreement shall be interpreted, governed by, and
construed under the laws of the State of California.
13.10 Headings. All indices, titles, subject headings, section titles and similar items
are provided for the purpose of convenience and are not intended to be inclusive,
definitive, or affect the meaning of the contents of this Agreement or the scope thereof.
13.11 Notices. Any notice, demand or request required or authorized by this
Agreement to be given to any Party shall be in writing, and shall either be personally
delivered to a Participant’s Commissioner or Alternate, and to the General Manager, or
shall be transmitted to the Participant and the General Manager at the addresses shown on
the signature pages hereof. The designation of such addresses may be changed at any
time by written notice given to the General Manager who shall thereupon give written
notice of such change to each Participant. All such notices shall be deemed delivered
when personally delivered, two (2) Business Days after deposit in the United States mail
first class postage prepaid, or on the first Business Day following delivery through
electronic communication.
13.12 Warranty of Authority. Each Party represents and warrants that it has been
duly authorized by all requisite approval and action to execute and deliver this Agreement
and that this Agreement is a binding, legal, and valid agreement enforceable in accordance
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with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA
a resolution of the governing body of such Participant eviden cing approval of and
authority to enter into this Agreement.
13.13 Counterparts. This Agreement may be executed in any number of
counterparts, and each executed counterpart shall have the same force and effect as an
original instrument and as if all the signatories to all of the counterparts had signed the
same instrument. Any signature page of this Agreement may be detached from any
counterpart of this Agreement without impairing the legal effect of any signatures thereon,
and may be attached to another counterpart of this Agreement identical in form hereto but
having attached to it one or more signature pages.
13.14 Venue. In the event that a Party brings any action under this Agreement, the
Parties agree that trial of such action shall be vested exclusively in the state courts of
California in the County of Placer or in the United States District Court for the Eastern
District of California.
13.15 Attorneys’ Fees. If a Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provisions of this Agreement, then
each Party shall bear its own fees and costs, including attorneys’ fees, associated with the
action.
13.16 Counsel Representation. Pursuant to the provisions of California Civil Code
Section 1717 (a), each of the Parties were represented by counsel in the negotiation and
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execution of this Agreement and no one Party is the author of this Agreement or any of its
subparts. Those terms of this Agreement which dictate the responsibility for bearing any
attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent
with the provisions of Section 13.2 were intentionally so drafted by the Parties, and any
ambiguities in this Agreement shall not be interpreted for or against a Party by reason of
that Party being the author of the provision.
13.17 No Third Party Beneficiaries. Nothing contained in this Agreement is
intended by the Parties, nor shall any provision of this Agreement be deemed or construed
by the Parties, by any third person or any Third Parties, to be for the benefit of any Third
Party, nor shall any Third Party have any right to enforce any provision of this Agreement
or be entitled to damages for any breach by the Parties of any of the provisions of this
Agreement.
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IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its
duly authorized representative shown below, executed and delivered a counterpart of this
Agreement.
NORTHERN CALIFORNIA
POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: General Counsel
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: City Attorney
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
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THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
CITY OF PALO ALTO
160 Palo Alto Avenue
Palo Alto, CA 94301
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
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EXHIBIT A
PROJECT PARTICIPATION PERCENTAGES
The following is a list of the Participants who are signatory to this Agreement, and their
respective Project Participation Percentage share of the Project.
Participants
City of Santa Clara; 1.07 MW or 66.88%
City of Palo Alto; 0.53 MW or 33.13%
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EXHIBIT B
PPA
The Power Purchase Agreement between Zero Waste Energy Development
Company, LLC and Northern California Power Agency has been attached to this
Agreement as Exhibit B.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: February 26, 2024
Report #:2310-2130
TITLE
Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add
$766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction
Management Services for the New Public Safety Building Capital Improvement Program Project
(PE- 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No.
S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not
to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract
Term for the New Public Safety Building Capital Improvement Program project (PE- 15001);
CEQA: Environmental Impact Report for the New Public Safety Building and New California
Avenue Area Parking Garage (Resolution No. 9772)
RECOMMENDATION
Staff recommends that Council:
1. Approve and authorize the City Manager or their designee to execute Amendment No. 6
to Contract No. C16163034A with Nova Partners, Inc. to add $766,919, increasing the
not to exceed amount to $9,647,825 and to extend the contract term through July 31,
2025, for Construction Management Services for the New Public Safety Building project
(PE-15001); and
2. Approve and authorize the City Manager or their designee to execute Amendment No. 2
to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to add
$9,600, increasing the not to exceed amount to $20,200, for additional Professional
Services and extend the contract term through December 31, 2024.
BACKGROUND
The New Public Safety Building (PSB) (PE-15001) is one of ten key projects included in the 2014
Council Infrastructure Plan. The PSB was identified as the plan’s highest priority project, and its
environmental impacts were analyzed with the 350 Sherman Avenue parking garage project for
the purposes of complying with the California Environmental Quality Act (CEQA). The parking
garage opened in December 2020. On February 1, 2021, Council approved the award of the
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construction contract for the PSB to Swinerton Builders (Swinerton) and authorized execution
and delivery of one series of Certificates of Participation (COPs) in an amount not to exceed
$120 million to finance PSB construction.1
On June 13, 2016, Council authorized a contract with Nova Partners, Inc. (Nova) for program
management and construction management services for the Infrastructure Plan projects
implementation.2 On November 27, 2017, Amendment No. 1 to Nova’s contract added
construction management services for the Fire Station #3 replacement project.3 On February
21, 2018, Amendment No. 2 to Nova’s contract updated the hourly rate schedules for years
2018 and 2019. On December 10, 2018, Amendment No. 3 to Nova’s contract added
construction management, special inspection and testing for the California Avenue Parking
Garage.4 On February 1, 2021, Amendment No. 4 to Nova’s contract added the construction
management, special inspection and testing for the PSB.5 On July 31, 2023, Amendment No. 5
to Nova’s contract extended the time of the contract through January 2024.
ANALYSIS
Staff recommends approval of Amendment No. 6 (Attachment A) to the contract with Nova
Partners, Inc., which provides additional funding for four significant scopes of work, as well as a
10% replenishment in the amount of $69,720 to address other potential construction
management services and testing needs for the project.
The four significant scopes of work in Nova’s contract include Construction Management
Services (performed by Nova Partners Inc.), Specialty Scheduling Services (performed by
Rowecon, LLC.), Special Testing & Inspection Services (performed by Consolidated Engineering
Laboratories (CEL), and Photo-Documentation (performed by Multi-Vista). The extension of
construction management services is instrumental to meet the project needs and projected
project completion date.
Staff recommends the approval of Amendment No. 2 (Attachment B) to the contract with
Schaaf and Wheeler Consulting Civil Engineers. Schaaf and Wheeler Consulting Civil Engineers
1 City Council, February 1, 2021; Agenda Item #3, SR #11752
2 City Council, June 13, 2016; Agenda Item #5, SR #6809
3 City Council, November 27, 2017; Agenda Item #7, SR #8561
4 City Council, December 10, 2018; Agenda Item #15, SR #9688
5 City Council, February 1, 2021; Agenda Item #3, SR #11752
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Amendment No. 2 extends the contract term and provides additional funding for stormwater
construction observation and certification services.
Move-in
timelines project the PSB to be fully operational in Spring 2024, subject to unforeseen
construction impacts such as weather or other impacts.
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
6
ATTACHMENTS
APPROVED BY:
6 Resolution 9772, https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-
9772.pdf?t=40475.53
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Vers.: Aug. 5, 2019
Page 1 of 7
AMENDMENT NO. 6 TO CONTRACT NO. C16163034A
BETWEEN THE CITY OF PALO ALTO AND
NOVA PARTNERS, INC.
This Amendment No. 6 (this “Amendment”) to Contract No. C16163034A (the “Contract” as defined
below) is entered into as of February 26, 2024, by and between the CITY OF PALO ALTO, a California chartered
municipal corporation (“CITY”), and NOVA PARTNERS, INC., a California corporation, located at 201 Moffett Blvd.,
Mountain View, CA 94043 (“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 Project and Program Management Services to complete the infrastructure plan for nine
major projects approved by City Council in 2014 (“Project”), as detailed therein.
B. The Parties entered into Amendment No. 1 to add Construction Management (CM) services for the
Fire Station 3 Replacement Project to the scope of services and to increase the compensation by Three Hundred
Fifty-Nine Thousand Two Hundred Sixty-Four Dollars ($359,264) from Four Million Two Hundred Thousand Four
Hundred Seventy-One Dollars ($4,200,471) to Four Million Five Hundred Fifty-Nine Thousand Seven Hundred
Thirty-Five Dollars ($4,559,735), as detailed therein.
C. The Parties entered into Amendment No. 2 to include the Hourly Rate Schedule for years 2018 and
2019, as detailed therein.
D. The Parties entered into Amendment No. 3 to add Construction Management (CM) services for the
New California Avenue Area Parking Garage Project to the scope of services and to increase the compensation by
One Million Two Hundred Forty-Nine Thousand One Hundred Ninety-Three Dollars ($1,249,193), from Four Million
Five Hundred Fifty-Nine Thousand Seven Hundred Thirty-Five Dollars ($4,559,735) to a new not-to-exceed amount
of Five Million Eight Hundred Eight Thousand Nine Hundred Twenty-Eight Dollars ($5,808,928), as detailed therein.
E. The Parties entered into Amendment No. 4 to add Construction Management (CM) services for the
New Public Safety Building Project to the scope of services and to increase the compensation by Three Million
Seventy-One Thousand Nine Hundred Seventy-Eight Dollars ($3,071,978), from Five Million Eight Hundred Eight
Thousand Nine Hundred Twenty-Eight Dollars ($5,808,928) to a new total not-to-exceed amount of Eight Million
Eight Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906), as detailed therein.
F. In accordance with Palo Alto Municipal Code section 2.30.290, the Parties entered into Amendment
No. 5 to extend the contract term for six months, through January 31, 2024 at no additional cost to the City, as
detailed therein.
G. The Parties now wish to amend the Contract to extend the contract term for eighteen months through
July 31, 2025 and increase compensation by Seven Hundred Sixty-Six Thousand Nine Hundred Nineteen Dollars
($766,919) from Eight Million Eight Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906) to a new not-
to-exceed amount of Nine Million Six Hundred Forty-Seven Thousand Eight Hundred Twenty-Five Dollars
($9,647,825) in order to provide continued services to manage the Public Safety Building, as detailed herein.
DocuSign Envelope ID: D629A107-898D-4839-8F5D-60FCF5315928
Item 6
Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
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Vers.: Aug. 5, 2019
Page 2 of 7
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. C16163034A between
CONSULTANT and CITY, dated June 13, 2016., as amended by:
Amendment No.1, dated November 27, 2017
Amendment No.2, dated February 21, 2018
Amendment No.3, dated December 10, 2018
Amendment No.4, dated February 1, 2021
Amendment No.5, dated July 31, 2023
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 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as
follows:
“The compensation to be paid to CONSULTANT for performance of the Services 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 Eight Million Seven Hundred Seventy
Thousand Seven Hundred Fifty Dollars ($8,7770,750) . The hourly schedule of rates, if applicable, is set out in
Exhibit “C-1,” entitled “SCHEDULE OF RATES,” Exhibit “C-2,” entitled “SCHEDULE OF RATES, AMENDMENT NO.3,”
or Exhibit “C-3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,” as applicable. 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 Eight Hundred Seventy-Seven Thousand Seventy-Five Dollars ($877,075) 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 Nine Million Six
Hundred Forty-Seven Thousand Eight Hundred Twenty-Five Dollars ($9,647,825), 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,” entitled “SCOPE OF
SERVICES”; Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”; Exhibit “A-2”, entitled “SCOPE OF
SERVICES, AMENDMENT NO. 3, ADDED”; and Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 4,
ADDED” (collectively, also referred to in this Agreement as the “Basic Services”). 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
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Item 6
Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report Pg. 5 Packet Pg. 87 of 318
Vers.: Aug. 5, 2019
Page 3 of 7
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,” entitled “SCHEDULE OF RATES”, Exhibit “C-2,” entitled “SCHEDULE
OF RATES, AMENDMENT NO.3,” or Exhibit “C-3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,” as
applicable, or a negotiated lump sum provided such a sum is less costly to the CITY.
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 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below,
to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this
Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “EXHIBIT B-3 SCHEDULE OF PERFORMANCE, AMENDMENT NO. 6”,
AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “EXHIBIT C COMPENSATION, AMENDMENT NO. 6”, AMENDED,
REPLACES PREVIOUS.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract,
including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are
fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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Item 6
Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report Pg. 6 Packet Pg. 88 of 318
Vers.: Aug. 5, 2019
Page 4 of 7
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
NOVA PARTNERS, INC.
Officer 1
By:___________________________
Name:________________________
Title:__________________________
Officer 2
By:____________________________
Name:_________________________
Title:___________________________
Attachments:
Exhibit “B” entitled “EXHIBIT B-3 SCHEDULE OF PERFORMANCE, AMENDMENT No. 6”, (AMENDED, REPLACES
PREVIOUS)
Exhibit “C” entitled “EXHIBIT C COMPENSATION, AMENDMENT NO. 6” (AMENDED, REPLACES PREVIOUS)
DocuSign Envelope ID: D629A107-898D-4839-8F5D-60FCF5315928
Principal
David Marks
Bob Olson, Principal
Principal
Item 6
Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report Pg. 7 Packet Pg. 89 of 318
Vers.: Aug. 5, 2019
Page 5 of 7
EXHIBIT “B-3”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 6
(AMENDED-REPLACES PREVIOUS)
CONSULTANT shall commence performance of Task 5.3 (Construction Management Services for the New Public
Safety Building) of Exhibit “A-3”, upon issuance of Notice to Proceed through the duration of the project unless
earlier terminated by CITY in its sole discretion. For information purposes, Task 5.3 is expected to be performed
from January 1, 2021 through July 31, 2025 and consist of a total duration of 55 months from commencement of
construction; however, that timeframe may be modified by CITY as project needs require.
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Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
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Vers.: Aug. 5, 2019
Page 6 of 7
EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 6
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the 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 schedule of rates attached as Exhibit “C-1”, Exhibit “C-2”, and/or Exhibit “C-3,” as applicable, up to
the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project
Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed
below provided the total compensation for Basic Services, including specified reimbursable expenses, and the
total compensation for Additional Services, do not exceed the amounts set forth in Section 4 of this Agreement.
REIMBURSABALE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house
printing, insurance and other ordinary business expenses are included within the scope of payment for services
and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses
at cost up to the not-to-exceed amount of: $16,000. Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual
cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto
employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and
postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense
anticipated to be more than $1,000 shall be approved in advance by the CITY’s
project manager.
(CONTINUED ON THE NEXT PAGE)
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Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report Pg. 9 Packet Pg. 91 of 318
Vers.: Aug. 5, 2019
Page 7 of 7
BUDGET SCHEDULE
DESCRIPTION NOT-TO-EXCEED AMOUNT
BASIC SERVICES Year 1 Year 2 Year 3 Amend 4 Amend 6 Total
Task 1.1: Project
Management, Planning, and
Coordination (Projects 1-9) $140,898 $140,898 $140,898 $0 $0 $422,694
Task 1.2: Project
Management System
(Projects 1-9) $175,000 $100,000 $100,000 $0 $0 $375,000
Task 2: Acquisition and
management of project
consultants (Projects 1-3) $144,975 $144,975 $144,975 $0 $0 $434,925
Task 3: Design/Document
reviews (Projects 1-3) $206,762 $206,762 $206,762 $0 $0 $620,286
Task 4: Pre-Construction
services (Projects 1-3) $283,650 $283,650 $283,650 $0 $0 $850,950
Task 5.1: Construction
Management services for
Fire Station 3 Replacement $0 $326,604 $0 $0 $0 $326,604
Task 5.2: Construction
Management services for
New California Avenue Area
Parking Garage $0 $0 $1,135,630 $0 $0 $1,135,630
Task 5.3: Construction
Management services for
New Public Safety Building $0 $0 $0 $2,792,707 $697,199 $3,489,906
Task 6: Budget and schedule
management (Projects 1-9) $63,985 $63,985 $63,985 $0 $0 $191,955
Task 7.1: On-call services for
Transportation Projects $333,400 $253,400 $0 $0 $0 $586,800
Task 7.2: On-call services
(allowance) $100,000 $100,000 $100,000 $0 $0 $300,000
TOTAL BASIC SERVICES $1,448,670 $1,620,274 $2,175,900 $2,792,707 $697,199 $8,734,750
REIMBURSABLE EXPENSES $12,000 $12,000 $12,000 $0 $0 $36,000
TOTAL BASIC
SERVICES AND
REIMBURSABLES $1,460,670 $1,632,274 $2,187,900 $2,792,707 $697,199 $8,770,750
ADDITIONAL SERVICES –
10% OF ABOVE $146,067 $163,227 $218,790 $279,271 $69,720 $877,075
TOTAL NOT-TO-EXCEED
AMOUNT $1,606,737 $1,795,501 $2,406,690 $3,071,978 $766,919 $9,647,825
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Item 6
Attachment A - Nova
Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report Pg. 10 Packet Pg. 92 of 318
Vers.: Aug. 5, 2019
Page 1 of 8
AMENDMENT NO. 2 TO CONTRACT NO. S20177452
BETWEEN THE CITY OF PALO ALTO AND
SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS
This Amendment No. 2 (this “Amendment”) to Contract No. S20177452 (the “Contract” as
defined below) is entered into as of the February 26, 2024, by and between the CITY OF PALO
ALTO, a California chartered municipal corporation (“CITY”), and SCHAAF & WHEELER
CONSULTING CIVIL ENGINEERS, located at 4699 Old Ironsides Drive, Suite 350, Santa Clara, CA
95054 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively herein as the
“Parties”.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties to
provide final plan review and certification of the Stormwater Management Plan and design
documents, and provide construction observation and certification of the installation of the
bioretention areas and soil cells for the Public Safety Building project, as detailed therein.
B. The Parties entered into Amendment No. 1 to extend the contract term for six (6)
months to October 31, 2023, at no additional cost to the City, as detailed therein.
C. The Parties now wish to amend the Contract in order to retroactively extend the
contract term for fourteen (14) months through December 31, 2024, update the Scope of
Services and increase the compensation by Nine Thousand Six Hundred Dollars ($9,600), from
Ten Thousand Six Hundred Dollars ($10,600) to a new total not-to-exceed amount of Twenty
Thousand Two Hundred Dollars ($20,200), 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. S20177452
between CONSULTANT and CITY, dated April 26, 2020, as amended by:
Amendment No. 1, dated February 27, 2023
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 December 31,
2024 unless terminated earlier pursuant to Section 19 of this Agreement.”
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S20177452 Amend No. 2
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Vers.: Aug. 5, 2019
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SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in
Exhibit “A” (also referred to herein as the “Basic Services”), and any reimbursable expenses
specified in Exhibit “C”, entitled “COMPENSATION”, shall not exceed Nineteen Thousand Two
Hundred Dollars ($19,200), as detailed in Exhibit “C”. CONSULTANT agrees to complete all Basic
Services, including any specified reimbursable expenses, within this amount. In the event
Additional Services are authorized in accordance with Section 1 (Scope of Services), the
compensation for Additional Services shall not exceed One Thousand Dollars ($1,000), and the
total compensation under this Agreement for Basic Services, Additional Services and any
specified reimbursable expenses shall not exceed Twenty Thousand Two Hundred Dollars
($20,200). The rate schedule, as applicable, is set out at 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 as set forth herein shall be at no cost to the CITY.
Additional Services, if any, may be authorized in accordance with and subject to the provisions
of Section 1 (Scope of Services), provided that: (i) the Additional Services check box at Section 1
is selected, and (ii) a dollar amount for Additional Services is allocated in this Section 4. If either
or both of these requirements are not met, or if the dollar amount for Additional Services under
this Section 4 would be exceeded, then Additional Services may only be authorized by a written
amendment to this Agreement as provided for in Section 27.4 herein. CONSULTANT shall not
receive any compensation for Additional Services performed without the prior written
authorization of CITY.”
SECTION 4. The following exhibit(s) to the Contract is hereby amended, as indicated
below, to read as set forth in the attachment to this Amendment, which is hereby incorporated
in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 2”,
AMENDED, REPLACES PREVIOUS.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2”,
AMENDED, REPLACES PREVIOUS.
c. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 2”, AMENDED,
REPLACES PREVIOUS.
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.
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Wheeler Consulting Civil
Engineers Contract No.
S20177452 Amend No. 2
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Vers.: Aug. 5, 2019
Page 3 of 8
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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Wheeler Consulting Civil
Engineers Contract No.
S20177452 Amend No. 2
Item 6: Staff Report Pg. 13 Packet Pg. 95 of 318
Vers.: Aug. 5, 2019
Page 4 of 8
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
SCHAAF & WHEELER, CONSULTING
CIVIL ENGINEERS
Officer 1
By:_____________________________
Name:__________________________
Title:___________________________
Officer 2
By:____________________________
Name:_________________________
Title:__________________________
Attachments:
Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2”, AMENDED, REPLACES
PREVIOUS.
Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
DocuSign Envelope ID: 8EDB914C-C3C4-43DA-83B5-E3EF166B32EA
Caitlin J. Tharp
Vice President RCE 76810
Vice President
Daniel J. Schaaf, Secretary
Item 6
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Wheeler Consulting Civil
Engineers Contract No.
S20177452 Amend No. 2
Item 6: Staff Report Pg. 14 Packet Pg. 96 of 318
Vers.: Aug. 5, 2019
Page 5 of 8
EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
Schaaf & Wheeler (CONSULTANT) will perform the Services as follows for final plan review
and construction observation services of the Stormwater Management Plan for the Public Safety
Building project located at 250 Sherman Avenue in Palo Alto:
Task 1: Final Review of Public Safety Building Stormwater Design Documents
1. Review of the draft Storm Management Plan and design documents prepared by Sandis.
2. Prepare a comment letter with a list of suggestions and specific comments.
3. Phone conversations with your design staff to resolve or clarify any comment questions.
4. Review of the revised plan.
5. Two copies of the Final Certification Form and summary letter for submittal to the City.
Task 2: Stormwater Construction Observation of Public Safety Building
1. Up to sixteen (16) site visits to observe three (3) remaining soil cells areas and five (5)
bioretention planters. The first site visits are to observe the soil cells, impermeable liner,
underdrain and rock prior to placement of the soil. The second visit will be to observe the
soil, overflow and plantings at time of installation and prior to occupancy. A total of sixteen
visits have been scoped to account for construction phasing and incorporation of
observation comments. It assumes at least three treatment measures will be ready for
observation at each visit. Photographs cannot be accepted in lieu of site visits.
Site visits in addition to those described are available at an additional cost. It is also the
owner/contractor’s responsibility to provide Schaaf & Wheeler with a minimum of two
days’ notice to schedule the site visits.
2. It is the owner/contractor’s responsibility to provide Schaaf & Wheeler with a minimum
of two days’ notice to schedule the site visit.
3. A final letter and certificate of approval form and any requested supporting data will be
provided for submittal to the City.
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Wheeler Consulting Civil
Engineers Contract No.
S20177452 Amend No. 2
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Vers.: Aug. 5, 2019
Page 6 of 8
EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days or date 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 from CITY
of the notice to proceed (“NTP”).
1 Final Review of Public Safety Building
Stormwater Design Documents
20 weeks
2 Construction Observation of Public Safety
Building Bioretention and Silva Cells
243 weeks
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Engineers Contract No.
S20177452 Amend No. 2
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Vers.: Aug. 5, 2019
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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule
below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-
1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any
of the tasks or categories listed below provided the total compensation for Basic Services,
including reimbursable expenses, and the total compensation for Additional Services do not exceed
the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $4,000.00
Final Review of Public Safety Building
Stormwater Design Documents
Task 2 $5,600.00
Construction Observation of
Public Safety Building Bioretention and Soil Cells
Task 2 Amendment No. 2 $9,600.00
Construction Observation of
Public Safety Building Bioretention and Soil Cells
Sub-total Basic Services $19,200.00
Total Basic Services $19,200.00
Additional Services (Not to Exceed) $1,000.00
Maximum Total Compensation $20,200.00
ADDITIONAL SERVICES
The CONSULTANT shall provide Additional Services (as defined in Section 4) only by
advanced, written authorization from the CITY pursuant to a written amendment to this
Agreement per Section 27.4 of this Agreement. The CONSULTANT, at the CITY’s project
manager’s request, shall submit a detailed written proposal including a description of the
scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum
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Engineers Contract No.
S20177452 Amend No. 2
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Vers.: Aug. 5, 2019
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compensation, including any reimbursable expenses, for such services based on the rates set
forth in Exhibit C-1. The Additional Services scope, schedule and maximum compensation
shall be negotiated and agreed to in writing by the CITY’s Project Manager and
CONSULTANT prior to commencement of the services. Performance and payment for
Additional Services is subject to all requirements and restrictions in this Agreement.
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Attachment B - Schaaf &
Wheeler Consulting Civil
Engineers Contract No.
S20177452 Amend No. 2
Item 6: Staff Report Pg. 18 Packet Pg. 100 of 318
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2401-2547
TITLE
Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix
Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500
for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31,
2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section
15061(3)(b).
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager designee to
execute Amendment No.1 to Contract S21180224 with Matrix Consulting Group (Attachment A)
for a Planning and Development Services Fee Study in an amount not-to-exceed $56,500 and
extend the term of the contract through January 31, 2026. This amendment results in a revised
total contract not-to-exceed $138,000.
EXECUTIVE SUMMARY
Staff recommends the approval of an amendment to agreement S21180224 with Matrix
Consulting Group for the purpose of expanding and completing the Planning and Development
Services costs of services study. In 2021, staff completed a request for proposals (RFP) and
initiated a contract with Matrix consulting to reexamine the structure and update fees for
service due to the merging of the former Planning and Community Environment and
Development Services Departments. As the study progressed, unanticipated variables were
identified, and additional analysis was required. Staff also recommends extending the contract
through January 2026 to allow adequate time for post implementation refinements to the fees.
BACKGROUND
Fees for service are charged to recover eligible costs incurred in providing a special service from
which one or more individuals obtain a benefit. California State Law, Government Code
66014(a), states that fees for services charged by local governments may not exceed the
estimated reasonable cost of providing the service for which the fee is charged. Council is not
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bound to set fees to match the cost of provided services; however, fees cannot be set above
the cost of service for one fee to compensate for a lower cost recovery decision of another fee.
Planning and Development Services fees are generally established for the purpose of fully
recovering the costs reasonably borne by the City in providing service. Although there are
some areas in which the City Council may wish to recover lesser amounts, a high level of cost
recovery for most planning and development fees is consistent with the City’s User Fee Cost
Recovery Level Policy, adopted by the City Council on June 17, 20191. The City of Palo Alto’s
fees are approved by City Council and published in the Municipal Fee Schedule.
In Fiscal Year 2020, Planning and Community Environment (PCE) and Development Services (DS)
merged into the Planning and Development Services (PDS) Department. Concurrently, the
Transportation division, which was previously in Planning and Community Environment,
established the Office of Transportation. To align department-wide fees, staff pursued a cost of
services study to determine the staff time and related costs associated with each fee-related
service. The outcome of the study would provide fee adjustments, eliminate redundant or no
longer applicable fees, and establish new fees for City Council consideration and approval.
On August 24, 2020, the City released a request for proposals and six firms responded to the
RFP. Based on the criteria of experience and costs, the evaluation panel selected Matrix
Consulting Group as the best vendor to perform the study. On February 21, 2021, the City
entered into a contract with Matrix Consulting Group to conduct a comprehensive review and
analysis of existing PDS fees and to provide a recommendation on appropriate fee levels and
structure. This contract expired on December 31, 2023.
ANALYSIS
As the study proceeded, staff and Matrix Consulting Group determined that under the new
department structure, an organizational management study was required for the Fire
Prevention Program before further work could be completed. Although is program area is led
by the Fire Department, a portion of these activities are housed within Development Services,
the results of the organizational update would inform the broader PDS cost of services analysis.
Staff initiated work with Matrix Consulting Group to begin the study on the Fire Prevention
Program in January 2022. Due to staff transitions and vacancies for both Fire and Planning and
Development Services, this study was paused and resumed in early 2023. The Fire Prevention
Program organizational study is now in its final phase of completion and the Planning and
Development Services Department is now able to resume the larger PDS cost of services study.
Staff is requesting an amendment to the contract to allow for the refreshing of the PDS cost of
services analysis, ensuring that fees are properly aligned with the new department structure.
1 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=2089
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The amendment will also include an extended timeline to address any post-implementation
questions that may arise once new fees are adopted and implemented.
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
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AMENDMENT NO. 1 TO CONTRACT NO. S21180224
BETWEEN THE CITY OF PALO ALTO AND MATRIX CONSULTING GROUP
This Amendment No. 1 (this “Amendment”) to Contract No. S21180224 (the “Contract”
as defined below) is entered into as of December 20, 2023 by and between the CITY OF PALO
ALTO, a California chartered municipal corporation (“CITY”), and MATRIX CONSULTING GROUP,
a California Corporation located at 1650 S. Amphlett Boulevard, Suite 213, San Mateo, CA 94402
(“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 conducting a comprehensive review of the department’s existing fees,
as detailed therein.
B. The Parties now wish to amend the Contract S21180224 in order to extend the
term by thirty (30) months, changing the expiration from December 31, 2023, to June 30, 2026
and to increase compensation by Fifty Six Thousand Five Hundred Dollars ($56,500) from Eight
One Thousand Five Hundred Dollars ($81,500) to a new total not to exceed compensation of One
Hundred Thirty Eight Thousand Dollars ($138,000).
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions
of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
Contract. The term “Contract” shall mean Contract No. S21180224 between CONSULTANT and
CITY, dated February 15, 2021.
a. 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 June 30, 2026,
unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. Section 3. NOT TO EXCEED COMPENSATION of the Contract is hereby
amended to read as follows:
The compensation to be paid to CONSULTANT for performance of the Services 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
One Hundred Twenty-One Thousand Seven Hundred Dollars ($121,700). The hourly schedule of
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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 3.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the
not-to-exceed compensation amount of Sixteen Thousand Three Hundred Dollars
($16,300) 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 One Thirty-Eight Thousand Dollars
($138,000), 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 of the original contract. 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 3. CONSULTANT shall provide Additional Services only
by advanced, written authorization from CITY.
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended, 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 “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES
PREVIOUS.
b. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C-1” entitled “SCHEDULE OF RATE”, ADDED, AMENDED, REPLACES
PREVIOUS.
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.)
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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
MATRIX CONSULTING GROUP
Officer 1
By:
Name: Richard Brady
Title: President
rbrady@matrixcg.net
Officer 2
By:
Name: Courtney Ramos
Title: Vice President
Attachments:
• EXHIBIT B – AMENDMENT NO. 1, (AMENDED, REPLACES PREVIOUS)
• EXHIBIT C – AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS)
• EXHIBIT C-1 – AMENDMENT NO. 1 (ADDED, AMENDED, REPLACES PREVIOUS)
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone by dates 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.
Deliverables Schedule
Task 1: Research & Data Collection Completed by June 30, 2025
Task 2: Department Collaboration,
Presentations, & Training Completed by June 30, 2025
Task 3: Flat Fees Completed by June 30, 2025
Task 4: Valuation Based Fees Completed by June 30, 2025
Task 5: Deposit Based Fees Structure Completed by June 30, 2025
Task 6: Report and Template Creation Completed by June 30, 2025
Task 7: Post Implementation Analysis Completed by June 30, 2026
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EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation can also be calculated based on the hourly rate schedule attached
as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between
any of the tasks or categories listed below provided the total compensation for Basic Services,
including reimbursable expenses, and the total compensation for Additional Services do not
exceed the amounts set forth in Section 4 of this Agreement.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional
services, and reimbursable expenses shall not exceed the amount(s) stated in Section 3 of this
Agreement. CONSULTANT agrees to complete all Services and Additional Services, including
reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred
for which payment would result in a total exceeding the maximum amount of compensation set
forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE:
Research 0 2 2 $500
Comparative Survey 2 0 20 $2,350
Use of City Software 2 2 0 $650
Deferred Revenue Procedures Review 4 8 8 $2,700
Comparative Survey 2 16 $2,800
Deferred Revenue Procedures Review 2 4 10 $2,800
Subtotal Task 1 10 20 56 $11,800
Subtotal Task 1 Additional Services (Contingency) $1,550
Kickoff Meeting 2 2 2 $850
Staff Interviews (Data Workshops) 0 12 0 $1,800
Stakeholder Presentations 2 2 0 $650
Staff Training 0 4 6 $1,200
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Subtotal Task 2 12 44 16 $12,500
Subtotal Task 2 Additional Services (Contingency) $1,125
Task 3: Flat Fees
Amendment No. 1
Subtotal Task 3 22 108 130 $38,000
Subtotal Task 3 Additional Services (Contingency) $5,250
Task 4: Valuation-Based Fees 12 38 52 $13,000
Amendment No. 1 4 16 36 $9,600
Subtotal Task 4 16 54 88 $22,600
Subtotal Task 4 Additional Services (Contingency) $3,250
Task 5: Deposit-Based Fees
Amendment No. 1
Subtotal Task 5 4 16 14 $4,500
Subtotal Task 5 Additional Services (Contingency) $875
Task 6: Report & Template Creation
Amendment No. 1
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Subtotal Task 6 24 58 84 $25,200
Subtotal Task 6 Additional Services (Contingency) $3,000
Task 7: Post Implementation Analysis 4 14 22 $5,000
Subtotal Task 7 Additional Services (Contingency $1,250
$65,200
$56,500
$0.00
$121,700
$16,300
$138,000
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance, and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which
CONSULTANT shall be reimbursed are: $0.00
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $500.00 shall be approved in advance by the CITY’s
project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from
the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed
written proposal including a description of the scope of services, schedule, level of effort, and
CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such
services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and
maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project
Manager and CONSULTANT prior to commencement of the services. Payment for additional
services is subject to all requirements and restrictions in this Agreement.
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EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO. 1
(ADDED, AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Original Contract Rates:
Amendment No. 1 Rates
CITY and CONSULTANT may at any time, during the duration of contract, mutually agree to add
new position titles, rates, and adjust listed rates so long as the changes do not increase the not
to exceed amount as noted in Section 3 of this Amendment No. 1.
Position Rate
Position Rate
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: February 26, 2024
Report #:2401-2548
TITLE
Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley
Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B
Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily
Exempt.
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to
enter a funding agreement with the Valley Transportation Authority (VTA) on behalf of the City
of Palo Alto to Accept $250,000 as part of the 2010 Measure B Vehicle Registration Fee (VRF)
Countywide Program Cycle Four.
EXECUTIVE SUMMARY
The VTA manages and allocates funds from Santa Clara County’s VRF Program. Through a
competitive application process, the City of Palo Alto’s Traffic Signal and Intelligent
Transportation Systems project (PL-05030) for Quarry Road was selected to receive a grant of
$250,000 toward completion of the project which would include replacement of aging traffic
signal equipment to comply with current standards, and to implement signal timing
optimization along the Quarry Road corridor.
BACKGROUND
Senate Bill 83 (Hancock), signed into law in 2009, authorized countywide transportation
agencies such as the Santa Clara Valley Transportation Authority (VTA) to implement a Vehicle
Registration Fee (VRF) of up to $10 on motor vehicles registered within the county to pay for
transportation programs and projects.
The City of Palo Alto has a continuous need to maintain, operate, and optimize operations of
traffic signals. Quarry Road, between Welch Road and El Camino Real, in particular has aging
equipment such as traffic signal cabinets, detection systems and pedestrian push buttons. In
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addition, signal timing has not been optimized on this corridor in many years. In recent years,
substantial projects to improve the Stanford Medical Center, Stanford Shopping Center, and
Quarry Road itself have occurred however the traffic signals at each of the intersections
between El Camino Real and Vineyard Road have not been updated as part of these efforts.
The signalized intersections along Quarry Road are in need of updates and are currently
included with anticipated traffic signal improvements efforts over the next several years. This
ITS project is not to be confused with the ongoing work with Stanford on Quarry Road
improvements for Transit Center access, as this project does not include the Quarry Road and El
Camino Real Intersection.
ANALYSIS
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
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ATTACHMENTS
APPROVED BY:
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FUNDING AGREEMENT
This Agreement (“Funding Agreement”) between the City of Palo Alto, a California
municipal corporation, (“GRANTEE”), and the SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY, a public agency, ("VTA") is made as of the date of
final execution by each party hereto.
A.Whereas, in November of 2010, the voters of Santa Clara County authorized a TEN
DOLLAR ($10) increase in the Vehicle Registration Fee (“VRF”), referred to
hereinafter as the “PROGRAM,” for transportation-related projects and adopted an
expenditure plan which allocates the revenue to transportation-related programs and
projects that have a relationship or benefit to the persons who pay the fee; and
B.Whereas, the VTA Board of Directors has adopted administrative procedures for the
PROGRAM; and
C.Whereas, these administrative procedures state that VTA will execute program
funding agreements with project grantees; and
D.Whereas, the PROGRAM includes a “Countywide Program” that includes Intelligent
Transportation System (ITS) technologies as an eligible project category; and
E.Whereas, on November 2, 2023, the VTA Board approved VRF ITS funds for the
City of Palo Alto ‐ Quarry Road ITS Upgrade and Optimization s (PROJECT); and
F.Whereas, each party hereto (“Party”) desires to specify the terms and conditions
under which VRF-ITS project grants are conducted and financed.
in consideration of the mutual promises contained herein, each
Party (collectively referred to as the “Parties”) agrees as follows:
VTA hereby agrees to allocate to GRANTEE, a grant
(“Grant”) in an amount not to exceed two hundred fifty thousand DOLLARS
($250,000) (“Maximum Grant Amount”). Said grant is provided to GRANTEE in
return for GRANTEE’s agreement to implement the “PROJECT.” The use of
PROJECT funds is for procurement and implementation of traffic signal hardware
and automated traffic signal performance measures to improve operations on Quarry
Road (between Palo Road and Welch Road) corridor, including the City’s staff
support that should not exceed 10% of the Maximum Grant Amount. Approved
PROJECT elements and costs are shown on Table 1 of Exhibit A attached hereto and
incorporated by reference.
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2. Term. The term of this Funding Agreement shall commence on the Effective Date
(defined as the last execution date in the signature block below) and shall continue
until the earlier of: (i) the date that the Project is completed or terminated; or (ii) 5:00
pm (Pacific Time) on December 31, 2025.
3. Invoicing and Payment.
4. Naming of Project Liaison. Prior to execution of this Funding Agreement,
GRANTEE shall notify VTA of the name of the GRANTEE’s PROJECT liaison (the
“Liaison”) and of the Liaison’s address, telephone number and email address. The
Liaison shall be the liaison to VTA pertaining to implementation of this Funding
Agreement and shall be the contact for information about the PROJECT. GRANTEE
shall notify VTA in writing of any change of Liaison or of the Liaison’s contact
information. Where possible such notification shall be delivered to VTA no later than
thirty (30) days prior to the date of any change.
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5. Maintenance of Records. GRANTEE shall maintain PROJECT financial records,
books, documents, papers, accounting records and other evidence pertaining to costs
for five (5) years after the PROJECT’s completion. GRANTEE shall make such
records available to VTA upon request for review and audit purposes. Financial
audits will be performed at VTA’s discretion. VTA will notify GRANTEE in writing
in advance of any audit or other PROJECT review.
6. Credit of Funding Contribution. GRANTEE shall include a reference to VTA’s
funding contribution on all signage, electronic or printed materials related to the
PROJECT that are distributed to the public. VTA shall provide a copy of VTA logos
to GRANTEE for use in complying with the requirements of this provision,
7. Indemnities.
8. Changes to Terms of Agreement. No amendment, alteration or variation of the
terms of this Funding Agreement shall be valid unless made in writing and signed by
both of the parties hereto and no oral understanding or agreement not incorporated
herein shall be binding on any of the parties hereto.
9.Entire Agreement. This Funding Agreement represents the full and complete
understanding of the Parties with respect to the PROJECT. Any prior or
contemporaneous oral or written agreements by and between the Parties or their
agents and representatives with respect to the subject matter of this Funding
Agreement are revoked and extinguished hereby.
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10. Assignment. GRANTEE shall not assign this Funding Agreement without the prior
written authorization of the VTA. Any assignment made in the absence of such
authorization shall be deemed void ab initio and without legal effect.
11. Binding on Successors and Assigns. This Funding Agreement shall be binding
upon each Party and any of its successors and/or permitted assigns.
12. Notices. Each Party shall give any notice which may be required under this Funding
Agreement in writing. Such notice shall be effective when received, and shall be
given by personal service, by the U.S. Postal Service or by certified mail, to the
addresses set forth below, or to such addresses which may be specified in writing by
the Parties hereto.
To VTA: To GRANTEE:
st Street Address250 Hamilton
Avenue
13. Signature Authority. Each Party to this Funding Agreement represents and warrants
that each person whose signature appears hereon has been duly authorized and has the
full authority to execute this Funding Agreement on its behalf.
14. Strict Performance. The failure of either Party to insist upon the strict performance
of any of the terms, covenants and conditions of this Funding Agreement shall not be
deemed a waiver of any right or remedy that either Party may have, and shall not be
deemed a waiver of their right to require strict performance of all of the terms,
covenants, and conditions thereafter.
15. Dispute Resolution. If a question arises regarding interpretation of this Funding
Agreement or its performance, or the alleged failure of a Party to perform, the Party
raising the question or making the allegation shall give written notice thereof to the
other Party. The Parties shall promptly meet in an effort to resolve the issues raised.
If the Parties fail to resolve the issues raised, alternative forms of dispute resolution,
including mediation, may be pursued by mutual agreement. It is the intent of the
Parties to the extent possible that litigation be avoided as a method of dispute
resolution.
16. Choice of Law; Venue. This Funding Agreement shall be construed and its
performance enforced under California law. In the event that suit shall be brought by
either Party to this Funding Agreement, the Parties agree that venue shall be
exclusively vested in the State courts of the County of Santa Clara or, if federal
jurisdiction is appropriate, exclusively in the United States District Court for the
Northern District of California, in San José, California.
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17. Interpretation of this Funding Agreement. The Parties hereto acknowledge and agree
that, although this Funding Agreement was originally drafted by VTA’s legal counsel,
GRANTEE and its legal counsel have reviewed and negotiated the terms of this Funding
Agreement with the VTA. Consequently, the doctrine that ambiguities in an agreement
should be resolved against the drafting party shall not be employed in connection with
this Funding Agreement, which shall be interpreted in accordance with its fair meaning.
18. Counterparts. This Funding Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same instrument.
Signatures of Parties on following page.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
shown below:
CITY OF PALO ALTO
(GRANTEE)
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY (VTA)
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Exhibit A
Project Element No. of Units Cost per Unit Total Cost
Palo Alto
APS Push Buttons at Intersections 4 $ 7,000 $ 28,000
Video Detection at Intersections 4 $ 25,000 $ 100,000
Traffic Signal Controller 4 $ 9,000 $ 36,000
Traffic Signal Controller Cabinet 4 $ 9,000 $ 36,000
ATSPM 2 $ 5,000 $ 10,000
Labor L.S. $ 40,000 $ 40,000
Subtotal $ 250,000
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2402-2615
TITLE
Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract
Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not-to Exceed Amount of
$1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown
Housing Plan for a Term of Two-years with an Optional One-year Extension; and Contract
Number C24187237 with Good City Company (Good City) for a Not-to Exceed Amount of
$375,522 to Provide Project Management and Consulting Services for the City’s Downtown
Housing Plan for a Term of Two-years with an Optional One-year Extension. CEQA Action:
Agreements are not subject to CEQA
RECOMMENDATION
Staff recommends that the City Council:
1. Approve and authorize the City Manager or their designee to execute Contract No.
C24187236 with Wallace Roberts & Todd, LLC (WRT) for a not-to exceed amount of
$1,508,254 to provide planning and consulting services for the Downtown Housing Plan
for a term of two-years with an optional one-year extension; and
2. Approve and authorize the City Manager or their designee to execute Contract No.
C24187237 with Good City Company (Good City) for a not-to exceed amount of
$375,522 to provide project management and consulting services for the Downtown
Housing Plan for a term of two years with an optional one-year extension.
EXECUTIVE SUMMARY
The City completed two Request for Proposals (RFP) processes in 2023 related to development
of the City’s Downtown Housing Plan (DHP) and selected firms to provide professional services.
The City selected Good City to provide project management assistance in March, 2023. WRT was
selected in April, 2023 to develop the DHP. Staff recommends the City Council enter into two-
year contracts, with optional one-year extensions, with:
1. WRT for $1,508,254
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2. Good City for $375,522
The City was awarded a $800,000 grant from the Metropolitan Transportation Commission (MTC)
to create a housing plan within the University Avenue/downtown Priority Development Area
(PDA). The Downtown Housing Plan (DHP) will focus on housing production in the Downtown,
including affordable housing, and will implement policies from the City’s Comprehensive Plan
and Housing Element. Community engagement will be key to the success of the planning effort,
as will technical, design, and planning work by qualified consultants funded by the grant.
Staff identified that additional assistance in the form of a consultant project manager would be
necessary to advance the DHP in a timely manner. During the Fiscal Year 2023 adopted budget,
Council approved consultant project management funding in the amount of $150,000 annually
for four years through FY 2026, totaling $600,000. During the Fiscal Year 2024 adopted budget,
Council also approved $500,000 for consultant preparation of the DHP based on request for
proposals responses indicating additional funding would be required. Total funding in the
amount of $1.9 million has been approved for plan development and project management.
BACKGROUND
On April 18, 2022, the City Council accepted an $800,000 PDA Planning Grant for the proposed
DHP.1 In doing so, the City Council also acknowledged that a consultant project manager would
be necessary to carry out the project. In contrast to recent area plans, the project manager
component enables the DHP to be a consultant led effort intended to keep the timeline on track.
Maintaining the project timeline is important to ensure the PDA grant deliverables are completed
within the allocated timeframe.
Downtown Housing Plan Goals and Objectives
The DHP covers approximately 76 acres and is a sub-area of the University Avenue/PDA.
Consistent with the requirements of the PDA Planning Grant, the DHP will need to evaluate key
elements. The DHP will build off work completed as part of the adopted 2023-2031 Housing
Element and create a focused housing plan for the downtown by identifying development
standards, design standards, and public infrastructure necessary to accelerate housing
production. The DHP also has the objective of affirmatively furthering fair housing, which is a
requirement of the grant.
The DHP preparation will require extensive community and business outreach and participation,
including facilitation of a Community Working Group. The Working Group will serve an advisory
role making recommendations at key junctures in the project (e.g., prior to community outreach,
or to review the draft plan). DHP preparation also involves coordination with regional and local
stakeholders, such as housing advocates, business leaders, the County, Stanford University,
1 April 18, 2022 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-
reports/agendas-minutes/city-council-agendas-minutes/2022/20220418/20220418pccsmamended-
linked.pdf#page=68
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Caltrans, Santa Clara Valley Transportation Authority (VTA), Palo Alto Unified School District, and
the Santa Clara Valley Water District.
Downtown Housing Plan Elements
•Project Management and Coordination
•Community Outreach and Engagement
•Community Assessment and Policy Development
•Downtown Housing Plan Preparation
ANALYSIS
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Table 1: Summary of RFP Rebid Process for Primary Consultant
Proposal Description
Proposed Length of Project 3-year term
Number of Vendors Notified 1,131
Number of Proposal Packages
Downloaded
20
Total Days to Respond to Proposal 43
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 2
Proposal Price Range $799,555 - $1.3M
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bo-
detail/102543#
An evaluation committee of staff from the Planning and Development Services department
reviewed the two proposals. WRT provided a comprehensive proposal that specifically addressed
all the elements of the RFP and showed high engagement in the DHP development. WRT met all
the evaluation criteria and was selected for: 1) their experience with similar jurisdictions; 2) their
team’s comprehensive approach, comprehensive knowledge and application of public
engagement and housing issues; and 3) meeting the objectives of the MTC grant. The second
proposal, although lower in cost, did not adequately address the specific needs outlined in RFP
requirements and did not have level of detail demonstrated in the WRT proposal. For additional
details on the services to be provided by WRT, please see Attachment A. The DHP has the
following main components:
•Task 1 — Project Management and Coordination
•Task 2 — Community Outreach and Engagement
•Task 3 — Community Assessment and Policy Development
•Task 4 — Downtown Housing Plan Document
Various sub-tasks necessary to complete the main components are detailed more extensively in
the contract’s scope of services, Exhibit A in the attached contract. This scope of work is similar
to the scope of work included as the Supplement Agreement No. 1 to the Master Agreement with
MTC (approved by the Council in April, 2022).
Project Management
Another aspect of the work plan is to seek a consultant project manager to ensure that the DHP
progresses in accordance with the scope of work and grant requirements. The City Council has
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budgeted $150,000 a year for up to four years for this effort.
Table 2: Summary of Request for Proposal for Project Manager
Proposal Description RFP 187237 Downtown Palo Alto Housing Master Plan
Project Manager
Proposed Length of Project
Number of Vendors Notified
Number of Proposal Packages
Downloaded
Total Days to Respond to Proposal
Pre-Proposal Meeting
Pre-Proposal Meeting Date
Number of Proposals Received
Proposal Price Range
Public Link to Solicitation
•Task 1 — Project Management and Communications
•Task 2 — Document Review Coordination
•Task 3 — Meetings
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The DHP contracts would have a two-year timeline that coincides with the PDA Planning Grant.
MTC has indicated that a one-year extension can be granted. The contracts include a third year
optional extention in the event of a project delay. The project is intended to be completed within
the allocated timeline to ensure all deliverables associated with the grant (including adoption of
the DHP) are reimbursable. If the timeline is exceeded or the scope is expanded, consultant costs
would also increase. These factors could require additional General Fund allocations to complete
the project. As a result, in contrast to recent area plan projects like the North Ventura
Coordinated Area Plan, the DHP in structured as a consultant driven project led by the consultant
project manager to maintain the timeline.
POLICY IMPLICATIONS
2 The project would assist
the City in implementing components of the 2023-2031 Housing Element, including programs
1.4: City-Owned Land Lots, 3.9: Conversion Of Commercial Uses To Mixed-Use Development, and
Program 6.6: Fair Housing.
FISCAL/RESOURCE IMPACT
2 April 18, 2022 City Council Action Meeting Minutes: https://www.cityofpaloalto.org/files/assets/public/agendas-
minutes-reports/agendas-minutes/city-council-agendas-minutes/2022/20220411/20220411amccs.pdf
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and contract was adjusted from the initial proposal to include additional stakeholder
engagement and a 10 percent contingency. For project management, staff anticipates $150,000
is needed annually for the duration of the project over a two- to three-year period. Any further
budget allocations would be a part of the annual or mid-year budget process. Combined with the
project manager budget, the total consultant budget is estimated to be $1,883,776. Of that
amount, between $950,000 and $1,100,000 would be funded by the City with the balance
covered by the PDA Planning Grant. No additional resources are requested at this time given
previously approved funding.
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
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CITY OF PALO ALTO CONTRACT NO. C24187236
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND WALLACE ROBERTS & TODD, LLC
This Agreement for Professional Services (this “Agreement”) is entered into as of the 26th day of
January, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and WALLACE ROBERTS & TODD, LLC a
Pennsylvania corporation, located at 260 S. Board Street, Philadelphia, PA 19102
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to create a Downtown Housing Plan (the “Project”) and desires to engage a
consultant to provide project management and coordination, community outreach and engagement,
community assessment and policy development, and document development 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.
CITY will issue a Task Order assigned and approved by CITY’s Project Manager, as identified in
Section 13 (Project Management). Each Task Order shall be in 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.
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
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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 amoun t 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 December 31, 2026,
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.
SUBCONSULTANT shall not be responsible for any delays in the project resulting from
circumstances beyond the SUBCONSULTANT’s reasonable control nor shall
SUBCONSULTANT be deemed to be in default of this Agreement for same.
SECTION 4. NOT TO EXCEED COMPENSATION. 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 One Million Three
Hundred Seventy One Thousand and One Hundred Forty Dollars ($1,371,140). 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 One Hundred Thirty-Seven Thousand and One
Hundred Fourteen Dollars ($137,114) 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 One
Million Five Hundred Eight Thousand and Two Hundred Fifty-Four Dollars
($1,508,254), 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,
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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. All invoices shall be
submitted to the Planning Department’s contract email account at
PCEContracts@cityofpaloalto.org to ensure timely payment.
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.
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
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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.
SECTION 12. SUBCONTRACTING.
Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that
new (not listed) subcontractors may be used to complete the Services only with prior approval,
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documented in writing, including scope of services, cost, and duration. The use of new
subconsultant cannot increase compensation as noted in Section 4. The subcontractors authorized
by CITY to perform work on this Project , at the beginning of this Agreement are: Consensus
Building Institute, Strategic Economics, CSW | ST2, and David J Powers & Associates.
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 Poonam Narkar,
Telephone: 415-363-0438, Email: pnarkar@wrtdesign.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 Coleman Frick, Planning and Development Services Department, 250
Hamilton Ave. Palo Alto, CA, 94301 Telephone: 650-838-2821, Email:
coleman.frick@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
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
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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 demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from 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, i ts
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
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
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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
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).
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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.
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.
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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
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
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with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements.
CONSULTANT is not required to pay prevailing wages and meet related requirements under the
California Labor Code and California Code of Regulations in the performance and implementation
of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
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 not a 9204 Public Works Project.
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
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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
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.
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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.
29.10 SUBCONSULTANT shall not be responsible for delays caused by factors
beyond its reasonable control, including but not limited to delays because of strikes, lockouts, work
slowdowns or stoppages, government ordered industry shutdowns, power or server outages, acts
of nature, widespread infectious disease outbreak (including, but not limited to epidemics and
pandemics), failure of any governmental or other regulatory authority to act in a timely manner,
failure of CONSULTANT or the CITY to furnish timely information or approve or disapprove of
SUBCONSULTANT’s services or work product, or delays caused by the faulty performance of
CONSULTANT or the CITY or by SUBCONSULTANT of any level. When such delays beyond
SUBCONSULTANT’s reasonable control occur, CITY agrees that SUBCONSULTANT shall not
be responsible for damages, nor shall SUBCONSULTANT be deemed in default of this
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
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
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. SXXXXXX 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
CONSULTANT
WALLACE ROBERTS & TODD, LLC
Officer 1
By:
Name: James K. Stickley
Title: Vice President
jstickley@wrtdesign.com
Officer 2
By:
Name: Joseph W. Healy
Title: Chairman and President
jhealy@wrtdesign.com
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”.
TASK 1 – PROJECT MANAGEMENT AND COORDINATION
This task outlines the primary project management and coordination tasks necessary for the
Downtown Housing Plan. CONSULTANT will be the main point of contact and provide project
management and day-to-day coordination throughout the Downtown Housing Plan preparation
process.
Task 1.1 – CITY Inter-Departmental Coordination including a weekly check-in meeting.
CONSULTANT will facilitate a kick-off meeting with CITY staff and CONSULTANT team to
finalize work scope and project schedule. The kick-off meeting will include a discussion of
project goals, key challenges, data needs, and project protocols. The kick-off meeting will
include a walk audit of the project area with CITY staff and the CONSULTANT team to conduct
a visual survey and photo documentation of the site and to understand assets, issues, and
challenges of the project area.
CONSULTANT will work with the CITY’s project manager to schedule weekly check-in
meetings with CITY staff and key personnel for on-going coordination and provide regular
project updates review project status, milestones and project needs and concerns. The weekly
check-in meetings will be scheduled to be one hour long.
CONSULTANT will work closely with relevant CITY departments such as Planning, Economic
Development, Transportation, and Public Works to ensure that issues are well understood, and
recommendations are vetted before presenting to the Technical Advisory Committee,
Community Working Group, or the public.
Task 1.1 Deliverable:
• Prepare memos for CITY Inter-Departmental Coordination, as necessary.
• Scheduling and facilitation of virtual weekly check-in meetings (assuming a 30-month
schedule)
• Agendas for weekly check-in meetings.
• Have key personnel attend weekly check-in meetings.
• Kick-off meeting facilitation, meeting materials, and meeting notes.
Task 1.2 – Communications, Website, and Media Coordination (social media, etc.)
In accordance with CITY procedures, the project will use the CITY’s website. CONSULTANT
will coordinate with the CITY’s Office of Communications to establish communications
protocol for the project, finalize project branding at the onset, review messaging and public
information about the project before rolling out to the public, and working on a communications
plan for outreach and publicity of community engagement activities through the CITY’s media
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channels.
Task 1.2 Deliverable:
• Coordination with CITY’s Office of Communications.
• Prepare memos and materials for Communications.
• Project Communication Plan
• Media Coordination with City Manager’s Office for social media tools.
Task 1.3 – Project Set-up and Administration
CONSULTANT will set-up project protocols regarding communication, file sharing, invoicing,
etc. to share with the CONSULTANT team and CITY staff. CONSULTANT will develop a list
of requested project data to be provided by CITY Staff, including relevant plans, reports, and
GIS data. CONSULTANT will create and maintain a shared project drive (Microsoft SharePoint)
for use throughout the duration of the planning process, where team members may easily upload
data and share information. CONSULTANT will set up base maps, document templates and a
repository of relevant background information for team use. CONSULTANT will provide
monthly invoices following templates and protocols provided by staff.
Task 1.3 Deliverable:
• SUBCONSULTANT coordination and management of deliverables, invoicing, and project
administration.
• Project protocols, and file-sharing platform.
TASK 2 – COMMUNITY OUTREACH AND ENGAGEMENT
This task outlines the primary community outreach and engagement for the Downtown Housing
Plan. These activities will be active throughout the Downtown Housing Plan preparation process.
CONSULTANT understands the importance of engaging stakeholders and the community early
in the process and maintaining on-going transparent communication to provide project updates
and gather feedback. CONSULTANT is committed to meaningful equitable engagement and
bring expertise with a wide array of methods, both digital and in-person. CONSULTANT will
partner with SUBCONSULTANT Consensus Building Institute (CBI) which brings extensive
experience in facilitating complex conversations around land use policy, and outreach techniques
to ensure representation of diverse interest groups and stakeholders. While CONSULTANT will
remain the overall lead of the Outreach and Engagement task, SUBCONSULTANT CBI will
lead the charge of stakeholder assessment, facilitating Community Working Group meetings, and
will provide strategic facilitation at other meetings and engagement activities.
Task 2.1 – Community Outreach and Engagement Strategy Development
This task encompasses CITY staff and CONSULTANT preparation of the Downtown Housing
Plan community outreach and engagement strategy. Throughout the Downtown Housing Plan
process, it is central to gather meaningful input from a full range of stakeholders within and
nearby to the planning area, including residents of all incomes, races and ethnic backgrounds,
employees of local businesses, community- and faith-based organizations, and public agencies
providing services in the area. This task will include laying out the specific engagement
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meetings, outreach channels, and methods listed in tasks 2.2 through 2.5. Equity assessment
information from the Housing Element process will inform the Community Outreach and
Engagement Strategy.
CONSULTANT and SUBCONSULTANT CBI will collaborate with CITY staff to prepare a
Community Outreach and Engagement Strategy. The outreach and engagement strategy will
describe the goals, objectives, and approach to community outreach and engagement. It will
further describe the methods and approach to convening the Community Working Group (Task
2.2), its composition and purpose. The strategy will describe the purpose, goals, and topics for
target outreach to hard-to-reach groups, community workshops and charrettes. It will further
define the communication tools and media strategy, including on-line, digital engagement.
Finally, it will outline a schedule of community engagement activities. The final outreach and
engagement strategy will be informed by assessment findings and recommendations as described
in Task 2.4. and will ensure that it meets the needs of tasks 3.2.1 through 3.2.4.
Task 2.1 Deliverable:
• Prepare Draft and Final Outreach and Engagement Strategy
Task 2.2 - Community Working Group Meetings (up to six meetings)
This task encompasses convening of a Community Working Group that will shape the
Downtown Housing Plan and review draft plan materials at key milestones in the process. CITY
staff plans to hold three (3) to six (6) Working Group meetings during the planning process.
CITY staff anticipate the CITY will solicit applications and the City Council will select a group
that is representative of residents, housing developers, local businesses, community-based
organizations, service providers, and other stakeholders. The Community Working Group will
review and provide feedback on milestone draft plan materials. These meetings are anticipated to
be 2 to 3 hours in length.
The stakeholder assessment is an important vehicle to conducting outreach to diverse
stakeholders and to engage them in the project. SUBCONSULTANT CBI will lead this task and
will work with City staff to prepare an initial list of stakeholders to reach. Through interviews
and survey distribution, stakeholders will learn about the opportunity to submit an application for
participation in the Community Working Group. To support diverse participation of
representative stakeholders, the CONSULTANT and SUBCONSULTANT CBI team will work
with the Technical Advisory Group to remove any barriers to participation, including
considerations of the location, timing, and potential need for stipends for participation,
particularly for key stakeholders that have historically been underrepresented in planning efforts.
Upon receipt of applications and selection of committee members, the planning team will work
closely with the Technical Advisory Group to craft an invitation letter to selected working group
members. Initial meeting with the Community Working Group will focus on:
• Clarifying purpose and charge of the Community Working Group
• Confirming working group guidelines
• Reviewing draft project schedule
• Reviewing and providing feedback on outreach and engagement strategy
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Overall, the role of the Community Working Group is to review and provide input on draft plan
materials and to ultimately shape the Downtown Housing Plan throughout the process.
Task 2.2 Deliverables:
• Meeting agendas, memos, and associated materials relevant to the meeting,
• Presentations, meeting summary briefs
• Facilitation of up to six Community Working Group Meetings (2 to 3 hours each meeting)
Task 2.3 - Technical Advisory Group Meetings (up to 6 meetings)
This task encompasses convening of a technical advisory group that will shape the Downtown
Housing Plan. The Technical Advisory Group will provide detailed technical input throughout
the Downtown Housing Plan process and help ensure alignment between this plan and other
local and regional planning efforts. The composition would include staff from key CITY
departments, the ABAG/MTC grant manager, as well as representatives of local, county, and
regional agencies, and service providers. The Technical Advisory Group will review and provide
feedback on key milestone draft plan materials. These meetings are anticipated to be 2-3 hours in
length.
The CONSULTANT team will work with the Technical Advisory Group, formed by CITY staff,
at key milestones during the project to gather input and inform the Downtown Housing Plan.
Since the Technical Advisory Group and the Community Working Group, both will be engaged
at the same project milestones for review and feedback on materials, there can be efficiencies in
conducting some joint sessions. This will be particularly effective as we envision conducting
expert-led discussions on specific topics to build a common understanding of the issues, key
concepts, and best practices. We will conduct up to 4 topical discussions which may include any
of the following topics.
• State Housing Laws, Housing Affordability and Equity
• Scale of Infill and Community Character
• Parking & Mobility
• Downtown Vibrancy and Future of Downtowns Post Pandemic
• Climate Adaptation
The topics will be finalized in collaboration with City staff, the Technical Advisory Group and
the Community Working Group. CONSULTANT will invite regional and national experts to
speak on pertinent topics. CONSULTANT or City staff organize the discussions as webinars,
which will be uploaded on the project website as an informational resource for the broader
community.
Task 2.3 Deliverables:
• Meeting agendas, memos, and associated materials relevant to the meeting, presentation
materials, meeting summary notes.
• Attend and facilitate up to six Technical Advisory Group Meetings (2 to 3 hours each
meeting)
• Up to 4 webinars – organization, facilitation, and recording.
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Task 2.4 – Stakeholder Interviews and Stakeholder Surveys
Direct outreach through stakeholder interviews and stakeholder surveys to receive information
for and feedback on the deliverables from Task 3.2 Key Community Assessment and Policy
Development Focus Areas.
SUBCONSULTANT CBI and CONSULTANT will partner to conduct a stakeholder assessment
by interviewing a representative set of stakeholders to identify key issues and common themes to
inform the planning process and the composition of the Community Working Group. This task
includes the following steps to prepare for, conduct, and document the outcomes of stakeholder
interviews:
• The CONSULTANT team will work with the Technical Advisory Group to develop and
hone a list of representative stakeholders that address the range of interests related to the
project. It will be important to identify stakeholders within the community and those who
represent the commuter workforce.
• Stakeholder questionnaire and survey: SUBCONSULTANT CBI will prepare a standard
interview questionnaire and survey to ensure continuity in the topics discussed and the ability
to qualitatively analyze responses. SUBCONSULTANT CBI will provide a draft interview
questionnaire and survey to CONSULTANT and staff, and prepare a final document based
on refinements.
• Gather background information: In preparation for interviews, SUBCONSULTANT CBI will
gather and review background materials that pertain directly to the project and the specific
interests of key stakeholders.
• Conduct interviews with key stakeholders (up to 20 interviews): SUBCONSULTANT CBI
will collaborate with CONSULTANT, other team members, and staff to develop an interview
invitation letter introducing prospective participants to the project and the planning team and
describing the purpose of the interviews. SUBCONSULTANT CBI will schedule and
conduct interviews. Interviews will take place via Zoom or in person with individuals or
small groups, as deemed appropriate and cost effective.
• Distribute survey to broader community: SUBCONSULTANT CBI will adapt the interview
questionnaire into an on-line survey and distribute to interested parties and the broader
community using communications methods identified in consultation with staff, CWG and
TAG.
• Synthesis of interview and survey data: Following completion of the interviews and survey,
SUBCONSULTANT CBI will prepare a draft synthesis brief with an accompanying
PowerPoint Presentation that will be vetted with the TAG and presented to the Community
Working Group. The report will distill key issues and concerns, goals, and objectives for the
project as well as recommendations for how to proceed with the process.
Task 2.4 Deliverable:
• Interview questionnaire
• Scheduling and conducting stakeholder interviews.
• Develop and conduct surveys.
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• Analysis and Synthesis of Interview and Survey Data into a draft and final assessment brief
and PowerPoint Presentation.
Task 2.5 - Community Workshops, Design Charettes, and Digital Engagement (at least 3
meetings)
This task includes direct outreach through both in-person and virtual workshops, charettes, and
other meetings to receive information for and feedback on the deliverables from Task 3.2 Key
Community Assessment and Policy Development Focus Areas. Key topics will include housing,
mobility, advancing racial and economic equity, design preferences, and other topics.
CONSULTANT will design an engagement format that includes a combination of in-person
workshops and virtual engagement activities to ensure greater participation across the
community. We envision the following sequence of workshops at key milestones in the project:
• Engagement Event #1: Issues, Assets, Opportunities and Constraints (in-person workshop)
This workshop will be an opportunity to inform the community about the project scope, share
existing conditions analysis and gather feedback on what is currently working downtown, what is
not working, what and where are the opportunities to improve, and what are the barriers to
improvement. Feedback from this workshop will bring to light key issues to be addressed in the
process. CONSULTANT will lead and facilitate the workshop.
• Engagement Event #2: Visioning and Concepts Exploration - Project Headquarters at
Downtown Storefront
CONSULTANT will set up a project headquarters at a vacant storefront, downtown from
morning till evening. There will be programmed activities throughout the day.
AM Activities: We will conduct a walk audit of the project area, followed by a Community
Visioning Session in break-out groups with a facilitator. The discussion will focus on community
preferences, priorities, vision, and guiding principles for the project.
PM Activities: CONSULTANT will lead a hands-on interactive working session with
community members in small break-out groups to explore concepts for topics such as (but not
limited to) infill housing, typology and scale, connectivity and mobility, programming, public
realm design, development etc. Each group will work with a scaled map and scaled pieces
representing different uses and programming. The objective of this exercise is to explore ideas
for realizing the vision while navigating trade-offs needed to achieve it. Each group will report
back key guiding principles, vision ideas and highlights of their concepts.
• Engagement Event #3: Preferred Concept Selection (in-person presentation)
CONSULTANT will lead a community meeting to gather input on the Concept Alternatives and
arrive at a preferred alternative to include in the Downtown Housing Plan.
Task 2.5 Deliverables:
• Workshop agenda, Memos and/or Presentation Materials, workshop summary notes.
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• Attendance and facilitation of community workshops.
• Coordination with CITY’s project manager on workshop logistics, outreach, and publicity.
CITY’s Project Manager will secure a venue for the workshops, lead the outreach and
publicity for the events through CITY’s official public communications channels such as
newsletter, mailing lists, social media, newspapers, etc., and coordinate logistics for childcare
and refreshments.
Task 2.6 – Downtown Housing Plan Website or Webpage
CITY will host and maintain a website for the Downtown Housing Plan process to inform the
public and stakeholders on progress, centralize project records, upcoming activities, and to host
online engagement activities. CONSULTANT will coordinate with CITY staff on the
maintenance of the website, by providing most up-to-date project materials to be uploaded to the
website. The materials will include background information on the project, a schedule with key
milestones and a calendar with details about upcoming events; presentation/meeting materials,
summaries, and recordings; a description of ways for people to get involved; and contacts for
more information. The website or webpage will support Task 2, Task 3, and Task 4.
To facilitate information sharing and foster transparency with the entire community,
CONSULTANT recommends setting up a project website at the outset of the planning process as
it will serve as an easy-to-use information hub.
Task 2.6 Deliverables:
• Create initial content for project Webpage with Ongoing Updates
• Coordinate with CITY staff on uploading project materials to the website.
• Provide up-to-date project materials and content to be hosted on the website.
Task 2.7 – Best Practices and Case Studies
The CONSULTANT team will prepare up to three case studies from comparable cities to
summarize lessons learnt on similar issues and how that might be applicable to Palo Alto.
Task 2.8 – Pop-up Events (up to 3)
The CONSULTANT team will host pop-up engagement booths at farmers market, public library,
or other CITY-wide events to provide project information to the broader community.
Task 2.9 – Project branding, Outreach and Publicity Materials
The CONSULTANT team understands that developing an eye-catching logo and project
branding such as colors and typestyles go a long way in generating interest in the planning
process and create a visual cue for the community to associate flyers, meeting announcements,
yard signs, postcards, social media with the planning process. The CONSULTANT team will
create a branding concept for staff and the CITY’s Communications team to review and approve.
We will also provide content in the form of text and graphics for outreach and publicity on the
CITY’s social media channels, newsletters, and press release as relevant.
Task 2.10 – Online Surveys
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The CONSULTANT team will prepare and launch a series of online surveys on key topics, to
gather input between major engagement events. The surveys will be available through the project
website and publicized via the CITY’s media channels to gather broad input.
Task 2.11 – Developer Round Table
CONSULTANT proposes to conduct a Developer Round Table for the Technical Advisory
Group and Community Working Group and invite developers who have experience delivering
market-rate and affordable housing in the region for a discussion on topics such as housing
production, development economics, and development standards and their impact on financial
feasibility of projects.
TASK 3 – COMMUNITY ASSESSMENT AND POLICY DEVELOPMENT
This task focuses on identifying and analyzing challenges and opportunities to increase housing
development downtown. This task includes reports/memos and presentations to the Community
Working Group and Technical Advisory Group as deemed necessary, including the CITY
Council during study sessions. Reports may be grouped together.
Task 3.1 – Key Community Assessment and Policy Development Focus Areas
This task outlines the primary analysis and reports necessary for identifying and analyzing the
Downtown Housing Plan area central opportunities and challenges, as well as for meeting the
MTC’s Priority Development Area Grant analysis requirements. These analyses will inform and
become part of the chapters contained within the Downtown Housing Plan.
Task 3.1.1 – Equity Analysis, Assessment, and Policy Recommendations
This task will identify any existing inequities between people of different racial or ethnic
backgrounds, genders, age groups, abilities, or sexual orientation, as well as the historic and
recent factors and policies that contribute to these inequities. This task will utilize this
information to develop policies to address existing inequities, as well as to inform the meetings
and outreach efforts discussed in Task 2 and inform the deliverable for Task 3.2.2. This task
integrates and builds upon the findings from the Housing Element update process and informs
understanding of community needs around equity in the Downtown Housing Plan area. That
information will include area specific information on demographics, economic opportunity and
stability, housing stability, health and risk factors of residents and employees of businesses in the
Downtown Housing Plan area and surrounding community.
Understanding inequities and policy solutions to address those inequities in the Palo Alto
Downtown Housing Plan:
i. Requires an analytical approach that applies both data and lived experiences,
ii. Examines a broader geography that captures those who are not residing in the Downtown
area as a result of legacies of displacement and discrimination, and
iii. Situates today’s conditions and trends within the historic and current policy context that
drove these patterns.
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Based on this approach, SUBCONSULTANT Strategic Economics, who will lead this task will
analyze and develop equity policy recommendations through the following steps:
• Data analysis: The data analysis phase will measure trends in and existing inequities between
people of different racial and ethnic backgrounds, genders, age groups, abilities, and sexual
orientations. The data analysis task will first establish a set of geographies for which equity
indicators data will be collected, including, at minimum, the Downtown Housing Plan area,
the CITY, and—since housing discrimination has resulted in segregation at the inter-CITY
level—an area encompassing nearby communities. SUBCONSULTANT Strategic
Economics will also map selected equity indicators to examine the spatial pattern of
inequities and determine the role Downtown Palo Alto can play in addressing specific
inequities. Based on these geographies, equity indicators data will be collected and analyzed,
including indicators for economic conditions, jobs and workforce, education, health, housing,
and public safety. The indicators analysis will incorporate a variety of public data sources
such as the U.S. Census, local school districts, Santa Clara County and San Mateo County
public health departments, and state and local sources. The analysis will also incorporate
recent local CITY analyses—such as the Housing Element update analyses—and outside
analyses, such as the UC Berkeley Urban Displacement Project’s displacement risk modeling
that measures the involuntary displacement outcomes that result from economic exclusion.
• Historical and policy context: In order to connect the findings of the data analysis with their
causes, SUBCONSULTANT Strategic Economics will research the historical context and
policy context driving patterns of inequity in Palo Alto today. This research will include
review of available local historical research that centers marginalized communities, as well
as review of historic mechanisms that may have driven local displacement and segregation.
Examples include redlining, exclusionary zoning, and use of eminent domain.
SUBCONSULTANT Strategic Economics will review recent equity-related analyses and
policy efforts such as the CITY’s ongoing Race and Equity efforts through the Policy and
Services Committee. SUBCONSULTANT Strategic Economics will also review the CITY’s
Housing Element analyses and major policies, regulations, and initiatives especially relevant
to the Downtown Housing Plan, such as those related to land use, transportation, housing,
health, community services, and economic and workforce development.
• Community engagement: Identifying and resolving inequities requires deep engagement with
the lived experience of members of impacted communities. SUBCONSULTANT Strategic
Economics will work with the CONSULTANT team to ensure that the community outreach
and engagement strategy incorporates an approach and tools to gather input from a diverse
range of stakeholders. Possible examples include outreach through community organizations,
incorporation of an equity-focused community workshop, ensuring diverse representation on
the Community Working Group, use of translation services, and stakeholder outreach to
community organizations. Per the scope of Task 2, SUBCONSULTANT Strategic
Economics will lead outreach and engagement activities related to advancing equity,
including presentation of findings and initial policy recommendations in order to refine these
recommendations.
• Policy recommendations: Based on the data analysis, assessment of the historical and policy
context, and input received from community stakeholders, SUBCONSULTANT Strategic
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Economics will develop policy and program recommendations for the Downtown Housing
Plan that will advance equity by race/ethnicity, gender, age group, ability, and sexual
orientation. Strategic Economics will author a report describing findings and conclusions of
the analysis, research, and community engagement, and will present policy recommendations
for vetting and refinement ahead of potential inclusion in the Downtown Housing Plan itself.
Task 3.1.1 Deliverable:
• Prepare Equity Analysis, Assessment, and Policy Recommendation Report or Memo (admin
and final drafts)
• Attend City Council Study Session
Task 3.2.1 – Responsiveness to State, Regional, and Local Legal and Regulatory Landscape
for Housing Production, Preservation, and Protection Policy Recommendations
This task involves investigating and summarizing state, regional, and the local policies used by
other jurisdictions that influence the regulatory landscape for housing production, preservation,
and protection.
The CITY’s existing housing-related policies, regulations, and tools operate within a complex
and ever-evolving regulatory landscape that influences local opportunities to produce market rate
and affordable housing, preserve existing affordable housing units, and protect residents from
displacement from their housing units and communities. Based on a review of existing plans and
studies, as well as input from CITY staff and the Technical Advisory Group,
SUBCONSULTANT Strategic Economics will summarize existing CITY programs, policies,
and funding for housing production, affordable housing preservation, and resident displacement
protection. SUBCONSULTANT Strategic Economics will also research state, regional, and local
policies in jurisdictions surrounding Palo Alto to identify additional housing policy tools and
funding mechanisms. Drawing on its own experience, as well as a review recently completed
studies on the topic of affordable housing in the Bay Area, SUBCONSULTANT Strategic
Economics will prepare a matrix of “best practices” for the development and preservation of
affordable and market rate housing units within the Downtown Housing Plan area. The best
practices matrix will be focused on tools and programs that can be implemented to address
affordable housing in the area.
Task 3.2.1 Deliverable:
• Prepare State, Regional, and Local Legal and Regulatory Landscape Analysis, Assessment,
and Policy Recommendation Report or Memo
• Attend City Council Study Session
Task 3.2.2 – Affordable Housing and Jobs Analysis, Assessment and Policy
Recommendations
This task identifies the composition of jobs in the Downtown Housing Plan area and evaluates
the affordability of housing compared to the wages of employees in these jobs. This task
quantifies housing need, establishes the housing profile for the area, (deed-restricted affordable
housing, unsubsidized affordable housing, market-rate housing, informal housing, and
accessibility, etc.), establishes the employment/industry profile for the area, identifies the
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development pipeline, assesses real estate conditions and constraints, and assesses local policy
conditions and constraints. This task will discuss obstacles to delivery of housing for all income
levels and responsive policies. This task will be closely coordinated with the Housing Element
update process that is already underway.
This task integrates and builds upon the findings from Task 3.2.2 3.2.1, as well as the Housing
Element update process. This task informs understanding of community needs regarding housing
and employment, including how to affirmatively further fair housing in the Downtown Housing
Plan area. This task draws upon the information from Task 3.2.1 and identifies in greater detail
the characteristics of the existing and planned housing stock in the Downtown Housing Plan area
and surrounding area, as well as projected short- and long-term need.
SUBCONSULTANT Strategic Economics will prepare a detailed assessment of housing needs,
residential market conditions, a profile of existing and planned housing, and current policies and
regulations to identify barriers and opportunities to housing production and preservation in the
Downtown Housing Plan area. This work will incorporate research and policy recommendations
from the Housing Element and tasks 3.2.1, 3.2.2, and 3.2.3. Specific sub-tasks include the
following:
• Housing profile: SUBCONSULTANT Strategic Economics will develop a profile describing
the existing inventory of housing in the Downtown Plan area, with comparison to the CITY
of Palo Alto overall. The inventory will incorporate U.S. Census data describing the
composition of the existing housing stock, as well as CITY data tracking deed-restricted
affordable housing. The inventory will seek to quantify “naturally occurring affordable
housing” (NOAH) based on characteristics typically associated with these units.
• Real estate market conditions: SUBCONSULTANT Strategic Economics will analyze
housing market conditions/trends and summarize the housing development context within the
Palo Alto Downtown Housing Plan area. To supplement real estate market and development
data, SUBCONSULTANT Strategic Economics will conduct interviews with for-profit and
nonprofit housing developers to gain insights on the key opportunities and constraints for
housing production in the area.
• Jobs, occupation, and wage analysis: SUBCONSULTANT Strategic Economics will measure
the link between existing jobs in the Downtown Housing Plan Area and the CITY as a whole
and will measure housing need at different income levels. First, SUBCONSULTANT
Strategic Economics will create a profile of jobs by industry sector in the Downtown area
and the CITY, based on California EDD data, JobsEQ data provided by the CITY via
NOVAworks, or U.S. Census business patterns data. SUBCONSULTANT Strategic
Economics will also develop a short- and long-term projections of job growth based on
ABAG Plan Bay Area 2050 projections. Second, SUBCONSULTANT Strategic Economics
will estimate the occupations and wages associated with these jobs based on the California
EDD occupation and wage matrix data for Santa Clara County. Third, SUBCONSULTANT
Strategic Economics will calculate the number of new households, by income level,
associated with this employment growth.
• Housing needs and displacement risks: Housing needs by income level will be compared
against the housing profile and market conditions to determine potential existing mismatches,
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and to gauge long-term challenges in meeting housing need and addressing displacement
impacts. The analysis of displacement risks will incorporate the latest research on
gentrification and displacement effects by the Urban Displacement Project at UC Berkeley
and literature reviews recently completed by SUBCONSULTANT Strategic Economics to
examine the relationship between office employment growth and the potential for
gentrification and displacement in surrounding neighborhoods.
• Policy reviews and recommendations: SUBCONSULTANT Strategic Economics will
incorporate the findings of the policy review in task 3.2.2 to develop policy
recommendations for meeting the housing needs, opportunities, and challenges identified in
task 3.2.3.
Task 3.2.2 Deliverable:
• Prepare Affordable Housing and Jobs Analysis, Assessment, and Policy Recommendation
Report or Memo (admin and final draft);
• Attend City Council Study Session covering the content of Tasks 3.2.2 and 3.2.3.
Task 3.2.3 – Housing Development Implementation, Economic Feasibility, and Financing
Analysis and Policy Recommendations
This task focuses on a housing development feasibility analysis to identify the development
standards, incentives, and the associated remaining amount of subsidy necessary to yield more
residential and mixed-use developments specifically in the Downtown Housing Plan area. This
task integrates and builds upon the findings from Task 3.2.1, Task 3.2.2, and the Housing
Element update process. This task will analyze the housing opportunity sites identified in the
Housing Element Update to understand what is required for housing to be realized on these sites.
The analysis will investigate publicly owned and privately owned parcels at various levels of
housing affordability. The analysis will identify funding necessary to rehabilitate existing
affordable units in the area, thereby preserving and protecting them. Like efforts undertaken by
MTC and ABAG, the analysis will identify the funding shortfall that limits the level of
affordable housing production and rehabilitation in the Downtown Housing Plan area.
This task will include recommendations for CITY actions to help finance affordable housing,
such as consideration of publicly owned parking lots or other publicly owned parcels for housing
and mixed-use projects, consideration of different types of partnerships with developers,
facilitation of land assembly policies, consideration of establishing a business tax to support the
Housing Trust Fund, and consideration of a bond measure.
SUBCONSULTANT Strategic Economics will conduct a financial feasibility analysis to assess
the potential to incentivize residential development on the opportunity sites identified in the
Housing Element Update. The analysis will examine the relative performance of different
residential product types and analyze factors influencing the feasibility of residential
development in Downtown Palo Alto.
SUBCONSULTANT Strategic Economics will build static pro forma models that will test the
financial feasibility of up to three residential prototype development projects, each representing
different intensities of development on a typical exemplar opportunity site.
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SUBCONSULTANT Strategic Economics will coordinate with CONSULTANT and CITY staff
to create detailed development project prototypes representing recent and likely residential
development projects in Palo Alto. Based on these prototypes, SUBCONSULTANT Strategic
Economics will estimate construction costs and attainable revenues. These estimates will
incorporate the results of interviews with real estate professionals (developers, contractors,
architects, etc.) with recent or current projects in Palo Alto and Santa Clara and San Mateo
Counties. Cost estimates of CITY permits, and fees will be reviewed with Planning staff,
including assumptions regarding housing impact fees, inclusionary housing in-lieu fees, and
verification of specific housing requirements.
The static financial models for the three residential prototypes will be used to compare costs and
capitalized project revenues to test sensitivity of the prototypes’ financial feasibility to factors
influencing construction costs, attainable revenues, and required return—such as reduced parking
or fees, differences in housing unit mix, or public land contributions—based on impacts on the
prototypes’ supportable residual land values.
SUBCONSULTANT Strategic Economics will use the results of the analysis to provide input on
potential policy direction around adjustments to requirements for residential development, and to
identify the affordability gap that exists for meeting current or enhanced inclusionary housing
requirements.
SUBCONSULTANT Strategic Economics will then examine the gap between overall affordable
housing funding need in the Downtown Housing Plan area versus available funding resources.
Based on the policy review in task 3.2.1., SUBCONSULTANT Strategic Economics will
develop an inventory of tools to address housing affordability in Palo Alto and quantify funding
available from current resources.
SUBCONSULTANT Strategic Economics will adapt the financial feasibility analysis to quantify
the total affordability gap to deliver required affordable housing units in the Downtown Housing
Plan area. The analysis will also quantify a range of need for affordable housing preservation
funding based on modeling of the number of units to be preserved and the typical unit
acquisition, rehabilitation, and stabilization costs for recently completed preservation projects in
and near Palo Alto.
Based on the findings of task 3.2.3, SUBCONSULTANT Strategic Economics will identify
additional programs and policies to encourage new housing development at Downtown Palo Alto
opportunity sites and protect existing NOAH and income-restricted affordable housing. These
findings will incorporate feedback and further refinements based on feedback by the Community
Working Group and Technical Advisory Group.
Task 3.2.3 Deliverable:
• Prepare Housing Development Implementation, Economic Feasibility, Financing Analysis,
and Policy Recommendation Report or Memo (admin and final drafts)
• Attend CITY Council Study Session
Task 3.2.4 – Resilience and Climate Adaptation Analysis, Assessment and Policy
Recommendations
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This task assesses the relative vulnerability of the Downtown Housing Plan area and surrounding
communities to natural hazards (examples: sea level rise and flooding, seismic factors) and to
environmental quality (examples: air quality, tree canopy/green space, water quality,
environmental contamination). This task identifies potential investments, policies, or programs to
better adapt the community to these vulnerabilities and poise the community to respond to future
conditions and events. This task integrates and builds upon the CITY’s Sustainability and
Climate Action Plan and Sea Level Rise Vulnerability Assessment.
CONSULTANT and SUBCONSULTANT CSW|ST2 will consider climate vulnerabilities as
they pertain to downtown and in light of CITY’s Sustainability and Climate Action Plan and Sea
Level Rise Vulnerability Assessment studies.
Task 3.2.4 Deliverable:
• Prepare Resilience and Climate Adaptation Analysis, Assessment, and Policy
Recommendation Report or Memo (admin and final drafts)
• Attend City Council Study Session
Task 3.2.5 – Community Assets, Services, and Infrastructure Analysis, Assessment, and
Policy Recommendations
This task identifies the existing availability of essential services and social infrastructure
(examples: health care, food and sundries, childcare and education, open space and recreation,
community facilities, etc.), existing physical infrastructure (examples: energy, waste, water,
electric vehicle charging, broadband, etc.), and existing community assets (examples: formal and
informal gathering spaces, cultural institutions, etc.) in the Downtown Housing Plan area. This
task will assess the stability of existing and identify currently missing community assets,
services, and infrastructure, as well as identify potential investments, policies, or programs to
policies to support them in the Downtown Housing Plan area. This analysis will focus on the
needed assets to support an increased downtown population.
Task 3.2.5 Deliverable:
• Prepare Community Assets, Services, and Infrastructure Analysis, Assessment, and Policy
Recommendation Report or Memo (admin and final drafts)
• Attend City Council Study Session
Task 3.2.6 – Mobility and Interconnectivity Analysis, Assessment, and Policy
Recommendations
This task will assess trip patterns, the quality and relative safety of travel by active modes and for
persons with disabilities, access to transit and essential services, and vehicle miles traveled for
residents and employees of local businesses within and adjacent to the Downtown Housing Plan
area. This task will identify potential investments, policies or programs to improve mobility and
interconnectivity, as well as reduce Vehicle Miles Travelled (VMT).
This task integrates and builds upon Public Works Department and Office of Transportation
efforts, including the University Avenue Corridor Street Design, Citywide Bicycle + Pedestrian
Plan update, parking management, and VMT policy making.
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SUBCONSULTANT W-Trans will lead this task and conduct a comprehensive assessment of
existing and planned transportation facilities and programs that serve all users, focusing on
elements such as multi-modal connectivity within the downtown, on- and off-street public and
private parking resources including their operations and regulations (e.g. requirements and in-
lieu fees) in the CITY Code, and transportation demand management (TDM) measures designed
to reduce vehicle miles traveled (VMT). The existing conditions review will rely on existing
data such as that collected in the 2017 Downtown Parking Management Study and the Bicycle
and Pedestrian Transportation Plan Update and does not assume the collection of new data.
A strong emphasis will be placed on analyzing existing and planned parking resources in relation
to potential new development and the ability to maximize “shared” parking resources while
minimizing parking and traffic impacts to the surrounding neighborhoods. In addition, current
TDM programs and the work of the Palo Alto Transportation Management Association
(PATMA) will be evaluated, and new opportunities will be identified with particular focus on
resident and employee measures that can reduce VMT that do not inadvertently create new
impacts (e.g. unbundled parking pricing without proper on-street management). A cost
assessment will be conducted on all measures for consideration to determine the cost-effective
approach.
The resulting mobility plan will include recommended policies and programs that accomplish a
range of goals including increasing the share of non-motorized travel to the downtown,
effectively utilizing available parking resources, and reducing the need for costly parking
infrastructure and incentivizing the implementation of TDM measures to provide both
economical and sustainable mobility options to all downtown users.
Task 3.2.6 Deliverable:
• Prepare Mobility and Interconnectivity Analysis, Assessment, and Policy Recommendation
Report or Memo (admin and final drafts)
• Attend City Council Study Session
Task 3.2.7 – Downtown Private Realm and Public Realm Design Guidelines, Architectural
Review Findings, and Objective Standards for Housing Development Policy
Recommendations
This task evaluates the CITY’s current Downtown Design Guidelines, Architectural Review
Findings, and Objective Standards for Housing Development to assess which aspects could be
updated to facilitate housing development in the Downtown Housing Plan area. Private realm
considerations include design gestures that contribute to a strong sense of place, such as building
massing, lighting, landscaping, and building interfaces with public realm such as streets, alleys,
and open space. Considerations include building on previous efforts that maintained view
corridors, activity focal points, and a human scale orientation throughout downtown.
Considerations also include urban design that addresses the anticipated greater diversity of
building forms, densities, height, and mixed-use development for the Downtown Housing Plan
area. This effort will draw on CITY-wide Objective Design Standards as well as Housing
Element discussions regarding form.
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The alternatives exploration will be guided by an understanding of market demand and
development feasibility of housing types and other uses. CONSULTANT will develop 2D
diagrams and 3D illustrations to test site feasibility, program options and scale of development.
These materials will also serve as effective communication tools during stakeholder and
community engagement events. Based on the feasibility testing and concept explorations,
CONSULTANT will prepare recommendations for updates to existing standards and
introduction of new standards and guidelines to achieve the desired outcomes. Public realm
considerations include a Sustainable Streets focus that identifies the key remaining steps
necessary to implement vision zero policies, complete street designs, versatile use of the public
right of way, and green streets infrastructure designs within the Downtown Housing Plan area.
Public realm considerations also reference innovations in parking management and curb
management.
CONSULTANT will prepare open space and landscape design standards and guidelines for
public and private realm, addressing open space requirements for private development, planting
guidelines, stormwater and wastewater management guidelines, parking, and curb management,
etc. CONSULTANT will include cross-sections and precedent images to communicate best
practices and guidance on open space and landscape treatment.
Task 3.2.7 Deliverable:
• Prepare Downtown Private Realm and Public Realm Design Guidelines, Architectural
Review Findings, and Objective Standards for Housing Development Policy
Recommendations Report or Memo
• Attend City Council Study Session
Task 3.2.8 – Downtown Visioning, Opportunities/Constraints, Identification of Community
Best Practices, and Downtown Housing Plan Approach Recommendations
This task integrates all other subtasks and discusses the options for meeting the Downtown
Housing Plan area central challenges based upon the information surfaced during this
Community Assessment and Policy Development effort.
Task 3.2.8 Deliverable:
• Prepare Downtown Visioning, Opportunities/Constraints, Identification of Community Best
Practices and Downtown Housing Plan Approach Recommendations Report or Memo
• Attend City Council Study Session
Task 3.2.9 Fiscal Impact Analysis
Based on a buildout program provided by CONSULTANT, Strategic Economics will estimate
the fiscal impact of development in the Downtown Housing Plan area. The analysis will estimate
the fiscal impact of a potential future development scenario on the CITY’s General Fund. The
fiscal study will estimate the operating revenues and expenditures associated with projected net
new growth in commercial and residential land uses. SUBCONSULTANT Strategic Economics
will analyze the property tax, sales tax, and other major sources of General Fund revenues
associated with net new growth in land uses. Based on interviews with key CITY departments,
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SUBCONSULTANT Strategic Economics will calculate the increase in General Fund
expenditures for providing services to new residents and employees. Based on the results of the
fiscal assessment, SUBCONSULTANT Strategic Economics will determine whether the
estimated public revenues would offset increases in the cost of public services to serve new
development.
Task 3.2.9 Deliverable:
• Fiscal Impact Analysis Memo (two drafts: administrative and final)
TASK 4 –DOWNTOWN HOUSING PLAN DOCUMENTS
This overall task outlines the primary documents necessary for adoption of the Downtown
Housing Plan, as well as the documents necessary to meet the MTC’s Priority Development Area
Grant requirements.
Task 4.1 – Downtown Housing Plan Preparation
This task outlines the steps necessary to prepare the Downtown Housing Plan. This task may
include meetings with the Community Working Group. CONSULTANT will lead this task and
coordinate contributions from other team members. We will set up a project branded document
template for the final Downtown Housing Plan.
Task 4.1.1 – Downtown Housing Plan Sections and Topic Outline
This task results in the outline of the Downtown Housing Plan sections and topics. As required
by the MTC’s Priority Development Area Grant, the outline can be organized differently, but
will include at least the following topics: introduction, vision, development standards, open
space, mobility, community assets and infrastructure, and implementation and financing. This
report will integrate the content and deliverables from the prior tasks. CONSULTANT will
prepare an outline of the Downtown Housing Plan document for staff review and finalize it
based on feedback received.
Task 4.1.1 Deliverable:
• Prepare Downtown Housing Plan Sections and Topic Outline
Task 4.1.2 - Downtown Housing Plan Administrative Draft 1
CONSULTANT will prepare a digital copy of the Administrative Draft of the Downtown
Housing Plan. Draft 1 will be submitted in a Word file format for Staff comments, with
accompanying graphics and images in a separate PDF format.
Task 4.1.2 Deliverable:
• Prepare Downtown Housing Plan Administrative Draft 1 (Word and Portable Document
Format (PDF) versions)
Task 4.1.3 - Downtown Housing Plan Community Working Group and Technical
Advisory Group Draft 1
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CONSULTANT will provide a digital copy of the Administrative Draft 1 of the Downtown
Housing Plan for review by the Community Working Group and the Technical Advisory Group.
Task 4.1.3 Deliverable:
• Prepare Downtown Housing Plan Community Working Group and Technical Advisory
Group Draft 1 (Word and PDF versions)
Task 4.1.4 - Downtown Housing Plan Administrative Draft 2
Downtown Housing Plan Administrative Draft 2 will address comments received on Draft 1,
from Staff, Technical Advisory Group and Community Working Group. CONSULTANT will
format Draft 2 in the project branded graphic template and will submit it for a second round of
Staff review in a PDF format.
Task 4.1.4 Deliverable:
• Prepare Downtown Housing Plan Administrative Draft 2 (Word and PDF versions)
Task 4.1.5 - Downtown Housing Plan Public Hearing Draft 1
CONSULTANT will address comments received on Administrative Draft 2 and prepare a PDF
of Downtown Housing Plan Public Hearing Draft 1, formatted in the project branded graphic
template.
Task 4.1.5 Deliverable:
• Prepare Downtown Housing Plan Public Hearing Draft 1 (Word and PDF versions)
Task 4.1.6 – Downtown Housing Plan Final
CONSULTANT will incorporate comments received on the Public Hearing Draft of the
Downtown Housing Plan and prepare a PDF of the final Downtown Housing Plan document.
Task 4.1.6 Deliverable:
• Prepare Downtown Housing Plan Public Final
Task 4.2 – Downtown Housing Plan California Environmental Quality Act (CEQA)
Environmental Document
This task outlines the steps necessary to prepare the CEQA Environmental Document necessary
for the Downtown Housing Plan. The goal of this task is to prepare the correct CEQA document
that will clear projects that are consistent with the Downtown Housing Plan, avoiding the need
for project-level analyses.
Task 4.2.1 – Notice of Preparation (NOP)/Initial Study Task
SUBCONSULTANT David J Powers & Associates will prepare an Initial Study which will tier
from the Comprehensive Plan Update Final EIR. The Initial Study, which will utilize the CEQA
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Guidelines Appendix G Checklist, will analyze the proposed housing Downtown Housing Plan
assuming the policies and mitigation measures identified in the Comprehensive Plan Update
Final EIR as part of the project. All development standards identified in the Downtown Housing
Plan will also be assumed in the analysis. The intent is to provide a sufficient level of analysis to
allow future projects/discretionary actions to proceed without supplemental environmental
review.
Prior to the start of the Initial Study, SUBCONSULTANT David J Powers & Associates will
participate in a kick-off meeting with CITY staff to confirm the assumptions of the analysis, the
scope of work, and schedule. After the kick-off meeting, SUBCONSULTANT David J Powers
& Associates will prepare the project description to be included in the environmental analysis
and submit to CITY staff for review. The kick-off meeting and preparation of the project
description would take one week to complete.
Based on a review of the Comprehensive Plan Update Final EIR, this scope assumes that the
analysis will not quantify operational or construction Air Quality, Greenhouse Gas Emissions,
Noise, or Vibration.
A Phase I Environmental Site Assessment of the Downtown Housing Plan Area will be required
to identify the appropriate mitigation for future projects. A transportation analysis, which
quantifies vehicle miles traveled (VMT), will also be required. While VMT was addressed in the
Comprehensive Plan Update Final EIR, the EIR was completed and certified prior to the
adoption of a quantifiable VMT threshold and the Santa Clara Valley Transportation Authority’s
VMT Evaluation Tool. As such, an updated VMT analysis will be required.
Based on the findings of the Comprehensive Plan Update Final EIR, an EIR would be required if
the Initial Study analysis finds a significant unavoidable impact to historic structures and/or
VMT. It is unlikely that the proposed Downtown Housing Plan would result in any other
resource area having a new significant impact or a greater level of impact than what was
identified in the Comprehensive Plan Update Final EIR.
Assuming the VMT analysis would take 10 weeks to complete, including two weeks for a
detailed scope review and approval by CITY staff, the Initial Study would be completed 13
weeks after approval of the project description.
If the analysis determines that an EIR is required (see Task 4.2.2), DJP&A will prepare a Notice
of Preparation (NOP) and submit the NOP to the CITY along with the Initial Study for review. If
an EIR is not required, DJP&A will submit just the Initial Study for review. Preparation of the
NOP will not add time to the 13-week Initial Study schedule.
4.2.1 Deliverable:
• Prepare Notice of Preparation (NOP)/Initial Study
Task 4.2.2 - Identification of Appropriate CEQA Environmental Document
This task identifies the appropriate CEQA Environmental Document, likely an Initial
Study/Negative Declaration, Initial Study/Mitigated Negative Declaration, Supplemental
Environmental Impact Report, or a Programmatic Environmental Impact Report.
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Based on the findings of the Initial Study, SUBCONSULTANT David J Powers & Associates
will prepare a memo for CITY staff outlining the level of environmental review required
pursuant to CEQA. The memo will be completed and submitted to the CITY within three
business days of completing the Initial Study.
Task 4.2.2 Deliverable:
• Prepare CITY Internal Memo
Task 4.2.3 – Environmental Document Notices and Preparation
This task outlines the steps for completing CEQA documentation for the Downtown Housing
Plan.
Task 4.2.3A – Scoping Meeting
If an EIR is required, SUBCONSULTANT David J Powers & Associates will assist CITY staff
as needed in completing a scoping meeting for the EIR. SUBCONSULTANT David J Powers &
Associates will prepare the public notices and any necessary reports, prepare a presentation
describing the public participation process, and respond to questions as needed during the
meeting.
Task 4.2.3A Deliverable:
• Prepare noticing materials;
• Facilitation of Scoping Meeting
Task 4.2.3B – Administrative Draft CEQA Environmental Document Task
If it is determined that an Initial Study is the appropriate level of environmental review, submittal
of the Initial Study (as outlined in Task 4.2.1) will constitute the administrative draft CEQA
document. If an EIR is required, the Initial Study will be used to focus the EIR on the
new/greater resource impacts. The EIR will be prepared and submitted within three weeks of
submittal of the Initial Study. If an EIR is required, the Initial Study will be included in the EIR
as Appendix A for public circulation. If an EIR is recommended, SUBCONSULTANT David J
Powers & Associates recommends a meeting with CITY Staff to discuss and outline alternatives
to be assessed in the EIR.
4.2.3B Deliverable:
• Prepare Administrative Draft CEQA Environmental Document
Task 4.2.3C –Draft CEQA Environmental Document Task
Based on CITY Staff comments on the EIR and/or Initial Study, SUBCONSULTANT David J
Powers & Associates will revise the document as needed and submit a Screencheck EIR and/or
Initial Study for final review and approval. Once final approval is provided by CITY Staff,
DJP&A will prepare the Draft EIR and/or Initial Study for public circulation. Deliverables will
include a PDF of the environmental document and appendices for posting on the CITY’s
website, uploading of all documents to the State Clearinghouse, and delivery of up to 35 hard
copies of the document to the CITY for distribution.
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4.2.3C Deliverable:
• Prepare Draft CEQA Environmental Document
Task 4.2.3D – Notice of Completion (NOC)
SUBCONSULTANT David J Powers & Associates will prepare the Notice Completion for
circulation of the environmental document.
Task 4.2.3D Deliverable:
Prepare and file Notice of Completion (NOC) with State Clearinghouse
Task 4.2.3E – Final Environmental Impact Report (FEIR) (If Applicable)Task
If an EIR is required, SUBCONSULTANT David J Powers & Associates will prepare a Final
EIR which responds to all comments received during the public circulation period and includes
any necessary text edits. The Administrative Draft Final EIR will be submitted to the CITY
within three weeks of the end of the circulation period for review, dependent on the number and
substance of comment letters received. The schedule for completion of the Final EIR will be
coordinated with CITY staff once all comments are received and the level of work required to
prepare the Final EIR is understood.
This scope assumes one administrative draft review and one Screencheck review. Upon approval
of the Screencheck, DJP&A will finalize the Final EIR and submit a PDF of the environmental
document for posting on the CITY’s website, upload the document to the State Clearinghouse,
and deliver of up to 25 hard copies of the document to the CITY for distribution.
If an Initial Study is prepared, DJP&A will prepare a response to comments memo to be included
in the staff report if necessary. The response to comments memo would follow the same process
as the Final EIR but would not be required to be uploaded to the State Clearinghouse and no hard
copies would be provided.
4.2.3E Deliverable:
Prepare Final Environmental Impact Report (FEIR)
Task 4.2.3F – Notice of Determination (NOD)
Upon approval/certification of the environmental document, DJP&A will prepare a Notice of
Determination and file it at the County within five business days of the final public hearing.
Task 4.2.3F Deliverable:
Prepare and file Notice of Determination (NOD) with State Clearinghouse
Task 4.2.3G – Technical SUBCONSULTANTS for EIR
Noting this tasks identifies that resources will be need for technical consults and ensures that
Exhibit A matches Exhibit C back up material in terms of budgeted amount. A breakdown of
scope of work and labor costs will be approved by CITY staff prior to use of these budgeted
funds.
Task 4.3 – Downtown Housing Plan Adoption, CEQA Environmental Document
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Certification, Comprehensive Plan Amendment, and Municipal Code Update
This task outlines the steps necessary to adopt the Downtown Housing Plan.
Task 4.3.1 – Public Hearings (Updates and Coordination)
This task pertains to public hearings with City Council and other boards and commissions to
provide updates and coordination on the Downtown Housing Plan process. Three to five public
hearings are anticipated with each body (i.e. City Council, Planning and Transportation
Commission, Architectural Review Board).
CONSULTANT will coordinate with the CITY’s Project Manager on preparing updates on the
Downtown Housing Plan Preparation Process to present at public hearings with the City Council,
Planning and Transportation Commission, and Architectural Review Board. CONSULTANT
will prepare presentation materials as needed, for the public hearings.
SUBCONSULTANT David J Powers & Associates will provide staff support as necessary at up
to 15 total public hearings during preparation of the environmental analysis, including giving
presentations to each body on the status of the environmental analysis and responding to
questions.
Task 4.3.1 Deliverables:
• Prepare reports and presentation materials, meeting summary notes,
• Attendance at public hearings.
Task 4.3.2 – Public Hearings (Adoption)
This task pertains to public hearings with CITY Council and other boards and commissions
necessary to certify the CEQA Environmental Document and adopt the Downtown Housing
Plan. At least four public hearings are anticipated.
CONSULTANT will provide staff support as necessary, by providing presentation materials and
other relevant content, at up to four public hearings for adoption of the Downtown Housing Plan
and CEQA Environmental Document. SUBCONSULTANT David J Powers & Associates will
provide staff support as necessary at up to four total public hearings for adoption of the
Downtown Housing Plan and environmental analysis, including giving presentations to each
body on the findings of the environmental analysis and responding to questions.
Task 4.3.2 Deliverables:
• Prepare reports and presentation materials, meeting summary notes.
• Attendance at public hearings.
Task 4.3.3 – CEQA Environmental Document Certification or Adoption
SUBCONSULTANT David J Powers & Associates will assist CITY staff with preparation of the
findings/resolution as needed for certification of the EIR or adoption of the Initial Study.
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Task 4.3. 3 Deliverable:
• Document Certification/Adoption Resolution
Task 4.3.4 - Downtown Housing Plan Adoption
CONSULTANT will provide staff support as necessary for Downtown Housing Plan Adoption.
Task 4.3.4 Deliverable:
• Assist with Downtown Housing Plan Adoption Resolution
Task 4.3.5 – Land Use Map Update and Comprehensive Downtown Housing Plan
Amendment
CONSULTANT will assist staff in updating the Land Use Plan and other relevant sections of the
CITY-wide Comprehensive Plan.
Task 4.3.5 Deliverable:
• Assist with Map Update and Amendment Resolution
Task 4.3.6 – Zoning Map Update and Municipal Code Update
CONSULTANT will assist staff in updating the Zoning Map and relevant sections of the CITY
Municipal Code.
Task 4.3.6 Deliverable:
• Assist with Map and Code Update Ordinance
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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.
CONTRACT NO. C24187236
1A. TASK ORDER NO.:
2. CONSULTANT OR SUBCONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START:
4 TOTAL TASK ORDER PRICE: $__________________
7. SCOPE OF SERVICES – MUST REFERENCE TASK(S) IN EXHIBIT A
8. ATTACHMENTS:
I hereby authorize the performance of
the work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
Name
__________________________________
Title______________________________
Date
__________________________________
I hereby acknowledge receipt and
acceptance of this Task Order and
warrant that I have authority to sign on
behalf of Consultant.
APPROVED:
WALLACE ROBERTS & TODD, LLC
Name
__________________________________
Title______________________________
Date
__________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each task either on daily basis or as
directed by CITY staff. The time to complete each milestone may be increased or decreased by
mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all
work is completed within the term of the Agreement.
TASKS SCHEDULE
1. PROJECT MANAGEMENT AND
COORDINATION
ONGOING/DAILY
2. COMMUNITY OUTREACH AND
ENGAGEMENT
AS DIRECT BY CITY STAFF
3. COMMUNITY ASSESSMENT AND
POLICY DEVELOPMENT
AS DIRECT BY CITY STAFF
4. DOWNTOWN HOUSING PLAN
DOCUMENTS
AS DIRECT BY CITY STAFF
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EXHIBIT C
COMPENSATION
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.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1
(PROJECT MANAGEMENT AND COORDINATION)
$121,265
Task 2
(COMMUNITY OUTREACH AND ENGAGEMENT)
$338,170
Task 3
(COMMUNITY ASSESSMENT AND POLICY
DEVELOPMENT)
$385,310
Task 4
(DOWNTOWN HOUSING PLAN DOCUMENTS)
$490,895
Sub-total for Services $1,335,640
Reimbursable Expenses (if any) $35,500
Total for Services and Reimbursable Expenses $1,371,140
Additional Services (if any, per Section 4) $137,114
Maximum Total Compensation $1,508,254
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
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be reimbursed are: travel, meals, printing, translation services, renderings,
visualizations, and stipends for nonprofit/community members/round table panelists
up to the not-to-exceed amount of: $35,500.
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.
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EXHIBIT C-1
SCHEDULE OF RATES
CITY, CONSULTANT and SUBCONSULTANTS may at any time mutually agree to add new
position titles, rates, and adjust listed rates so long as the changes do not increase the not to
exceed amount as noted in Section 4.
CONSULTANT’s schedule of rates is as follows:
Wallace Roberts & Todd, LLC
Principal $265
Principal Advisors $265
Project Manager $205
Sr. Urban Designer/Architect $205
PUD Level III $160
UD Level 1 $115
Administrative Support $110
SUBCONSULTANTS schedule of rates is as follows:
CBI
Principal $255
Staff $205
Strategic Economics
Principal $235
Associates $140
Research Analyst $115
W-Trans
Principal $300
Project Manager $270
Project Planner $135
Administrative Support $130
CSW | ST2
Principal $300
Project Manager $270
Engineer $175
David J Powers & Associates
Principal $295
Project Manager $230
Staff $120- $180
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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 THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A 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
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.
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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 TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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CITY OF PALO ALTO CONTRACT NO. C24187237
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND GOOD CITY COMPANY
This Agreement for Professional Services (this “Agreement”) is entered into as of the 26th day of
January 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and GOOD CITY COMPANY, a California
Corporation, located at 601 Allerton Street, Suite 110, Redwood City, CA 94063
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to utilize Project Management services for the Downtown Housing Plan (the
“Project”) and desires to engage a consultant to provide community engagement, public meeting,
document review, and other general project management services 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.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2026,
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.
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CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services 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 Fifty
Seven Thousand Six Hundred Forty Dollars ($357,640). 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 Seventeen Thousand Eight Hundred Eighty-Two
Dollars ($17,882) 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 Three Hundred Seventy-
Five Thousand Five Twenty-Two Dollars ($375,522), 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.
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. All invoices shall be
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submitted to the Planning Department’s contract email account at
PCEContracts@cityofpaloalto.org to ensure timely payment.
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.
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
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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.
SECTION 12. SUBCONTRACTING.
Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that
subcontractors may be used to complete the Services only with prior approval, in writing, including
scope of services, cost and duration.
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 Kelly Beggs
Telephone: 628-222-5985, Email: kbeggs@goodcityco.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 Coleman Frick, Planning and Development Services Department, , 250
Hamilton Ave. Palo Alto, CA, 94301 Telephone: 650-838-2821, Email:
coleman.frick@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
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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
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 demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from 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.
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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
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,
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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
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.
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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.
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.
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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
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 not subject to prevailing wages and related requirements.
CONSULTANT is not required to pay prevailing wages and meet related requirements under the
California Labor Code and California Code of Regulations in the performance and implementation
of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
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 not a 9204 Public Works Project.
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.
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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
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,
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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
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C24187237 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
GOOD CITY COMPANY
Officer 1
By:
Name: Aaron Aknin
Title: Secretary
aaknin@goodcityco.com
Officer 2
By:
Name: Lisa Costa-Sanders
Title: President
lcostasanders@goodcityco.com
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT will provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. CONSULTANT will complete project management services through community
engagement, public meeting, document review and other mutually agreed upon tasks.
Task 1: Project Commencement and Community Engagement Strategy
A. Weekly Check-in Meeting.
CONSULTANT will participate in a weekly 1-hour check in meeting with staff and
consultants to provide progress updates, review open action items, review upcoming
schedule milestones, and solicit feedback and discuss issues as needed. CONSULTANT will
solicit staff and consultants for agenda items and distribute agendas a day ahead of meetings.
B. Task-tracking Document.
CONSULTANT will create and maintain a task-tracking document using either OneDrive or
GoogleDocs to allow collaboration with CITY and consultant staff. The document will
specify action items, responsible parties, status, and due dates and will be updated on a daily
basis. CONSULTANT will also review action items during weekly meetings to ensure that
the CITY and consultant teams are aligned on project status and issue resolution.
C. Invoice Tracking and Approval.
CONSULTANT will create an invoice tracking spreadsheet to track budget and assess
billings as they relate to task completion. CONSULTANT will work with CITY staff to
process and pay invoices in a timely manner.
D. Schedule Tracking.
CONSULTANT will proactively track consultants’ progress on deliverables to ensure that
the project stays on schedule. CONSULTANT will ask that schedule is on the agenda for
every check-in meeting to confirm deliverable timelines and avoid slowdowns.
E. Weekly Email and Updates.
CONSULTANT will send a weekly project status email to the Planning Manager of Long-
Range Planning or designee to keep CITY staff aware of project status and will provide
updates on major issues as they arise.
F. Meeting Coordination.
CONSULTANT will work with staff and consultants to coordinate schedules, send meeting
invitations, prepare agendas, and facilitate meetings when necessary.
G. General Communications.
CONSULTANT will act as a main point of contact for internal and external inquiries and
communications regarding the Housing Plan.
H. Notices.
CONSULTANT will assist staff with preparing, posting, and mailing notices required for
public meetings and for CEQA milestones.
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Task 2: Document Review Coordination
A. Setting Document Review Policy.
CONSULTANT will establish a global review policy at the kickoff of the project to assess
the preferences of key CITY reviewers. CONSULTANT recommends consolidating
comments and streamlining review by saving documents in OneDrive or within CITY
SharePoint files so that reviewers can concurrently comment. CONSULTANT can also assist
with consolidating comments and tracked changes from multiple versions, should a
versioning issue arise.
B. Review Timelines.
CONSULTANT will clearly communicate review deadlines to CITY reviewers and will
provide follow-up reminders of deadlines.
C. Comment Review and Integration.
CONSULTANT will provide an extra layer of review of documents after CITY reviewers
provide comments to flag major issues that require attention and discussion during weekly
check-in meetings.
D. Comment Matrices.
CONSULTANT will create shared comment matrices and assign responsible parties for issue
resolution.
Task 3: Public and Community Meetings, Community Working Group Meetings, and
Technical Advisory Meetings
A. Maintain Up-to-Date Public Information.
In collaboration with the Housing Plan consultant, CONSULTANT will draft website content
and updates, as well as social media and newsletter posts.
B. Public Meetings.
In collaboration with the Housing Plan consultant, CONSULTANT will draft staff reports,
memos, and presentations using CITY templates and agenda management software.
CONSULTANT will also attend and present (as needed) at public meetings and to Boards,
Commissions and Council as necessary. CONSULTANT will also prepare notes
summarizing each public meeting.
C. Community Working Group and Technical Advisory Group Meetings.
CONSULTANT will serve as a liaison between staff, consultants and the Community
Working Group and Technical Advisory Group. CONSULTANT will coordinate meeting
times and logistics and assist staff and the Housing Plan consultant with meeting agendas and
materials. CONSULTANT will also prepare notes summarizing each Working Group and
Advisory Group meeting.
D. Community Workshops.
CONSULTANT will attend and assist the Housing Plan consultant in planning, setting up,
and staffing community workshops
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of hours specified below. The time to complete each milestone may be increased or decreased by
mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all
work is completed within the term of the Agreement.
Milestones Hours
Task 1: Project Commencement and Community Engagement Strategy 1697
Task 2: Document Review Coordination 113
Task 3: Public and Community Meetings, Community Working Group
Meetings, and Technical Advisory Meetings
62
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EXHIBIT C
COMPENSATION
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.
BUDGET SCHEDULE
Tasks Labor Categories Hours Hourly Rate Costs
Task 1
Project Commencement and
Community Engagement
Strategy
Principal 42 $260 $10,920
Planning Manager / Principal Planner 1241 $195 $241,995
Sr. Planner/Project Manager 414 $170 $70,380
Subtotal $323,295
Task 2
Document Review
Coordination
Principal 9 $260 $2,340
Planning Manager / Principal Planner 69 $195 $13,455
Sr. Planner/Project Manager 35 $170 $5,950
Subtotal $21,745
Task 3
Public and Community
Meetings, Community
Working Group Meetings,
and Technical Advisory
Meetings
Principal 14 $260 $3,640
Planning Manager / Principal Planner 32 $195 $6,240
Sr. Planner/Project Manager 16 $170 $2,720
Subtotal $12,600
Sub-total for Services $357,640
Reimbursable Expense $0.00
Total for Services and
Reimbursable Expenses
$357,640
Additional Services $17,882
Maximum Total
Compensation
$375,522
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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
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.
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EXHIBIT C-1
SCHEDULE OF RATES
CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and
adjust listed rates so long as the changes do not increase the not to exceed amount as noted in
Section 4.
CONSULTANT’s schedule of rates is as follows:
Principal/Partner $260/hour
Planning Director $230/hour
Principal Planner/Planning Manager $195/hour
Economic Development Director $230/hour
Public Policy Manager $225/hour
Chief Building Official $170/hour
Senior Planner/Project Manager $170/hour
Housing Services Consultant $170/hour
Associate Planner $140/hour
Assistant Planner $130/hour
Planning Technician $100/hour
Marketing Specialist/Graphic Designer $100/hour
Administrative Specialist $90/hour
Subconsultant Contracts Direct Billing + 10% oversight fee
Rates subject to adjustment January 1st of each year (typically 3-7% increase)
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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 THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A 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
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.
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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 TO THE FOLLOWING EMAIL:
PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: February 26, 2024
Report #:2402-2625
TITLE
Approval of Professional Services Contract with Ecology Action for a Not-to-Exceed Amount of
$139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming; CEQA status –
categorically exempt (educational program).
RECOMMENDATION
Approve and authorize the City Manager to execute a Professional Services Contract with
Ecology Action for a Not-to-Exceed Amount of $139,968 for City of Palo Alto Safe Routes to
School Spring/Fall Programming.
EXECUTIVE SUMMARY
The vendor will provide comprehensive pedestrian and bicycle safety education to
approximately 3,400 Palo Alto Unified School District (PAUSD) students utilizing best practices
in terms of age of students, diversity of teaching methods, and course content. The vendor will
be responsible for modifying curriculum and teaching techniques to meet the needs of 12
elementary schools. Activities include:
· Kindergarten, First Grade, & Fifth Grade Safety Education Grade Level Assemblies
· Second Grade Pedestrian Education Walking Field Trips
· Third Grade Bicycle Rodeo Support
BACKGROUND
Every year, the Safe Routes to School program contracts with several vendors who use largely
City-developed curriculum to provide pedestrian and bicycle safety education in the Palo Alto
Unified School District. This one-year trial of a single-vendor procurement for Safe Routes
education services will allow City staff to reduce the amount of time spent procuring and
managing multiple contracts so that staff resources can be spent more efficiently to improve
locally-developed curriculum, program quality, and reach.
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ANALYSIS
The City published the Request for Proposals (RFP) on January 23, 2024. The City received one
responsive proposal from Ecology Action.
Table #1: Summary of RFP Process
Request for Proposals Issued December 29, 2023
Proposals Due January 23, 2024
Number of Firms Notified 175
Number of Firms Notified Directly 3
Number of RFP Downloads 11
Total Days to Respond to RFP 25
Number of Proposals Received 1
Public Link to Solicitation https://procurement.opengov.com/portal/palo-
alto-ca/projects/73897
Proposal Price Range $139,968
An evaluation committee comprised of three Office of Transportation City Staff that carefully
reviewed firm qualifications and submittals in response to the criteria identified in the RFP. The
City’s RFP criteria focused on the quality of the proposal; the quality, performance and
effectiveness of the services to be provided by the contractor; and the contractor's experience,
including the experience of staff to be assigned to the project, with engagements of similar
scope and complexity.
The City received one bid under the proposed budget, and the evaluation committee identified
that the preferred service provider was sufficiently qualified to conduct the work. Based on this
approach, staff recommends contracting with Ecology Action, who provided a comprehensive
approach to the scope of work, demonstrated a clear understanding of Palo Alto and its
needs, has extensive experience working with Bay Area communities on developing Safe Routes
to School Programs, is under budget, and provides exceptional project management.
The scope of work of Ecology Action includes the following tasks, to be completed within 5-
months, beginning when the contract is executed, anticipated for February 2024:
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Table # 2: Scope of Work Summary
Program Description
2024
Season
Quantity
Requested
Minutes
per Class/
Assembly
Kindergarten
Pedestrian
Education Assembly
30-minute gradewide
assembly teaching pedestrian
safety skills
Spring 12 30
First Grade
Pedestrian
Education Assembly
30-minute gradewide
assembly teaching pedestrian
safety skills
Spring 12 30
Second Grade
Pedestrian
Education Walking
Field Trip
Create & conduct a 60-
minute classroom-based
Walking Field Trip activity to
give students a real-world
exercise in street crossing
safety
Spring 36 45
Third Grade Bike
Rodeo Scanning and
Intersection Station
Leadership
3 staff manage both student
and volunteer participation
for Scanning & Intersection
Stations 1 & 2
Fall 12 120
Fifth Grade Bike
Safety Education
Assembly-style PowerPoint
for 45-70 students
Spring 12 60
POLICY IMPLICATIONS
Safe Routes to School Educational Programming improves the quality of active transportation
options, takes into consideration important community feedback about the safety of student
cyclists, is part of a key City program supporting Comprehensive Plan and Sustainability and
Climate Action Plan goals, and is the foundation of more than 30 years of increasing student
walking and bicycling to school.
This program is consistent with key transportation goals in the City’s Comprehensive Plan
2030, including creating a sustainable transportation system, reducing congestion, and
providing a safe environment for all road users. Specific policies and programs include:
Policy T-1.16: Promote personal transportation vehicles as an alternative to cars (e.g.
bicycles, skateboards, roller blades) to get to work, school, shopping, recreational
facilities and transit stops.
Program T6.1.2: Develop, distribute, and aggressively promote maps and apps showing
safe routes to work, shopping, community services, parks and schools within Palo Alto in
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collaboration with stakeholders, including PAUSD, major employers, TMA's, local
businesses and community organizations.
Policy T-6.2: Pursue the goal of zero severe injuries and roadway fatalities on Palo Alto
city streets.
Policy T-6.4: Continue the Safe Routes to School partnership with PAUSD and the Palo
Alto Council of PTAs.
Policy T-6.5: Support PAUSD adoption of standard Safe Routes to School policies and
regulations that address the five E's of education, encouragement, enforcement,
engineering and evaluation.
Program T6.6.2: Continue to provide educational programs for children and adults, in
partnership with community-based educational organizations, to promote safe walking
and the safe use of bicycles, including the City-sponsored bicycle education programs in
the public schools and the bicycle traffic school program for juveniles.
Program T6.6.3: Work with PAUSD and employers to promote roadway safety for all
users, including motorized alternatives to cars and bikes such as mopeds and ebikes,
through educational programs for children and adults.
FISCAL/RESOURCE IMPACT
This agreement with Ecology Action is in the amount of $139,968. The FY 2024 Amended
Operating Budget has sufficient funding to cover the cost of this contract with no additional
budgetary action required.
STAKEHOLDER ENGAGEMENT
The City provided the public procurement process through its eProcurement platform and
notified 175 firms to encourage participation. Of those notified, 11 downloaded the proposal
documents and three were notified directly.
Safe Routes to School programming events will be organized with Ecology Action acting as a
scheduling liaison with the PAUSD site administrators, secretaries, teachers, District staff, and
parents. Once scheduled, Ecology Action staff will be deployed to conduct in-school educational
programming. Teacher evaluations will be completed on-site for each lesson.
ENVIRONMENTAL REVIEW
This program is exempted under California Environmental Quality Act (CEQA) regulation 15322
(Educational or Training Programs Involving No Physical Changes).
ATTACHMENTS
Attachment A: Contract with Ecology Action; Contract C24189849
APPROVED BY:
Philip Kamhi, Chief Transportation Official
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Professional Services
Rev. Jan 29, 2024 Page 1 of 24
CITY OF PALO ALTO CONTRACT NO. C24189849
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND ECOLOGY ACTION OF SANTA CRUZ
This Agreement for Professional Services (this “Agreement”) is entered into as of the 12th day of
February, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and Ecology Action of Santa Cruz, a California
corporation located at 877 Cedar Street, Suite 240, Santa Cruz, CA 95060 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to provide safety education ( the “Project”) and desires to engage a consultant
to create bike and pedestrian safety curriculum for K through 5th grade, 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”.
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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
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 December 31, 2024
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 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 One Hundred Thirty-
Nine Thousand, Nine Hundred Sixty-Eight Dollars ($139,968). The hourly schedule of rates,
if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed
or expenses incurred for which payment would result in a total exceeding the maximum
compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Dollars ($ ) 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.
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“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 quarterly
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.
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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.
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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 Juan Castillo,
jcastillo@ecoact.org, (831) 515-1349 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 Rose Mesterhazy, Transportation Department, 250 Hamilton Avenue,
Palo Alto, CA, 94301, Telephone: (650) 329-2157. 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
Scope of Services.
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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 demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from 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
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
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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
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
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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.
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
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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
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.
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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 not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
This Project is not a 9204 Public Works Project.
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
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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
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.
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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
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C24189849 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
ECOLOGY ACTION OF SANTA CRUZ
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
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Juan Castillo
Sr. Program Specialist
Kira Ticus
Budget and Operations Analyst
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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.
This Scope of Work involves providing comprehensive pedestrian and bicycle safety education
to approximately 3500 Palo Alto Unified School District (PAUSD) students utilizing best
practices in terms of age of delivery, diversity of teaching methods and course content. The
vendor will be responsible for modifying curriculum and teaching techniques to best adapt to
meet the need of 12 elementary schools. Activities are listed below and included in the attached
table.
• Kindergarten and First Grade Pedestrian Education Classroom Lessons
• Second Grade Pedestrian Education Walking Field Trip
• Third Grade Bike Rodeo Scanning Station Leadership
• Fifth Grade Bike Safety Education
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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.
Milestones Number of Days/Weeks (as specified below)
1. Complete Kindergarten Assemblies Prior to May 3, 2024
2. Complete First Grade Assemblies Prior to May 3, 2024
3. Complete Second Grade Education Between March 4 and May 3, 2024
4. Complete 3rd Grade Bike Rodeo Support Prior to November 1, 2024
5. Complete Fifth Grade Education Between April 8 and May 3, 2024
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.
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EXHIBIT C
COMPENSATION
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. In the event that public
health conditions prevent in-person education, the City will pay a pro-rated fee for the number of
lessons taught at $1,716 per second grade lesson/field trip, $1,666 per assembly or $1,518 per
Third Grade Rodeo Staff Support.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
First Grade Pedestrian Education
Total for Services and Reimbursable Expenses $
Maximum Total Compensation $
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
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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.
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.
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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.
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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
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: February 26, 2024
Report #:2402-2631
TITLE
SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter 8.04
(Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management
Regulations) (FIRST READING: January 16, 2024 PASSED 5-2, Lythcott-Haims, Tanaka no)
BACKGROUND
The ordinance has been amended to reflect part B of the Council’s motion. Specifically, a provision was
added to Section 8.10.070 to require requests to prune trees in excess of the limits in Section 8.10.020(i)
to be submitted to the urban forester fourteen days before pruning the tree with a statement explaining
why pruning beyond the limits is warranted.
During passage of the tree ordinance updates in January, staff confirmed during the council questions
that based on CAO analysis of PAMC Chapter 18.09, the updated Title 8 and applicable state law, the
tree ordinance would not apply to stand alone Table 1 ADU’s. Staff did not recommend adding specific
language to that effect at that time.
At the second reading of the tree ordinance updates, several council members expressed concern that
the updated tree ordinance did not explicitly state that PAMC 18.09 Table 1 ADUs were exempt. At
councils’ direction, the following proposed language has been added as 8.10.050 (b)(4) to address this:
The tree is proposed for removal to accommodate an ADU constructed pursuant to Section 18.09.030, or
because removal is necessary to allow an ADU constructed pursuant to Section 18.09.040 to achieve the
minimum standards set forth in state law.
ATTACHMENTS
Attachment A: Ordinance of the Council of the City of Palo Alto Amending Chapter 8.04 (Street,
Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations).
APPROVED BY:
Mahealani Ah Yun
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Ordinance No. _____
Ordinance of the Council of the City of Palo Alto Amending Chapter 8.04
(Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and
Management Regulations).
The Council of the City of Palo Alto ORDAINS as follows:
SECTION 1. Chapter 8.04 (Street Trees, Shrubs, and Plants) of Title 8 (Trees and
Vegetation) of the Palo Alto Municipal Code is hereby amended to read as follows (additions
underlined and deletions struck through):
Chapter 8.04
PUBLIC TREES, SHRUBS, HEDGES, AND PLANTS
Sections:
8.04.005 Purpose.
8.04.010 Definitions.
8.04.015 Authority of city.
8.04.020 Permit required for certain work.
8.04.030 Application for permit.
8.04.040 Issuance of permit.
8.04.050 Public nuisances.
8.04.070 Enforcement.
8.04.080 Interference with enforcement.
8.04.090 Adoption of regulations.
8.04.005 Purpose.
The purpose of this chapter is to protect and promote trees, shrubs, hedges, and plants
located on public property within the city. In establishing these procedures and standards, the
city recognizes that trees, shrubs, hedges, and plants are an essential part of the city's
infrastructure, with benefits that include promoting the health, safety, welfare, and quality of
life of the residents of the city; addressing climate change by sequestering carbon and providing
a cooling effect; reducing air, water, and noise pollution; preventing soil erosion and
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
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stormwater runoff; providing wildlife habitat; and enhancing the aesthetic environment. It is
the city's intent to encourage the preservation of trees, shrubs, hedges, and plants.
8.04.010 Definitions.
For the purposes of this title, the following words shall have the meaning ascribed to them in
this section:
(a) "Person" means individuals, firms, associations and corporations, and agents, employees
or representatives thereof.
(b) "City" means the city of Palo Alto acting by and through its authorized representatives.
(c) "Street" means and includes all land lying between the boundaries of property abutting
on all public streets, boulevards, alleys, and walks.
(d) "Parks" means and includes all parks to which names have been given by action of the
city council.
(e) "Public places" means and includes all grounds, other than streets or parks, owned by,
leased to, or under the control of the city of Palo Alto.
(f) "Tree" means and includes any woody perennial plant generally having a single main stem
and commonly achieving ten feet in height.
(g) "Shrub" means and includes any woody perennial plant generally having multiple stems
and commonly less than ten feet in height.
(h) "Hedge" means and includes any tree, shrub, or plant, when planted in a dense,
continuous line or area, as to form a thicket or barrier.
(i) "Plant" means and includes all vegetation other than trees and shrubs.
(j) "Public trees, shrubs, hedges, and plants" means and includes any tree, shrub, hedge, or
plant in any street, park, or public place in the city of Palo Alto.
(k) "Urban forester" means public works department staff including the urban forester or
their designee.
(l) "Tree permit" means a permit issued by the urban forester for one or more of the
following purposes:
(1) To permit removal of a public tree.
(2) To permit public tree care, work, or treatment.
(3) To permit removal of a protected tree under 8.10.050.
(4) To establish a tree preservation bond.
(5) For payment of "in-lieu" fees for required mitigation measures.
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Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
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8.04.015 Authority of city.
The city of Palo Alto shall have control of all public trees, shrubs, hedges, and plants now or
hereafter in any street, park or public place within the city limits, and shall have the authority to
plant, care for, remove, replace, and maintain such trees, shrubs, hedges, and plants.
8.04.020 Permit required for certain work.
Unless authorized by a tree permit or other city approval, no person shall do any of the
following:
(a) Plant, prune, trim, shape, remove, top, or in any way damage, destroy, injure or mutilate
a public tree, shrub, hedge, or plant. A tree permit is not required for a property owner,
resident, or their agent to maintain shrubs, hedges, or plants located within the city right-of-
way associated with their property.
(b) Fasten a sign, wire, or injurious material to any public tree, shrub, hedge, or plant.
(c) Excavate any ditch or tunnel; or place concrete or other pavement within a distance of
ten feet of the center of the trunk of any public tree.
8.04.030 Application for permit.
Any person desiring to do any of the work described in Section 8.04.020 may apply for a tree
permit so to do. The applicant shall state the nature of the work and the location where it will
be done.
8.04.040 Issuance of permit.
A tree permit shall be issued authorizing work that meets all the following conditions:
(a) Will not create, continue, or aggravate any hazardous condition, or public nuisance.
(b) Will not prevent or interfere with the growth, location or planting of any approved public
tree.
(c) Is consistent with the planting plan being followed by the city.
8.04.050 Public nuisances*.
Any of the following are, for the purposes hereof, defined to be public nuisances:
(a) Any dead, diseased, infested, or dying tree, shrub, hedge, or plant in any street or on any
public or private property so near to any public tree, shrub, hedge, or plant as to constitute a
danger to a public tree, shrub, hedge, or plant, or street, or portion thereof or public property.
(b) Any tree, shrub, hedge, or plant on any private property or in any street, of a type or
species that will destroy, impair, or otherwise interfere with any street improvement, sidewalk,
curb, approved public tree, gutter, sewer, other public improvement, including utility mains and
services, or a public tree, shrub, hedge, or plant.
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Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
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(c) Any tree limb, shrub, hedge, or plant reaching a height more than three feet above the
curb grade adjacent thereto, except a tree trunk having no limbs lower than nine feet above
curb grade, within the thirty-five foot triangle of public or private property, measured from the
projected curb lines, at the intersections of any street improved for vehicular traffic where
either traffic signals, stop signs, or yield signs are not installed, or at any intersections which are
determined by the chief transportation official to contain a tree limb, shrub, hedge, or plant
that obscures or impairs the view of a passing motorist, cyclist or pedestrian so as to create a
safety hazard.
(d) Vines or climbing plants growing into or over any public tree, shrub, hedge, or plant; or
any public hydrant, pole or electrolier.
(e) Existence of any tree within the city limits that is infested or infected with objectionable
insects, scale, fungus, or growths that are included in the California Department of Food and
Agriculture’s detection and eradication programs or that are growth injurious to trees.
(f) The existence of any branches or foliage which interfere with visibility on, free use of,
access to, or obstruct public vehicular or pedestrian travel on any portion of any street
improved for vehicular or pedestrian travel.
(g) Hedges or dense, thorny shrubs and plants on any street or part thereof.
(h) Shrubs and plants more than two feet in height in any tree well or planting strip between
the sidewalk and curb, measured above top of curb grade.
(i) Any tree, shrub, hedge, or plant declared a public nuisance pursuant to state law and
ordered removed by a court of competent jurisdiction.
* Abatement procedure - See Chapter 9.56 of this code.
8.04.070 Enforcement.
(a) Violation of any provision of this chapter is a misdemeanor, punishable as provided in this
code. Each day of violation constitutes a separate offense and may be separately punished.
(b) Persons employed in the following designated employee positions are authorized to
exercise the authority provided in California Penal Code Section 836.5 and are authorized to
issue citations for violations of this chapter, including but not limited to leveling fines under the
city's administrative penalty authority: assistant director of public works public services
division, urban forester, project manager in the urban forestry section, landscape architect, and
code enforcement officer.
(c) Any person who damages a public tree, through any act or omission, whenever such act
or omission is prohibited by or not authorized pursuant to this chapter, may be liable civilly in a
sum not to exceed ten thousand dollars per tree, or the reproduction cost of each such tree,
whichever amount is higher.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
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(d) Injunctive relief. A civil action may be commenced to abate, enjoin, or otherwise compel
the cessation of such violation.
(e) Costs. In any civil action brought pursuant to this chapter in which the city prevails, the
court shall award to the city all costs of investigation and preparation for trial, the costs of trial,
reasonable expenses including overhead and administrative costs incurred in prosecuting the
action, and reasonable attorney fees.
(f) The remedies and penalties provided in this section are cumulative and not exclusive.
8.04.080 Interference with enforcement.
No person shall interfere with or delay the authorized representatives of the city from the
execution and enforcement of this chapter, except as provided by law.
8.04.090 Adoption of regulations.
The city may adopt regulations prescribing standards of landscaping and planting of streets,
parks and public places, therein. A copy of such regulations shall be available for public
inspection upon request, and all work performed in streets, parks or public places shall be
performed in accordance therewith.
SECTION 2. Chapter 8.10 (Tree and Landscape Preservation Management) of Title 8
(Trees and Vegetation) of the Palo Alto Municipal Code is hereby amended to read as follows
(additions underlined and deletions struck through):
Chapter 8.10
TREE AND LANDSCAPE PRESERVATION AND MANAGEMENT*
Sections:
8.10.010 Purpose.
8.10.020 Definitions.
8.10.030 Tree and Landscape Technical Manual.
8.10.040 Disclosure of information regarding existing trees.
8.10.050 Removal of protected trees.
8.10.055 Tree replacement.
8.10.060 No limitation of authority under Titles 16 and 18.
8.10.070 Care of protected trees.
8.10.080 Development conditions.
8.10.090 Designation of heritage trees.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
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8.10.092 Tree removal in wildland- urban interface area.
8.10.095 Tree removal in Hospital District Zone.
8.10.100 Enforcement.
8.10.110 Remedies for violation.
8.10.120 Fees.
8.10.130 Severability.
8.10.140 Applications, notice, and appeals.
8.10.010 Purpose.
The purpose of this chapter is to protect specified trees located on private property within the
city, and establish standards for removal, maintenance, and planting of trees and landscaping.
In establishing these procedures and standards, the city recognizes that trees and landscaping
are an essential part of the city's infrastructure. Their benefits include promoting the health,
safety, welfare, and quality of life of the residents of the city; addressing climate change by
sequestering carbon and providing a cooling effect; reducing air, water, and noise pollution;
preventing soil erosion and stormwater runoff; providing wildlife habitat; and enhancing the
aesthetic environment. It is the city's intent to encourage both the preservation of trees and
the proactive incorporation of trees and their benefits within development.
8.10.020 Definitions.
For the purposes of this chapter, terms defined in Chapter 8.04 shall have the same meanings
in this chapter, and the following terms shall have the meaning ascribed to them in this section:
(a) "Basal flare" means that portion of a tree where there is a rapid increase in diameter at
the confluence of the root crowntrunk and trunkrootcrown.
(b) "Buildable area" means that area of a parcel:
(1) Upon which, under applicable zoning regulations, a structure may be built without a
variance, design enhancement exception, or home improvement exception; or
(2) Necessary for construction of primary access to structures located on or to be
constructed on the parcel, where there exists no feasible means of access which would avoid
protected trees. On single-family residential parcels, the portion of the parcel deemed to be the
buildable area for primary access shall not exceed ten feet in width.
(c) "Building footprint" means the two-dimensional configuration of a building's perimeter
boundaries as measured on a horizontal plane at ground level.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 7 Packet Pg. 222 of 318
*NOT YET APPROVED* Attachment A
7 0010_20240212_mv30
(d) "Designated arborist" means an arborist certified by the International Society of
Arboriculture or another nationally recognized tree research, care, and preservation
organization, selected by the urban forester for inclusion in a list of approved arborists to be:
hired by:
(1) Hired by anAn applicant at their own expense, or
(2) Chosen by theThe city at an applicant's expense, if a project includes a public hearing.
(e) "Development" means any work upon any property in the city which requires a
subdivision, planned community zone, variance, use permit, building permit, demolition permit,
or other city approval or which involves excavation, landscaping or construction within the tree
protection zonedripline area of a protected tree or is subject to requirements of the California
Model Water Efficient Landscape Ordinance (MWELO).
(f) "Director of planning and development services" means the director of planning and
development services or their designee.
(g) "Director of public works" means the director of public works or their designee.
(h) "Discretionary development approval" means planned community zone, subdivision, use
permit, variance, home improvement exception, design enhancement exception, architectural
review board approval, or any proposal or application that requires the discretion of the
authorizing person or entity.
(i) "Dripline area" means the area defined by the projection to the ground of the outer edge
of the canopy or a circle with a radius ten times the diameter of the trunk as measured four and
one-half feet (fifty-four inches) above natural grade, whichever is greater.
(j) "Excessive pruning" of a protected tree means any of the following:
(1) Removal of more than twenty-five percentone-fourth of the functioning leaf, stem, or
root area of a tree in any twenty-four-month period.
(2) Removal of more than fifteen percent of the functioning root area of any Quercus (oak)
species in any thirty-six-month period.
(3) Any removal of the functioning leaf, stem, or root area of a tree so as to cause a
significant decline in health, increased risk of failure, or the unbalancing of a tree.
(jk) "Hazardous" means an imminent hazard which constitutes a high or extreme threat to
the safety of persons or property as defined by American National Standards Institute A300,
Part 9.
(kl) "Protected" tree means any of the following:
(1) Any locally native tree of the species Acer macrophyllum (Bigleaf Maple), Calocedrus
decurrens (California Incense Cedar), Quercus agrifolia (Coast Live Oak), Quercus douglasii (Blue
Oak), Quercus kelloggii (California Black Oak), or Quercus lobata (Valley Oak) which is eleven
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 8 Packet Pg. 223 of 318
*NOT YET APPROVED* Attachment A
8 0010_20240212_mv30
and one-half inches in diameter (thirty-six inches in circumference) or more when measured
four and one-half feet (fifty-four inches) above natural grade.
(2) Any Coast Redwood tree (species Sequoia sempervirens) that is eighteen inches in
diameter (fifty-seven inches in circumference) or more when measured four and one-half feet
(fifty-four inches) above natural grade.
(3) Any tree, other larger than a Coast Redwood Tree, fifteen inches in diameter (forty-seven
inches in circumference) or more when measured four and one-half feet (fifty-four inches)
above natural grade of any species except those invasive species described as weeds in Section
8.08.010 and those species classified as high water users by the Water Use Classificationwater
use classification of Landscape Speciesthe landscape species list (WUCOLS) approved by the
California Department of Water Resources.
(4) Any tree designated for protection during review and approval (with the exception of a
current or previously completed development project. On parcels zoned other than single-
family (R-1) or low density (RE, R-2, or RMD) residential, species exempted under subsection (3)
of this Section may be designated as a protected tree.Coast Redwood).
(4) Any tree designated for protection during review and approval of a development project.
(5) Any tree designated for carbon sequestration and storage and/or environmental
mitigation purposes as identified in an agreement between the property owner and a
responsible government agency or recorded as a deed restriction.
(6) Any heritage tree designated by the city council in accordance with the provisions of this
chapter.
(7) Any replacement mitigation tree or other tree designated to be planted due to the
conditions listed in Section 8.10.055.
(lm) "Protected tree removal permit" means a permit issued to allow a person to remove a
protected tree.
(m) “Right tree in the right place principles” means the set of principles that determine if a
tree is located in an appropriate location for its specific species requirements and
characteristics, in accordance with the factors listed in the Tree and Landscape Technical
Manual.
(n) "Remove" or "removal" means:
(1) Complete removal, such as cutting to the ground or extraction, of a tree; or
(2) Taking any action foreseeably leading to the death of a tree or permanent damage to its
health; including but not limited to excessive pruning, cutting, topping, girdling, poisoning,
overwatering, underwatering, unauthorized relocation or transportation of a tree, or trenching,
excavating, altering the grade, or paving within the tree protection zonedripline area of a tree.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 9 Packet Pg. 224 of 318
*NOT YET APPROVED* Attachment A
9 0010_20240212_mv30
(o) “Retrenchment” means the process in which trees may reconfigure as they age and
deteriorate, often continuing to grow in trunk diameter while branches die and fail.
(p) "Tree Protection Zone" means the area defined by a circle with a radius ten times the
diameter of the trunk when measured four and one-half feet (fifty-four inches) above natural
grade.
(q) "Tree Reportreport" means a report prepared by a designated arborist.
(rp) "Tree and Landscape Technical Manual" means the regulations issued by the city
manager to implement this chapter.
8.10.030 Tree and Landscape Technical Manual.
The city manager, through the urban forestry section, and public works and planning and
development services departments, shall issue regulations necessary for implementation and
enforcement of this chapter, which shall be known as the Tree and Landscape Technical
Manual. In the event of a conflict between the provisions of this Title 8 and the Tree and
Landscape Technical Manual, this Title 8 shall prevail. The Tree and Landscape Technical
Manual will be made readily available to the public and shall include, but need not be limited
to, standards and specifications regarding the following:
(a) Protection of trees during construction.
(b) Replacement of trees allowed to be removed pursuant to this chapter where such
replacements:
(1) Prioritize the use of locally native species, as listed in Section 8.10.020(l)(1), consistent
with Urban Forest Master Plan Goal 2: "Re-generated native woodland and riparian landscapes
as the key ecological basis of the urban forest with focus on native species and habitat;"
(2) Include climate adaptive, drought tolerant, non-native species as needed to satisfy right
tree in the right place principles; and
(3) Incorporate a secondary goal of net tree canopy increase on the property within fifteen
years.
(c) Maintenance of protected trees (including but not limited to pruning, irrigation, and
protection from disease).
(d) The format and content of tree reports required to be submitted to the city pursuant to
this chapter.
(e) The criteria for determining whether a tree is hazardous within the meaning of this
chapter.
(f) Landscape design, irrigation, and installation standards consistent with the city's water
efficient landscape regulations.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 10 Packet Pg. 225 of 318
*NOT YET APPROVED* Attachment A
10 0010_20240212_mv30
8.10.040 Disclosure of information regarding existing trees.
(a) Any application for development or demolition shall be accompanied by a statement by a
designated arborist which discloses whether any protected trees exist on the property which is
the subject of the application, and describing each such tree, its species, size, tree protection
zonedripline area, and location. This requirement shall be met by including the information on
plans submitted in connection with the application.
(1) Notwithstanding subsection (a), applications involving only the development of an
Accessory Dwelling Unit that conforms to Section 18.09.030, Table 1, require only a
statement disclosing whether any protected trees are located on the property which is the
subject of the application. This statement may be completed by the applicant.
(b) In addition, the location and species of anyall other tree which is four inches in diameter
(e.g., thirteen inches in circumference) or more when measured four and one-half feet (fifty-
four inches) above natural grade shall be shown on the plans if the tree is:
(1) On the property or trees on the property and in the adjacent public right-of-way, and is
which are within thirty feet of the building footprint proposed for development, or
(2) Locatedand trees located on adjacent property within thirty feet of the proposed building
footprint, or
(1)(3) Close enough that its canopy overhangswith canopies overhanging the project site, shall
be shown on the plans, identified by species.
(c) The director of public works or urban forester may require submittal of such other
information as is necessary to further the purposes of this chapter including but not limited to
photographs.
(d) Disclosure of information regarding private protected trees pursuant to this section shall
not be required when the development for which the approval or permit is sought does not
involve any change in an existing building footprint nor any grading, trenching, paving, or any
change in landscaping which could alter water availability to established plants, hedges, shrubs,
or trees.
(e) The urban forester or the designated arborist for a project shall add identified protected
trees into the city's tree inventory database, and in coordination with the planning and
development services departments, into city parcel reports.
(f) Knowingly or negligently providing false or misleading information in response to this
disclosure requirement shall constitute a violation of this chapter.
8.10.050 Removal of protected trees.
It shall be a violation of this chapter for anyone to remove or cause to be removed a
protected tree, except pursuant to a protected tree removal permit issued under Section
8.10.140 consistent with the following:
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 11 Packet Pg. 226 of 318
*NOT YET APPROVED* Attachment A
11 0010_20240212_mv30
(a) In the absence of proposed development:
(1) A protected tree shall not be removed unless the urban forester grants a protected tree
removal permit, or on parcels zoned other than single-family (R-1) or low density residential
(RE, R-2, or RMD), the director of planning and development services authorizes the removal
through staff level architectural review pursuant to Section 18.76.020(b)(3), having determined,
on the basis of a tree report prepared by a designated arborist and other relevant information,
that treatments or corrective practices are not feasible, and that the tree should be removed
because any of the following apply:
(i) It is dead, is hazardous, or constitutes a public nuisance under Section 8.04.050 of this
code.
(ii) It is a detriment to or is crowding an adjacent protected tree. , or is impacting the
foundation or eaves of a residence or any covered parking required under Title 18.
(iii) It is at risk for retrenchment or other tree decline coping processes or does not conform
with right tree in the right place principles.
(iv) It is impacting the foundation or eaves of a residence, or any covered parking required
under Title 18 of this code.
(2) In the event a protected tree is removed pursuant to a protected tree removal permit
granted under this subsection (a), a temporary moratorium on development of the subject
property may be issued by the urban forester for up to twenty-four months or by, the director
of planning and development services, in consultation with the urban forester, for up tomay
issue a temporary moratorium on development of the subject property not to exceed thirty-six
months, from the date the tree removal occurred. Completion of requiredFor any moratorium
less than thirty-six months, the urban forester shall determine appropriate mitigation measures
included infor the tree removal permit does not remove or shorten any such moratorium. A
moratorium may be terminated early with approval of the urban forester or director of
planning, and development services, as applicable, and may require additional mitigationensure
measures. are incorporated into any future development approvals for the property. Mitigation
measures included in the protected tree removal permit and any additional mitigation
measures required to shorten a moratoriumas determined by the urban forester shall be
imposed as a condition of any subsequent permits for development on the subject property.
(b) In the case of any development on a single-family (R-1) or low density (RE, R-2, or RMD)
residential zoned parcel, other than in connection with a subdivision, a protected tree shall not
be removed unless determined by the urban forester, on the basis of a tree report prepared by
a designated arborist and other relevant information, that any of the following apply:
(1) The tree is so close to the proposed development that construction would result in the
death of the tree, and there is no financially feasible design alternative that would permit
preservation of the tree, where financially feasible means an alternative that preserves the tree
unless retaining the tree would increase project cost by more than twice the reproduction cost
of the tree or ten percent of the given project valuation, whichever is greater.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 12 Packet Pg. 227 of 318
*NOT YET APPROVED* Attachment A
12 0010_20240212_mv30
(2) Retention of one or more trees would result in reduction of the otherwise-permissible
buildable area of the lot by more than twenty-five percent, and there is no financially
feasible design alternative that would allow for preservation of the tree(s). For the
purposes of this subsection (a)(2), a financially feasible design alternative means a design
alternative that preserves the tree(s) and would not increase the project cost by more
than twice the reproduction cost of the tree(s) or ten percent of the given project
valuation, whichever is greater. All tree protection zones impacting buildable area are
included in the reduction of buildable area calculation.
(1)(3) The tree could be removed due to the conditions listed in Section 8.10.050(a)(1)(i), (ii) or
(iii) (2) The tree could be removed due to the conditions listed in Section 8.10.050(a)(1)
and treatments or corrective practices are not feasible.
(2)(4) The tree is proposed for removal to accommodate an ADU constructed pursuant to
Section 18.09.030, or because removal is necessary to allow an ADU constructed pursuant
to Section 18.09.040 to achieve the minimum standards set forth in state law.
(c) In the case of development involving a proposed subdivision of land into two or more
parcels, a protected tree shall not be removed unless determined by the urban forester, on the
basis of a tree report prepared by a designated arborist and other relevant information, that
either of the following apply:
(1) Removal is unavoidable due to restricted access to the property or deemed necessary to
repair a geologic hazard (landslide, repairs, etc.), in which case only the protected tree or trees
necessary to allow access to the property or repair the geologic hazard may be removed.
(2) The tree could be removed due to the conditions listed in subsection (a)(1)(i), (ii), or (iii)
and treatments or corrective practices are not feasible.
(d) In the case of development requiring planning approval under Title 18, and not included
under subsections (b) or (c), a protected tree shall not be removed unless determined by the
urban forester, on the basis of a tree report prepared by a designated arborist and other
relevant information, that anyeither of the following apply:
(1) Retention of one or more treesthe tree would result in reduction of the otherwise-
permissible buildable area of the lot by more than twenty-five percent, and there is no
financially feasible design alternative that would permit preservation of the tree(s),, where
financially feasible means an alternative that preserves the tree(s) unless retaining the tree(s)
would increase project cost by more than twice the reproduction cost of the tree or ten percent
of the given project valuation, whichever is greater. All tree protection zones impacting
buildable area are included in the reduction of buildable area calculation.
(2) The tree should be removed because it is dead, hazardous, or constitutes a public
nuisance under Section 8.04.050. In such cases, the tree protection zonedripline area of the
removed tree, or an equivalent area on the site, shall be preserved for mitigation purposes
from development of any structure.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 13 Packet Pg. 228 of 318
*NOT YET APPROVED* Attachment A
13 0010_20240212_mv30
(3) Discretionary development review determines that the final project follows right tree in
the right place principles and would result in a net tree canopy increase on the property
within fifteen years, and replacement of trees, shrubs, and plants either:
(i) Is consistent with Urban Forest Master Plan Goal 2: "Re-generated native woodland
and riparian landscapes as the key ecological basis of the urban forest with focus on
native species and habitat," or
(ii) Uses climate adaptive, drought tolerant species.
(e) In any circumstance other than those described in subsections (a), (b), (c), or (d), a
protected tree shall not be removed unless determined by the urban forester, on the basis of a
tree report prepared by a designated arborist and other relevant information, that the tree is
dead, is hazardous, or constitutes a public nuisance under Section 8.04.050.
8.10.055 Tree replacement.
(a) In the event a protected tree is removed pursuant to Section 8.10.050(a)(1)(i), mitigation
for the removed tree, replacement tree ratio, in lieu fees, or a combination thereof shall be
determined by the urban forester, based on factors including but not limited to the species,
size, location, and specific reason for removal of the protected tree, in accordance with the
standards and specifications in the Tree and Landscape Technical Manual.
(b) In the event a protected tree is removed pursuant to Section 8.10.050(a)(1)(ii), (iii) or (iv),
(b), (c), (d), or (e), the tree removed shall be replaced in accordance with the standards and
specifications in the Tree and Landscape Technical Manual, including but not limited to
prioritization of locally native species, satisfaction of right tree in the right place principles, and
incorporation of a secondary goal of net tree canopy increase on the property within fifteen
years. The urban forester shall approve the number, species, size, and location of replacement
trees.
8.10.060 No limitation of authority under Titles 16 and 18.
Nothing in this chapter limits or modifies the existing authority of the city under Title 18 to
require trees, shrubs, hedges, and other plants not covered by this chapter to be identified,
retained, protected, and/or planted as conditions of the approval of development. In the event
of conflict between provisions of this chapter and conditions of any permit or other approval
granted pursuant to Title 16 or Title 18, the more protective requirements shall prevail.
8.10.070 Care of protected trees.
(a) All owners of property containing protected trees shall follow the maintenance standards
in the Tree and Landscape Technical Manual, including avoiding any action foreseeably leading
to the death of a tree or permanent damage to its health; including but not limited to excessive
pruning, cutting, topping, girdling, poisoning, overwatering, underwatering, unauthorized
relocation or transportation of a tree, or trenching, excavating, altering the grade, or paving
within the tree protection zonedripline area of a tree.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 14 Packet Pg. 229 of 318
*NOT YET APPROVED* Attachment A
14 0010_20240212_mv30
(b) At least seven days prior to pruning a protected tree, other than that required to remove
a dead, diseased, or broken branch or branches, the property owner or their designee shall
prominently post a notice on the property, in one or more locations readily visible to the public,
that includes standards for pruning and a description of the tree including tree species, size,
location, the date of work, and a contact phone number. The form for such notice will be
available on the city's website as a printable document. Protected trees less than five years old
are exempt from this provision.
(c) Any requests to exceed the limits for pruning set forth in Section 8.10.020(i) shall be
submitted to the urban forester by the property owner or their designee at least fourteen days
prior to pruning a protected tree. Each request shall be accompanied by a statement explaining
why exceedance of the limits is warranted. No pruning that exceeds the limits set forth in
Section 8.10.020(i) shall take place without the approval of the urban forester.
(cd) The standards for protection of trees during construction contained in the Tree and
Landscape Technical Manual shall be followed during any development on property containing
trees.
(de) The urban forester shall add identified protected trees into the city's tree inventory
database and, in coordination with the planning and development services departments, into
city parcel reports.
8.10.080 Development conditions.
(a) Development approvals for property containing protected public trees shall include
appropriate conditions as set forth in the Tree and Landscape Technical Manual, providing for
the protection of such trees during construction and for maintenance of such trees thereafter.
Trees may be designated for protection that are significant visually or historically, provide
screening, or are healthy and important to the nearby ecosystem.
(b) It shall be a violation of this chapter for any property owner or agent of the owner to fail
to comply with any development approval or building permit condition concerning
preservation, protection, and maintenance of any tree, including but not limited to protected
trees.
8.10.090 Designation of heritage trees.
(a) Upon nomination by any person and with the written consent of the property owner(s),
the city council may designate a tree or trees as a heritage tree.
(b) A tree may be designated as a heritage tree upon a finding that it is of importance to the
community due to any of the following factors:
(1) It is an outstanding specimen of a desirable species.
(2) It is one of the largest or oldest trees in Palo Alto.
(3) It possesses distinctive form, size, age, location, and/or historical significance.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 15 Packet Pg. 230 of 318
*NOT YET APPROVED* Attachment A
15 0010_20240212_mv30
(c) After council approval of a heritage tree designation, the city clerk shall notify the
property owner(s) in writing. A listing of trees so designated, including the specific locations
thereof, shall be kept by the departments of public works.
(d) Once designated, a heritage tree shall be considered protected and subject to the
provisions of this chapter unless removed from the list of heritage trees by action of the city
council. The city council may remove a tree from the list upon its own motion or upon written
request by the property owner. Request for such action must originate in the same manner as
nomination for heritage tree designation.
8.10.092 Tree removal in wildland-urban interface area.
Tree removal and relocation in the wildland-urban interface (WUI) area, as defined in Section
15.04.190, shall be subject to the provisions in Chapter 15.04. To the extent Chapter 15.04 is
inconsistent with this chapter, Chapter 15.04 shall control.
8.10.095 Tree removal in Hospital District Zone.
Tree removal and relocation in the Hospital District (HD) shall be subject to the provisions in
Section 18.36.070. To the extent Section 18.36.070 is inconsistent with this chapter, Section
18.36.070 shall control.
8.10.100 Enforcement.
(a) Violation of this chapter is a misdemeanor, punishable as provided in this code. Each day
of violation constitutes a separate offense and may be separately punished.
(b) Persons employed in the following designated employee positions are authorized to
exercise the authority provided in California Penal Code Section 836.5 and are authorized to
issue citations for violations of this chapter, including but not limited to leveling fines under the
city's administrative penalty authority: assistant director of public works public services
division, urban forester, project manager in the urban forestry section, landscape architect, and
code enforcement officer.
8.10.110 Remedies for violation.
In addition to all other remedies set forth in this code or otherwise provided by law, the
following remedies shall be available to the city for violation of this chapter:
(a) Stop Work - Temporary Moratorium.
(1) If a violation occurs in the absence of proposed development pursuant to Section
8.10.050(a)(1), or while an application for a building permit or discretionary development
approval for the lot upon which the tree is located is pending, the director of planning and
development services in consultation with the urban forester shall issue a temporary
moratorium on development of the subject property, not to exceed five years from the date
the violation occurred. The purpose of the moratorium is to provide the city an opportunity to
study and determine appropriate mitigation measures for the tree removal, and to ensure
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 16 Packet Pg. 231 of 318
*NOT YET APPROVED* Attachment A
16 0010_20240212_mv30
measures are incorporated into any future development approvals for the property. Mitigation
measures as determined by the urban forester shall be imposed as a condition of any
subsequent permits for development on the subject property.
(2) If a violation occurs during development pursuant to Section 8.10.050(b), (c), (d), or (e),
the city shall issue a stop work order suspending and prohibiting further activity on the
property pursuant to the grading, demolition, and/or building permit(s) (including construction,
inspection, and issuance of certificates of occupancy) until a mitigation plan has been filed with
and approved by the director of planning and development services in consultation with the
urban forester, agreed to in writing by the property owner(s), and either implemented or
guaranteed by the posting of adequate security. The mitigation plan shall include measures for
protection or repair of any remaining trees on the property, and shall provide for replacement
of each tree removed on the property or at locations approved by the urban forester. The
replacement ratio shall be in accordance with the standards set forth in the Tree and Landscape
Technical Manual, and shall be at least twice the prescribed ratio required where tree removal
is permitted pursuant to the provisions of this chapter.
(b) Civil penalties.
(1) As part of a civil action brought by the city, a court may assess against any person who
commits, allows, or maintains a violation of any provision of this chapter a civil penalty in the
following amount:
(i) Ten thousand dollars per tree, or twice the reproduction cost of each tree, whichever
amount is higher, for the complete removal of a tree, as defined in Section 8.10.020(n)(1).
(ii) Ten thousand dollars per tree, or the reproduction cost of each tree, whichever amount is
higher, for any of the actions set forth in Section 8.10.020(n)(2).
(iii) Ten thousand dollars per tree, or twice the repair cost of each tree, whichever amount is
higher, for damage to a tree protected or regulated by this chapter which can be rehabilitated.
(2) Penalties shall be payable to the city.
(3) Reproduction or repair cost for the purposes of this chapter shall be determined utilizing
the most recent edition of the Guide for Plant Appraisal, published by the Council of Tree and
Landscape Appraisers.
(c) Administrative penalties. Persons listed in Section 8.10.100(b) may issue citations for
violations of this chapter that level fines under the city's administrative penalty authority.
(d) Injunctive relief. A civil action may be commenced to abate, enjoin, or otherwise compel
the cessation of such violation.
(e) Costs. In any civil action brought pursuant to this chapter in which the city prevails, the
court shall award to the city all costs of investigation and preparation for trial, the costs of trial,
reasonable expenses including overhead and administrative costs incurred in prosecuting the
action, and reasonable attorney fees.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 17 Packet Pg. 232 of 318
*NOT YET APPROVED* Attachment A
17 0010_20240212_mv30
(f) The remedies and penalties provided in this section are cumulative and not exclusive.
8.10.120 Fees.
Tree reports required to be submitted to the city for review and evaluation pursuant to this
chapter shall be accompanied by the fee prescribed therefor in the municipal fee schedule.
8.10.130 Severability.
If any provision of this chapter or the application thereof to any person or circumstance is
held to be invalid by a court of competent jurisdiction, such invalidity shall not affect any other
provision of this chapter which can be given effect without the invalid provision or application,
and to this end the provisions of this chapter are declared to be severable.
8.10.140 Applications, notice, and appeals.
(a) Applications.
(1) All applications for removal of a protected tree pursuant to Section 8.10.050 shall be filed
in accordance with this section and any applicable provisions of Chapter 18.77. Applications for
removal of protected trees on non-residential zoned properties will follow review guidelines set
forth in Section 8.10.050(d) and Section 18.76.020 and will follow the process set forth in
Section 18.77.070.
(2) The application form shall be prescribed by the urban forester and shall contain a list of
information that must be submitted in order for the application to be deemed complete.
(3) Each application must be signed by all owners of the real property containing the
protected tree, or an agent of the owner of record of the real property on which the protected
tree occurs, when duly authorized by the owner in writing.
(4) No application shall be deemed received until all fees for the application as set forth in
the municipal fees schedule have been paid, and all documents specified as part of the
application in this chapter or on the application form have been filed.
(5) Protected tree removal permits shall automatically expire after twelve months, unless
otherwise provided in the permit, from the date of issuance of the permit if within such twelve-
month period, the proposed tree has not been removed.
(b) Notice.
(1) All applications for removal of a protected tree pursuant to Section 8.10.050 shall give
notice in accordance with this section, the Tree and Landscape Technical Manual, and any
applicable provisions of Chapter 18.77.
(2) After submittal of an application to remove a protected tree, notice shall be given
consistent with subsection (b)(4) and shall include the date of the proposed removal and the
basis for the application.
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 18 Packet Pg. 233 of 318
*NOT YET APPROVED* Attachment A
18 0010_20240212_mv30
(3) Upon determination of a protected tree removal application, notice shall be given
consistent with subsection (b)(4) and shall include a description of the decision and how to
appeal it.
(4) Notices required pursuant to this section shall include the address of the property, a
description of the protected tree, including species, size, and location, and urban forestry
contact information, and shall be given as follows:
(i) In writing to all owners and residents of property within 300 feet of the exterior boundary
of the property containing the protected tree, and to all principal urban forestry partner
organizations.
(ii) By posting on the property, in one or more locations visible to the public.
(iii) By posting on the city's website.
(c) Appeals.
(1) Any person applying to remove a protected tree in the absence of proposed development
pursuant to Section 8.10.050(a), and any owner or resident of property within 600 feet of the
exterior boundary of the property containing the protected tree, may request a public hearing
by the director of public works to review the urban forester's decision, and may appeal the
director of public works' determination to the city council. Any such request or appeal shall be
filed with the public works department in a manner prescribed by the urban forester.
(2) Any person applying to remove a protected tree pursuant to Section 8.10.050(b), (c), (d),
or (e), and any owner or resident of property within 600 feet of the exterior boundary of the
property containing the protected tree may request a hearing by appeal the director of
planning and development services to review the decision. The request for a hearing shall be
filed with the planning division in in a manner prescribed by the director of planning and
development services. An appeal of the director of planning and development services
determination shall be conducted in accordance with the procedures set forth in Chapter 18.78.
(3) All appeals must be filed within fourteen days of posting of notice on the property
pursuant to subsection (b)(4)(ii).
SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any
reason held to be invalid, such decision shall not affect the validity of the remaining portion or
sections of the Ordinance. The Council hereby declares that it should have adopted the
Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the
fact that any one or more sections, subsections, sentences, clauses or phrases be declared
invalid.
SECTION 4. The Council finds that this ordinance is exempt from the provisions of the
California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA
Guidelines, because it can be seen with certainty that there is no possibility that the ordinance
will have a significant effect on the environment. Alternatively, the ordinance is also exempt
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 19 Packet Pg. 234 of 318
*NOT YET APPROVED* Attachment A
19 0010_20240212_mv30
under CEQA Guidelines Section 15308 because it involves regulatory action for the protection of
the environment.
SECTION 5. This ordinance shall be effective on the thirty-first day after the date of its
adoption. However, this ordinance shall not apply to any projects that have submitted a complete
application as of the ordinance’s effective date. In addition, until such time as a list of designated
arborists is established by the Urban Forester, the term “designated arborist” shall mean any
arborist certified by the International Society of Arboriculture or another nationally recognized
tree research, care, and preservation organization.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Assistant City Attorney City Manager
____________________________
Director of Public Works
Item 11
Attachment A - Ordinance
of the Council of the City
of Palo Alto Amending
Chapter 8.04 (Street Trees
Shrubs and Plants) and
Chapter 8.10 (Tree
Preservation and
Management
Regulations)
Item 11: Staff Report Pg. 20 Packet Pg. 235 of 318
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Human Resources
Meeting Date: February 26, 2024
Report #:2402-2647
TITLE
Approval of the Appointment of Lauren Lai as the Administrative Services Director/ Chief
Financial Officer
RECOMMENDATION
The City Manager recommends that the City Council approve the appointment of Lauren Lai as
the Administrative Services Director/ Chief Financial Officer in alignment with Palo Alto
Municipal Code (PAMC) 2.08.202.
BACKGROUND
The Palo Alto Charter and Municipal Code establish the City Manager as the appointing
authority for all officers, department directors, and employees under the City Manager’s
control. The Charter and Municipal Code additionally specify that appointments of department
heads are subject to the approval of the Council per PAMC section 2.08.020.
The Administrative Services Director/ Chief Financial Officer oversees the financial
administrative services for the City of Palo Alto whose duties are enumerated in PAMC section
2.08.150. The Administrative Services Department includes the divisions of Finance (accounting,
treasury and debt management, purchasing and warehousing, and printing and mailing
services); Real Estate (acquisition, disposition, lease management, and easements); and Budget
and Financial Planning (budgeting, capital planning, long-range planning, management analysis,
and strategic planning). The FY 2024 Administrative Services budget is $11.9 million with 57.98
FTE.
The City of Palo Alto selected Teri Black and Company (“TBC”) an experienced executive talent
search firm to conduct an extensive recruitment for the next Administrative Services Director/
Chief Financial Officer. TBC notably has done several Finance Director recruitments in the state
of California and specifically in the bay area. On August 15, 2023, Teri Black and City staff met
with the Finance Committee to seek their input for the key characteristics of candidates for this
Item 12
Item 12 Staff Report
Item 12: Staff Report Pg. 1 Packet Pg. 236 of 318
executive position1. Focus groups were completed for Administrative Services Department staff
to provide feedback in the process as well. As discussed with the Finance Committee, in
response to the challenging recruitment environment, the City engaged in a 5-week advertising,
marketing, and direct outreach campaign (contacting over 80 potential candidates) to generate
a qualified and competitive candidate pool.
DISCUSSION
FISCAL/RESOURCE IMPACT
APPROVED BY:
1 Finance Committee, August 15, 2023, Item #1,
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=12741
Item 12
Item 12 Staff Report
Item 12: Staff Report Pg. 2 Packet Pg. 237 of 318
City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Fire
Meeting Date: February 26, 2024
Report #:2311-2238
TITLE
PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of
Affected Property List for Commencing Weed Abatement in 2024; CEQA status – exempt
RECOMMENDATION
Staff recommends that Council:
a. Adopt a determination that weed abatement activities in 2024, as described in
Resolution 10135 (Attachment A) adopted by Council on December 4, 2023, are exempt
under Class 8 (CEQA Guidelines section 15308);
b. Hold a Public Hearing to hear and consider any objections to the proposed destruction
and removal of weeds in 2024 at the properties listed in Attachment B; and
c. Approve the final list of affected properties for weed abatement in 2024 (Attachment B)
following the public hearing, and direct weed abatement activities to commence at
those properties in accordance with Resolution 10135.
EXECUTIVE SUMMARY
The City of Palo Alto contracts with the Santa Clara County Department of Agriculture and
Environmental Management to remove and destroy weeds, as defined in Palo Alto Municipal
Code Chapter 8.08. This hearing allows all property owners affected and listed on the County’s
2024 Weed Abatement Program Commencement Report (Attachment B) to be heard and have
their objections and comments considered by the Council before the Council finalizes the list of
properties ordered to abate weed nuisances in the City in 2024, under Resolution 10135.
An overview of the program and annual calendar for the steps involving City Council action is
provided in Attachment C.
Item 13
Item 13 Staff Report
Item 13: Staff Report Pg. 1 Packet Pg. 238 of 318
BACKGROUND
ANALYSIS
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
Item 13
Item 13 Staff Report
Item 13: Staff Report Pg. 2 Packet Pg. 239 of 318
ENVIRONMENTAL REVIEW
ATTACHMENTS
2024 Palo Alto Weed Abatement Program Commencement Report
Weed Abatement Timeline and Summary
APPROVED BY:
Item 13
Item 13 Staff Report
Item 13: Staff Report Pg. 3 Packet Pg. 240 of 318
1
300_20231120_ab
Resolution No. 10135
Resolution of Intention of the Council of the City of Palo Alto
Declaring Weeds to be a Nuisance and Setting February 26, 2024 for a
Public Hearing for Objections to Proposed Weed Abatement
R E C I T A L S
A.Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal Code, are
anticipated to develop during calendar year 2024 upon streets, alleys, sidewalks, and
parcels of private property within the City of Palo Alto sufficient to constitute a public
nuisance as a fire menace when dry or are otherwise combustible, or otherwise to
constitute a menace to the public health as noxious or dangerous.
NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows:
SECTION 1. Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal Code,
which are anticipated to develop during calendar year 2024 upon streets, alleys, sidewalks, and
parcels of private property within the City of Palo Alto, are hereby found and determined to
constitute a public nuisance. Such nuisance is anticipated to exist upon some of the streets,
alleys, sidewalks, and parcels of private property within the City, which are shown, described,
and delineated on the several maps of the properties in said City which are recorded in the
Office of the County Recorder of the County of Santa Clara, reference in each instance for the
description of any particular street, alley, or parcel of private property being hereby made to
the several maps aforesaid, and, in the event of there being several subdivision maps on which
the same lots are shown, reference is hereby made to the latest subdivision map.
SECTION 2. THEREFORE, IT IS ORDERED that the said public nuisance be abated in the
manner provided by Chapter 8.08 of the Palo Alto Municipal Code:
i.IT IS FURTHER ORDERED that a public hearing shall be held on the 26th day of
February, 2024, at the hour of 5 pm, or as soon thereafter as the matter may be
heard, at the Council Chambers of the Civic Center of said City, at which the Council
shall hear objections to the proposed weed abatement of such weeds and give any
objections due consideration;
ii.IT IS FURTHER ORDERED that the Fire Chief of the City of Palo Alto is directed to give
notice of the public hearing in the time, manner and form provided in Chapter 8.08
of the Palo Alto Municipal Code.
//
//
DocuSign Envelope ID: 082EEBF0-1FDB-42A9-BEB5-CCB8DE7ADBBF
Item 13
Attachment A -
Resolution 10135
Item 13: Staff Report Pg. 4 Packet Pg. 241 of 318
2
300_20231120_ab
SECTION 3. Unless the nuisance is abated without delay by the destruction and removal
of such weeds, the work of abating such nuisance will be done by the County of Santa Clara
Department of Agriculture and Resource Management Office on behalf of the City of Palo Alto,
and the expenses thereof assessed upon the lots and lands from which, and/or in the front and
rear of which, such weeds shall have been destroyed and removed.
SECTION 4. The City Council of Palo Alto adopts the determination of Santa Clara County,
as the lead agency, that the Weed Abatement Program is categorically exempt from the
provisions of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines
section 15308.
INTRODUCED AND PASSED: December 4, 2023
AYES: BURT, KOU, LAUING, LYTHCOTT-HAIMS, STONE, TANAKA, VEENKER
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
__________________________ _____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
__________________________ _____________________________
Assistant City Attorney City Manager
_____________________________
Fire Chief
_____________________________
Director of Administrative Services
DocuSign Envelope ID: 082EEBF0-1FDB-42A9-BEB5-CCB8DE7ADBBF
Item 13
Attachment A -
Resolution 10135
Item 13: Staff Report Pg. 5 Packet Pg. 242 of 318
Certificate Of Completion
Envelope Id: 082EEBF01FDB42A9BEB5CCB8DE7ADBBF Status: Completed
Subject: DocuSign: Resolution 10135 - Weed Abatement
Source Envelope:
Document Pages: 2 Signatures: 6 Envelope Originator:
Certificate Pages: 2 Initials: 0 Vinhloc Nguyen
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Vinhloc.Nguyen@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
12/5/2023 4:45:05 PM
Holder: Vinhloc Nguyen
Vinhloc.Nguyen@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Aylin Bilir
Aylin.Bilir@CityofPaloAlto.org
Assistant City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.202.206.61
Sent: 12/5/2023 4:47:34 PM
Viewed: 12/5/2023 4:51:45 PM
Signed: 12/5/2023 4:52:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kiely Nose
Kiely.Nose@CityofPaloAlto.org
Assistant City Manager/CFO
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 199.33.32.254
Sent: 12/5/2023 4:52:32 PM
Viewed: 12/7/2023 1:54:44 PM
Signed: 12/7/2023 1:56:16 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Geo Blackshire
Geoffrey.Blackshire@CityofPaloAlto.org
Fire Chief
Fire Services
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.33.32.254
Sent: 12/7/2023 1:56:17 PM
Viewed: 12/7/2023 3:55:34 PM
Signed: 12/7/2023 3:55:43 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ed Shikada
Ed.Shikada@CityofPaloAlto.org
Ed Shikada
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.33.32.254
Sent: 12/7/2023 3:55:45 PM
Viewed: 12/11/2023 10:52:34 AM
Signed: 12/11/2023 10:52:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Item 13
Attachment A -
Resolution 10135
Item 13: Staff Report Pg. 6 Packet Pg. 243 of 318
Signer Events Signature Timestamp
Lydia Kou
Lydia.kou@cityofpaloalto.org
Council Member
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 24.130.158.24
Sent: 12/11/2023 10:52:44 AM
Viewed: 12/11/2023 11:06:45 AM
Signed: 12/11/2023 11:07:06 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mahealani Ah Yun
Mahealani.AhYun@CityofPaloAlto.org
Interim City Clerk
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 199.33.32.254
Sent: 12/11/2023 11:07:08 AM
Viewed: 12/12/2023 3:16:41 PM
Signed: 12/12/2023 3:16:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/5/2023 4:47:34 PM
Certified Delivered Security Checked 12/12/2023 3:16:41 PM
Signing Complete Security Checked 12/12/2023 3:16:47 PM
Completed Security Checked 12/12/2023 3:16:47 PM
Payment Events Status Timestamps
Item 13
Attachment A -
Resolution 10135
Item 13: Staff Report Pg. 7 Packet Pg. 244 of 318
Situs APN CITY/STATE
2024 WEED ABATEMENT PROGRAM
COMMENCEMENT REPORT
CITY OF PALO ALTO
TRA
Exhibit A
MIAO, NINA YANTI 931 CLARA DR PALO ALTO CA 94303-4002 06-0011605EDGEWOODDR003-12-0021
FIROUZDOR, VAHID AND NEJATI , 30 MELROSE CT HILLSBOROUGH CA 94010 6001136LOISLN003-38-0442
XIA, FAN AND ZHOU , YUAN 170 IRIS WAY PALO ALTO CA 94303-3036 6001170IRISWY003-41-0083
DENG, JINGJING AND JIANG , LIJUN 20653 CHERYL DR CUPERTINO CA 95014 6001782GREERRD003-41-0654
HALEY, PHILIP H TRUSTEE & ET AL 506 EISENHOWER ST DAVIS CA 95616 60011938CHANNINGAV003-42-0395
KOTHARY, NISHITA N AND SHAH , 1071 EMBARCADERO RD PALO ALTO CA 94303-3149 60011071EMBARCADERRD003-42-0556
HARA, MICHAEL W TRUSTEE & ET AL 88 SHEARER DR ATHERTON CA 94027 60011211FULTONST003-43-0397
ZADIK, YAIR AND LINDA 2385 ST FRANCIS DR PALO ALTO CA 94303-3136 60012385ST FRANCIS DR 003-48-0218
KELLER, JEFFREY R 2075 LOUIS RD PALO ALTO CA 94303-3452 60012075LOUISRD003-50-0219
ZHANG, SONGQING TRUSTEE & ET 179 WALTER HAYS DR PALO ALTO CA 94303-2924 6001946EL CAJON WY 003-52-05710
CHOI, BEN CHUNG-MING TRUSTEE & 268 CASTRO ST MOUNTAIN VIEW CA 94041-1204 6001864EMBARCADERRD003-56-00211
AGRAWAL, PARAG AND AGARWALA , 1725 NEWELL RD PALO ALTO CA 94303-2951 6001742SOUTHAMPTORD003-59-04112
LIVERIGHT, MICHAEL 260 BYRON ST PALO ALTO CA 94301-1307 6001260BYRONST120-02-03013
L S & CO PARTNERSHIP 555 BYRON ST UNIT 105 PALO ALTO CA 94301-1303 6001655EMBARCADERRD120-08-02314
KODA, ROSS K TRUSTEE P O BOX 156 SOUTH DOS PALOS CA 93665 6001733RAMONAST120-27-06315
L S & CO. 555 BYRON ST UNIT 105 PALO ALTO CA 94301 60012220BRYANTST124-14-02416
YURCHENCO, JAMES R 4102 SUTHERLAND DR PALO ALTO CA 94303-4730 60124102SUTHERLANDDR127-16-00517
CHAN, ALLAN FUKWAH AND LAM , 3951 SUTHERLAND DR PALO ALTO CA 94303-4726 60123951SUTHERLANDDR127-17-01418
LUU, JANE AND NG , DAVID M 3640 LUPINE AVE PALO ALTO CA 94303-4431 60013640LUPINEAV127-21-14019
KATO, TAKASHI AND AYANO 3189 LOUIS RD PALO ALTO CA 94303-3955 60013189LOUISRD127-24-03120
E & R INV PROPERTIES LLC ET AL PO BOX 500 BURLINGAME CA 94011 6001MORENOAVE127-33-06421
TANPHAICHITR, SAKSIRI M AND 464 COLORADO AVE PALO ALTO CA 94306-2414 6001464COLORADOAV132-08-11522
RAMCHANDRAN, ASISH AND 2657 KIPLING ST PALO ALTO CA 94306 6001454COLORADOAV132-08-11823
CHOU, LYNN H L PO BOX 60416 PALO ALTO CA 94306 60012689BRYANTST132-13-05524
Page 1Santa Clara County Weed Abatement Program24 records of 107
Item 13
Attachment B - 2024 Palo Alto Weed
Abatement Program
Commencement Report
Item 13: Staff Report Pg. 8 Packet Pg. 245 of 318
Situs APN CITY/STATE
2024 WEED ABATEMENT PROGRAM
COMMENCEMENT REPORT
CITY OF PALO ALTO
TRA
Exhibit A
PAO, JOY J AND KE , SHIAN-REN 67 ORCHARD HILLS ST ATHERTON CA 94027 60013166KIPLINGST132-15-00225
ZHOU, ZHENG TRUSTEE 354 EL VERANO AVE PALO ALTO CA 94306-2952 6001354EL VERANO AV 132-16-08826
VALENTINE, MARY E 3120 COWPER ST PALO ALTO CA 94306-3001 60013120COWPERST132-20-15527
MIZOTE, HARUMI TRUSTEE 339 EL VERANO AVE PALO ALTO CA 94306-2940 6001339EL VERANO AV 132-21-02228
ZHANG, QIANLI AND QIU , YUNFENG 309 EL VERANO AVE PALO ALTO CA 94306-2940 6001309EL VERANO AV 132-21-02329
CONLIN, CHARLENE M TRUSTEE 25210 JAKE ST VENETA OR 97487 60013271BRYANTST132-21-02730
DARDEN, RUTHIE L TRUSTEE 3535 BRYANT ST PALO ALTO CA 94306-4263 60013535BRYANTST132-22-03431
CHANG, PEIPEI AND YANG , CALVIN 3503 BRYANT ST PALO ALTO CA 94306-4263 60013503BRYANTST132-22-03832
BEESON, DONALD H TRUSTEE PO BOX 60458 PALO ALTO CA 94306 60013358BRYANTST132-22-07033
3502 BRYANT LLC 257 CASTRO ST UNIT 224 MOUNTAIN VIEW CA 94041 60013502BRYANTST132-22-09134
TANG, DEXTER CHIHUNG TRUSTEE & 3533 RAMONA ST PALO ALTO CA 94306-3549 60013533RAMONAST132-22-09735
KAPOSHILIN, NICHOLAS TRUSTEE 936 N CALIFORNIA AVE PALO ALTO CA 94303-3405 60013541BRYANTST132-23-03336
LEUNG, JOHN KA YU AND JOANNA PO BOX 5358 SAN MATEO CA 94402-0358 600184ROOSEVELTCR132-23-05537
LIU, JENKUEI TRUSTEE & ET AL 4039 SCRIPPS AVE PALO ALTO CA 94306-4535 600176ROOSEVELTCR132-23-05938
MANE, MANOJ BAJIRAO AND 9 ROMAN EAGLE CT PLEASANTON CA 94566 6001179EL DORADO AV 132-25-02139
HSU, YEN-FEN TRUSTEE 2876 EMERSON ST PALO ALTO CA 94306-2350 60012876EMERSONST132-26-00640
NARAYANA, SHARATH KESHAVA AND2886 EMERSON ST PALO ALTO CA 94306-2350 60012886EMERSONST132-26-00741
QI, FENG AND CHEN , CHENG-NA 11 ROOSEVELT CIR PALO ALTO CA 94306-4217 600111ROOSEVELTCL132-29-01442
LYONS, CHARLES P TRUSTEE & ET AL 34 ROOSEVELT CIR PALO ALTO CA 94306-4216 600134ROOSEVELTCL132-29-06143
BERNSTEIN, AMIR D TRUSTEE 18 ROOSEVELT CIR PALO ALTO CA 94306 600118ROOSEVELTCL132-29-06944
AXELROD, HERBERT AND FUMIKO 220 HARTFORD AVE HUNTINGTON BEACH CA 92648-4741 60013780WRIGHTPL132-30-01745
CHENG, JING 4521 CAMPUS DR UNIT 363 IRVINE CA 92612 60013830CARLSONCR132-30-05846
PACIFIC BELL TELEPHONE COMPANY 600 E GREEN ST RM 300 PASADENA CA 91101 60013350BIRCHST132-33-06047
YANG, SHIH-WEI AND LIN , LIN 220 MATADERO AVE PALO ALTO CA 94306-2831 6001220MATADEROAV132-34-02548
Page 2Santa Clara County Weed Abatement Program48 records of 107
Item 13
Attachment B - 2024 Palo Alto Weed
Abatement Program
Commencement Report
Item 13: Staff Report Pg. 9 Packet Pg. 246 of 318
Situs APN CITY/STATE
2024 WEED ABATEMENT PROGRAM
COMMENCEMENT REPORT
CITY OF PALO ALTO
TRA
Exhibit A
BASLER, JOSHUA R 3675 PARK BLVD PALO ALTO CA 94306-2853 60013675PARKBL132-34-04549
PAN, NANCY AND LEE , BENSON 3605 PARK BLVD PALO ALTO CA 94306-2853 60013605PARKBL132-34-05050
MAHAL, JASWINDER 180 PARK SHARON DR SAN JOSE CA 95136-2535 60013561PARKBL132-34-05251
CHASE WILTON LLC 3024 ROSS RD PALO ALTO CA 94303-4102 6001210WILTONAV132-35-01252
SONG, ZHIQIANG AND CHEN , 451 WILTON AVE PALO ALTO CA 94306-2859 6001451WILTONAV132-35-02553
ATASHBAND, BAHRAM 443 WILTON AVE PALO ALTO CA 94306-2859 6001443WILTONAV132-35-02754
TONG, PETER AND PAO , CHUNG 18444 FOREST CROSSING CT OLNEY MD 20832 6001365WILTONAV132-35-03355
GODSHALL, KELVIN V ET AL 215 WILTON AVE PALO ALTO CA 94306-2855 6001215WILTONAV132-35-04256
WHPV ALTA LOCALE LLC 530 EMERSON ST STE 150 PALO ALTO CA 94301 60012755EL CAMINO 132-36-08457
WILLIGER, EDWARD M P O BOX 20089 STANFORD CA 94309-0089 6001421FERNANDOAV132-39-03758
BROWN, JONATHAN S AND MIRIAM 415 FERNANDO AVE PALO ALTO CA 94306-2820 6001415FERNANDOAV132-39-03859
MAHANY, GARY W AND KEMP , 389 MATADERO AVE PALO ALTO CA 94306-2833 6001389MATADEROAV132-40-05360
ZHU, LI AND WAN , FANNY TRUSTEE 33345 7TH ST UNION CITY CA 94587 60014032PARKBL132-43-02561
DING, ZHIMIN AND ZHU , XINYI 3130 RAMONA ST PALO ALTO CA 94306-2922 60013130RAMONAST132-48-03362
BAUMANN, JOHN R TRUSTEE 613 STANFORD AVE PALO ALTO CA 94306-1412 6001613STANFORDAV137-01-05963
LIANG, KE 33206 FALCON DR FREMONT CA 94555 60012123YALEST137-01-13464
CULPEPPER, BENJAMIN J 335 PANORAMIC WAY BERKELEY CA 94704 60012321WELLESLEYST137-02-02465
1080CAPA LLC 3028 SCOTT BLVD UNIT C SANTA CLARA CA 95054 60011082COOLEGEAV137-03-03666
MENDELOWITZ, LOUIS I 2153 OBERLIN ST PALO ALTO CA 94306-1318 60012153OBERLINST137-03-03767
STANFORD JEWISH CENTER INC 1289 COLLEGE AVE PALO ALTO CA 94306-1345 60012017OBERLINST137-03-04768
BUSSEY, JASON M AND SACHIKO 2276 HARVARD ST PALO ALTO CA 94306-1351 60012276HARVARDST137-05-01669
EDELMAN, ANDREA TRUSTEE 2195 COLUMBIA ST PALO ALTO CA 94306-1233 60012195COLUMBIAST137-06-03670
KSS INVESTMENT LLC 1380 MIRAVALLE AVE LOS ALTOS CA 94024-5744 60223708EL CAMINO 137-11-07871
MEHTA, BIJAL AND PALLAVI 3793 LA DONNA AVE PALO ALTO CA 94306-3151 60593793LA DONNA AV 137-12-01672
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Commencement Report
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Situs APN CITY/STATE
2024 WEED ABATEMENT PROGRAM
COMMENCEMENT REPORT
CITY OF PALO ALTO
TRA
Exhibit A
ASHWORTH, DARREN M AND IMANE 721 BARRON AVE PALO ALTO CA 94306 6059721BARRONAV137-13-04273
BLOOMQUIST, LYNDA L TRUSTEE 788 LOS ROBLES AV PALO ALTO CA 94306-3159 06-059788LOS ROBLES AV 137-13-11274
JUAN, CHUNG-CHIUNG AND SU 6 ATHERTON OAKS LN ATHERTON CA 94027 06-0224146EL CAMINO 137-24-03475
LELAND STANFORD JR UNIV THE BD 26 N EUCLID AVE PASADENA CA 91101 60553460HILLVIEWRD142-16-05976
LELAND STANFORD JR UNIV BD 300 PASTEUR DR ALWAY STANFORD CA 94305 60551050ARASTRADERRD142-16-06077
LELAND STANFORD JR UNIV BOARD 150 PORTOLA RD PORTOLA VALLEY CA 94025 06-0553495DEER CREEK RD 142-16-06278
LELAND STANFORD JR UNIV THE BD 415 BROADWAY ST 3RD FLR REDWOOD CITY CA 94063 6055DEER CREEK RD 142-16-06479
LELAND STANFORD JR UNIVERSITY 5301 STEVENS CREEK BLVD SANTA CLARA CA 95051-7201 06-0553500DEER CREEKS RD 142-16-06680
SHIU, BOON W AND CHOI , KEEHYUN 4208 RUTHELMA AVE PALO ALTO CA 94306-4109 60014208RUTHELMAAV148-02-00281
FERREIRA, KAVITHA AND JOAO 4206 DARLINGTON CT PALO ALTO CA 94306-4129 60014206DARLINGTONCT148-03-03782
LIU, LEI 4212 DARLINGTON CT PALO ALTO CA 94306-4129 60014212DARLINGTONCT148-03-03883
WANG, YOUXIANG AND LI , ZHENGQI 4236 DARLINGTON CT PALO ALTO CA 94306-4129 60014236DARLINGTONCT148-03-04484
BORDIA, ANUPAM AND SURBHI 4201 PARK BLVD PALO ALTO CA 94306-4144 60014201PARKBL148-03-06085
KARUPASAMY, KARTHIKEYAN 444 DEL MEDIO AVE MOUNTAIN VIEW CA 94040-1161 60574338SILVIAAV148-12-01386
JIANG, WEI AND HAN , QIUXIA 4346 SILVA AVE PALO ALTO CA 94306-4421 60574346SILVAAV148-12-01487
BROWN, THOMAS C AND WANG , 4350 SILVA CT PALO ALTO CA 94306-4422 60574350SILVACT148-12-01688
YIN, JUN AND DUANMU , LAN 4388 SILVA CT PALO ALTO CA 94306-4422 60574388SILVACT148-12-02889
BONTHU, ANAND TRUSTEE & ET AL 633 ARASTRADERO RD PALO ALTO CA 94306-3838 6022633ARASTRADERRD167-06-01690
NEW ATLANTIS LLC 639 ARASTRADERO RD PALO ALTO CA 94306-3838 6022639ARASTRADERRD167-06-06391
BACHRACH, SYLVIA RASHMI 12 STAR WAY MOUNTAIN VIEW CA 94040 60014179OAK HILL AV 175-01-02592
BACHRACH, SYLVIA R TRUSTEE 12 STARR WAY MOUNTAIN VIEW CA 94040 60014169OAK HILL AV 175-01-02693
JALILIAN, MOHAMMAD 849 MESA AVE PALO ALTO CA 94306-3710 6001849MESAAV175-01-03794
WEAKLAND, ALAN TRUSTEE & ET 515 FLOWER ST S FLOOR 25 LOS ANGELES CA 90071 06-0014243MANUELASCT175-02-05395
SMITHWICK ALTON D AND URSULA L PO BOX 60065 PALO ALTO CA 94306 60204103OLD TRACE RD 175-20-07896
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Situs APN CITY/STATE
2024 WEED ABATEMENT PROGRAM
COMMENCEMENT REPORT
CITY OF PALO ALTO
TRA
Exhibit A
JOSHI, VIVEK TRUSTEE & ET AL 890 MOCKINGBIRD LN PALO ALTO CA 94306-3719 6020890MOCKINGBIRDLN175-20-08297
WATERS, CHRISTOPHER J TRUSTEE & 609 ARBOLEDA DR LOS ALTOS CA 94024 60204186OLD ADOBE RD 175-20-09298
HAO, HSIEH T AND MING C TRUSTEE 4150 OLD ADOBE RD PALO ALTO CA 94306-3726 60204150OLD ADOBE RD 175-20-10599
VILKIN, PETER D TRUSTEE 3790 EL CAMINO REAL UNIT PALO ALTO CA 94306 60204155OLD ADOBE RD 175-20-110100
PALO ALTO HILLS GOLF AND 3000 ALEXIS DR PALO ALTO CA 94304-1303 60393000ALEXISDR182-35-035101
VON CLEMM, PETER F AND JENNIFER 3130 ALEXIS DR PALO ALTO CA 94304-1305 60393130ALEXISDR182-43-024102
JACOBSEN, RUTH E TRUSTEE 966 LAUREL GLEN DR PALO ALTO CA 94304-1322 6039966LAUREL GLEN DR 182-43-038103
BOGERTY, SHARON D 951 LAUREL GLEN DR PALO ALTO CA 94304-1323 6039951LAUREL GLEN DR 182-49-004104
YEH KNOLL HOLDING INC A ICE HOUSE ST CENTRAL HONG KO NG 6039930LAUREL GLEN DR 182-54-006105
SHETH, BEERUD TRUSTEE & ET AL 931 LAUREL GLEN DR PALO ALTO CA 94304-1323 6039931LAUREL GLEN DR 182-54-012106
LAUREL GLEN LLC 4 VENTURE UNIT 390 IRVINE CA 92618 6039LAUREL GLEN DR 182-54-013107
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Attachment C
City of Palo Alto Weed Abatement
The Santa Clara County Weed Abatement Program
th for CPA parcels.
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Abatement Timeline and
Summary
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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2402-2644
TITLE
Adoption of a Resolution Suspending Enforcement of Municipal Code Sections 16.14.090,
16.14.110 and 16.14.300 Requiring All-electric Construction and Direction to Staff to Commence
Work on Local Amendments to the California Energy Code Establishing a One Margin Standard.
CEQA Status – Not a Project.
RECOMMENDATION
Staff recommends that Council:
1. Consider adopting a Resolution (Attachment A) suspending enforcement of Municipal
Code sections 16.14.090, 16.14.110 and 16.14.300, which require new residential and
non-residential buildings to be all electric, in light of the decision of the U.S. Court of
Appeals for the Ninth Circuit in California Restaurant Association v. City of Berkeley; and,
2. Direct staff to return to Council with amendments to the California Energy Code as
codified in Title 16 of the Palo Alto Municipal Code Building Regulations establishing a
“One Margin” standard, which would allow for installation of natural gas plumbing while
imposing more stringent energy efficiency and all-electric readiness requirements to all
new buildings, which incentivizes the additional efficiency and lower emissions of all-
electric equipment using clean electricity.
EXECUTIVE SUMMARY
In the last five years, more than seventy U.S. cities and states have adopted regulations requiring
or strongly incentivizing new building construction to be all electric. The first of these laws was
passed in August 2019, in the City of Berkeley. In response to a court challenge the Ninth Circuit
Court of Appeals found that Berkeley’s gas infrastructure ban is invalid because it is preempted
by the federal Energy Policy and Conservation Act (EPCA). That decision is the final opinion of the
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Ninth Circuit1 and applies throughout the Ninth Circuit’s jurisdictional area, which includes
California and many other western states. Moreover, the Ninth Circuit found that EPCA
preemption applies to state and local building codes.
In support of its 80-by-30 and carbon neutrality goals, in November 2022 Palo Alto adopted a set
of policies requiring that new construction and substantial remodels utilize all-electric design,
effective January 2023.2 In light of the Ninth Circuit decision, staff proposes that Council consider
two parallel paths forward.
First, staff recommends that Council consider a temporary moratorium on enforcement of Palo
Alto’s current all-electric requirement. For Council’s consideration, staff has prepared a
Resolution (Attachment A) establishing a moratorium on enforcement of Municipal Code
sections 16.14.090, 16.14.110, and 16.14.300 effective on adoption through December 31, 2024,
or until further Council action, likely on adoption of an alternative electrification program. If
adopted by Council, the Resolution would apply to pending and future development applications,
including retrofits to add gas to already-constructed buildings, and to requests to modify
previously-issued permits.
Second, staff recommends Council direction to pursue a replacement Reach Code. For a
replacement Reach Code, staff is aware of various options being considered by other agencies
and by environmental advocacy groups. Of these alternatives the codes most likely to conform
to the EPCA-preemption standards set by the court in its decision is the “One-Margin” code. Staff
believes timeliness is critical in adopting this code. Work for the 2026-2028 code cycle begins
next year in 2025, so any replacement code the City adopts in 2024 will only be in effect for just
over a year. Rather than considering and researching a variety of policy options, staff
recommends Council provide direction to proceed with development of a One Margin code.
BACKGROUND
Cities, Counties and States Adopt Building Electrification Requirements
In the last five years, more than seventy U.S. cities and states have adopted regulations requiring
or strongly incentivizing new building construction to be all electric. The first of these laws was
passed in August 2019, in the City of Berkeley. Since then, dozens of cities and counties
throughout the U.S., and several states, including Palo Alto, adopted all electric requirements for
new buildings. The laws differ in a number of respects, including the type of regulation used (e.g.
building code or health and safety regulation) and whether exceptions are made for certain uses
1 Cal. Rest. Assoc. v. City of Berkeley, 89 F.4th 1094 (9th Cir. 2024). The denial of en banc review includes a lengthy
dissent from the denial, signed by 11 of the 50 active judges who participated in consideration of the petition for
rehearing. While a dissent has no force of law, the dissenting judges explained in detail why they believe the
original three-judge panel misinterpreted EPCA and reached the wrong result, in order “to urge any future court
that interprets the Energy Policy and Conservation Act not to repeat the panel opinion’s mistakes.” Id. at p. 1119.
2 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82100
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or building types or can be requested based on feasibility or hardship. Lawsuits have been filed
challenging many of these laws.
Palo Alto’s All-Electric New Building Requirement
In support of its 80-by-30 and carbon neutrality goals, in November 2022 Palo Alto adopted a set
of policies requiring that new construction and substantial remodels utilize all-electric design,
effective January 2023.3 There is no provision for exceptions. The City implemented this all-
electric policy though local amendments to the California Green Building Code. These
amendments can be found in:
•PAMC Section 16.14.090 (for residential uses) – requiring “full electrification” for new
buildings, substantial remodels, and new outdoor appliances/equipment such as grills,
firepits, swimming pool heaters, and similar equipment. The Code prohibits plumbing for
natural gas in addition to gas appliances. “Full electrification” is defined as “[a] building
or parcel of land whose sole source of energy is electricity and contains no combustion
equipment or plumbing for combustion equipment.”
•PAMC Section 16.14.110 (for residential uses) – requiring that Heat Pump Water Heaters
be utilized for all existing structures replacing or adding a water heater.
•PAMC Section 16.14.300 (for non-residential uses) - requiring “full electrification” for new
buildings, substantial remodels, and new outdoor appliances/equipment. The Code
prohibits plumbing for natural gas in addition to gas appliances. “Full electrification” is
defined as “[a] building or parcel of land whose sole source of energy is electricity and
contains no combustion equipment or plumbing for combustion equipment.”
Note that the base California Energy Code (CEC) already includes several measures that
effectively require heat pump space conditioning and water heating in Palo Alto’s climate zone.
Heat pumps are required for both space heating and water heating in new single-family homes,
and for space heating only in new multifamily residences and most commercial uses. While the
base CEC allows a developer to show that an alternative approach is just as energy-efficient as
heat pump space and water hearing, the vast majority of developers use the pre-approved path.
The City’s local codes go further than the base California Energy Code by: (1) requiring
electrification without allowing a theoretical alternative, (2) requiring electric appliances for
cooking and accessory uses in new single-family homes, (3) requiring heat pump water heaters
for new multifamily and commercial projects; and (4) requiring heat pumps when replacing a
water heater.
3 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82100
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Legal Challenges to Local and State Building Electrification Laws
In adopting its all-electric requirement, Berkeley invoked its general police power to amend its
Health and Safety Code to prohibit gas piping in new building construction.4 In November 2019,
the California Restaurant Association (“CRA”) sued Berkeley, alleging, among other things, that
Berkeley’s gas infrastructure ban is invalid because it is preempted by the federal Energy Policy
and Conservation Act (EPCA).
CRA is an association of restaurant owners and chefs, purportedly including members that seek
to open or relocate a restaurant in a new building in Berkeley but for the ban on natural gas.5
CRA has publicly stated that it believes other cities’ regulations would be similarly preempted by
EPCA but sued Berkeley because it was the first city to adopt a local gas ban for new construction.
The federal trial court dismissed the suit, holding that EPCA preemption is limited to ordinances
that directly regulate covered appliances.6 CRA appealed to the Ninth Circuit. The U.S.
Department of Justice and Department of Energy weighed in, and amicus briefs were filed by
numerous state Attorneys General, associations of cities and counties, academics and interest
groups.
On April 17, 2023, the Ninth Circuit issued a decision holding Berkeley’s regulation invalid
because it is preempted by EPCA.7 Berkeley sought rehearing from a larger en banc panel of Ninth
Circuit judges. On January 2, 2024, the Ninth Circuit denied the request for en banc rehearing,
with 39 of the 50 non-recused active judges declining to review the matter. The decision of the
original three-judge Ninth Circuit panel was reissued with minor amendments that do not change
the substance or reasoning of the opinion. That decision is the final opinion of the Ninth Circuit.8
The Ninth Circuit decision applies throughout the Ninth Circuit’s jurisdictional area, which
includes California and many other western states. 9
Berkeley has 90 days from the denial of rehearing en banc to ask the U.S. Supreme Court to hear
the case (approximately April 1, 2024). If Berkeley requests review, the Supreme Court has
discretion whether to accept the case, and there is no specific time for the Court’s response. In
practice, the Court accepts only a small fraction of the review petitions it receives. Berkeley has
not announced whether it will seek Supreme Court review.
4 Berkeley Municipal Code, Chapter 12.80.
5 Cal. Rest. Assoc. v. City of Berkeley, 547 F. Supp. 3d 878, 882 (N.D. Cal. 2021).
6 Ibid.
7 Cal. Rest. Assoc. v. City of Berkeley, 65 F.4th 1045 (9th Cir. 2023).
8 Cal. Rest. Assoc. v. City of Berkeley, 89 F.4th 1094 (9th Cir. 2024). The denial of en banc review includes a lengthy
dissent from the denial, signed by 11 of the 50 active judges who participated in consideration of the petition for
rehearing. While a dissent has no force of law, the dissenting judges explained in detail why they believe the
original three-judge panel misinterpreted EPCA and reached the wrong result, in order “to urge any future court
that interprets the Energy Policy and Conservation Act not to repeat the panel opinion’s mistakes.” Id. at p. 1119.
9 The Ninth Circuit includes Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, Oregon, Washington,
Guam and the Northern Mariana Islands.
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Outside of the Ninth Circuit, legal challenges have been filed against electrification requirements
in New York City and the State of New York.
The Ninth Circuit’s decision in California Restaurant Association v. City of Berkeley
CRA v. City of Berkeley is whether CRA has sufficient standing to challenge
Berkeley’s regulation. To establish associational standing, and organization must demonstrate
that (1) at least one of its members has suffered an injury in fact that is (a) concrete and
particularized and (b) actual or imminent, rather than conjectural or hypothetical; (2) the injury
is fairly traceable to the challenged action; and (3) it is likely, not merely speculative, that the
injury will be redressed by a favorable decision.10 Because the case came to the Ninth Circuit on
appeal from an order granting a motion to dismiss—a preliminary motion that requires the court
to assume the truth of facts pled in a complaint—the Ninth Circuit held that CRA’s bare assertion
that one or more of its members would open a restaurant in a new building Berkeley but for the
all-electric ordinance was sufficient to establish standing, even without identifying an affected
member, a specific location, or a plan or timeframe for opening a restaurant.11
12 As currently implemented, DOE enforces test procedures and
minimum standards for more than 60 products covering residential, commercial and industrial,
lighting, and plumbing applications. By its terms, EPCA implements a national energy policy and
expressly preempts state and local regulations concerning the energy efficiency, energy use, and
energy conservation standards for covered products.13
CRA v. City of Berkeley, the Ninth Circuit held that the EPCA preempts Berkeley’s ordinance
because by banning gas piping in new construction Berkeley effectively rendered gas appliances
useless even though gas service is available, thereby impermissibly regulating energy use by
covered products. The court characterized Berkeley’s regulation as an attempt to circumvent
10 Cal. Rest. Assoc. v. City of Berkeley, 89 F.4th at p. 1099, citing Nat. Res. Def. Council v. EPA, 735 F.3d 873, 878 (9th
Cir. 2013).
11 Id., p. 1100.
12 42 U.S.C. §§ 6291–6309.
13 EPCA includes the following definitions: “Energy efficiency” means “the ratio of the useful output of services
from a consumer product to the energy use of such product…” 42 U.S. Code § 6291(5). “Energy use” means “the
quantity of energy directly consumed by a consumer product at point of use...” 42 U.S. Code § 6291(4). And
“energy conservation standard” is defined, among other things, as “a performance standard which prescribes a
minimum level of energy efficiency or a maximum quantity of energy use.” 42 U.S. Code § 6291(6).
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EPCA preemption by doing indirectly what Congress has said may not be done directly: “Berkeley
can’t evade preemption by merely moving up one step in the energy chain and banning natural
gas piping within those buildings. Otherwise, the ability to use covered products is ‘meaningless’
if consumers can’t access the natural gas available at the meter on the premises.”14
15, the Ninth Circuit found that EPCA preemption is not limited to facial
regulations of consumer products but rather reaches regulations that “concern” covered
products (i.e., banning delivery of natural gas to appliances “concerns” the energy use of covered
products).16 The Ninth Circuit concluded that a regulation that imposes a total ban on natural gas
is not exempt from the EPCA just because it lowers energy use to zero.17
18 The Circuit noted
that there is “no doubt Berkeley’s ban, if adopted by States and localities throughout the country,
would significantly burden the sale of covered products on a national basis.”19
20, the
Ninth Circuit stated that finding EPCA preemption in this context does not necessarily require
Berkeley to affirmatively make natural gas available everywhere. Rather, the Ninth Circuit stated
that its decision is limited: the EPCA prevents Berkeley from banning gas piping from the point of
delivery at the meter within new construction buildings. The Circuit stated that its holding does
not address the question of whether Berkeley has any obligation to maintain or expand the
availability of a utility’s delivery of gas to meters21, effectively leaving that question open for now.
ANALYSIS
14 Cal. Rest. Assoc. v. City of Berkeley, 89 F.4th at p. 1107.
15 Cal. Rest. Assoc. v. City of Berkeley, 547 F. Supp. 3d 878, 891-892 (N.D. Cal. 2021).
16 Cal. Rest. Assoc. v. City of Berkeley, 89 F.4th at p. 1103-1105.
17 Id., p. 1102.
18 Id., p. 1101.
19 Id., p. 1104 (internal quotations omitted).
20 Cal. Rest. Assoc. v. City of Berkeley, 547 F. Supp. 3d 878, 891 (N.D. Cal. 2021).
21 Id., p. 1106.
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reach code provisions—called One Margin—that staff, with Council direction, will bring forward
as soon as possible. Second, staff seeks Council’s endorsement to pursue development of the
One Margin program as the quickest way to implement strong incentives for new building
electrification. Staff will continue to evaluate potential regulatory approaches for the Council to
consider with the next cycle of Building Code regulations that are slated to come to Council in
2025, for 2026-2028.
Moratorium on Enforcement of PAMC Sections 16.14.090, 16.14.110, and 16.14.300
CRA v. Berkeley, state and local government
agencies within the western region covered by the Circuit that have regulations prohibiting the
installation or use of gas have repealed their regulations, suspended enforcement, or initiated
substantial changes to the regulations.22 Staff is not aware of a jurisdiction with a regulation
similar to Palo Alto’s that is continuing active enforcement.
Develop a One Margin Reach Code
22 This includes Washington state; the City of Eugene, Oregon; and the California Cities of Encinitas, Brisbane, San
Luis Obispo, Sacramento, Santa Cruz, Menlo Park and San Jose.
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mixed-fuel buildings but requires them to be highly energy efficient and electrification ready, i.e.
constructed with the electric infrastructure (space in the electric panel and electric circuits) to
accommodate future electric appliances. In practice, the California Energy Code is an “electric
preferred” code, with mixed-fuel allowed but compliance being easier with all-electric equipment
since it is difficult to comply with the California Energy Code without installing electric heat pump
space and water heating systems.
•High-performance approach with additional efficiency requirements for new mixed-fuel
buildings only (All-Electric Preferred reach code)
•High-performance approach with additional efficiency requirements for all new buildings
(One Margin reach code)
•Emissions limit approach with local air quality requirements for nitrous oxides (NOx) or
other greenhouse gases
CRA v. City of
Berkeley is the “One-Margin” reach code. The decision specifically acknowledges an exception
within EPCA that allows for reach codes, provided they satisfy seven requirements.23 The One-
23 42 USC 6297 (3)”… [A] regulation or other requirement contained in a State or local building code for new
construction concerning the energy efficiency or energy use of such covered product is not superseded by this part
if the code complies with all of the following requirements:
(A) The code permits a builder to meet an energy consumption or conservation objective for a building by selecting
items whose combined energy efficiencies meet the objective.
(B) The code does not require that the covered product have an energy efficiency exceeding the applicable energy
conservation standard established in or prescribed under section 6295 of this title, except that the required
efficiency may exceed such standard up to the level required by a regulation of that State for which
the Secretary has issued a rule granting a waiver under subsection (d).
(C) The credit to the energy consumption or conservation objective allowed by the code for installing covered
products having energy efficiencies exceeding such energy conservation standard established in or prescribed
under section 6295 of this title or the efficiency level required in a State regulation referred to in subparagraph (B)
is on a one-for-one equivalent energy use or equivalent cost basis.
(D) If the code uses one or more baseline building designs against which all submitted building designs are to be
evaluated and such baseline building designs contain a covered product subject to an energy conservation
standard established in or prescribed under section 6295 of this title, the baseline building designs are based on
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Margin reach code applies additional efficiency requirements to all new buildings, but takes into
account energy use at the source, which favors the additional efficiency and lower emissions of
all-electric equipment using clean electricity. It uses standard energy modeling practices to set
its requirements rather than novel approaches like local air-quality standards. It does not
discriminate between gas and electric appliances like an “Electric-preferred” code.
the efficiency level for such covered product which meets but does not exceed such standard or the efficiency level
required by a regulation of that State for which the Secretary has issued a rule granting a waiver under subsection
(d).
(E) If the code sets forth one or more optional combinations of items which meet the energy consumption or
conservation objective, for every combination which includes a covered product the efficiency of which exceeds
either standard or level referred to in subparagraph (D), there also shall be at least one combination which
includes such covered product the efficiency of which does not exceed such standard or level by more than 5
percent, except that at least one combination shall include such covered product the efficiency of which meets but
does not exceed such standard.
(F) The energy consumption or conservation objective is specified in terms of an estimated total consumption
of energy (which may be calculated from energy loss- or gain-based codes) utilizing an equivalent amount
of energy (which may be specified in units of energy or its equivalent cost).
(G) The estimated energy use of any covered product permitted or required in the code, or used in calculating the
objective, is determined using the applicable test procedures prescribed under section 6293 of this title, except
that the State may permit the estimated energy use calculation to be adjusted to reflect the conditions of the
areas where the code is being applied if such adjustment is based on the use of the applicable test procedures
prescribed under section 6293 of this title or other technically accurate documented procedure.
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Thus, if the City were to pursue the One Margin reach code amendment, then time is of the
essence. Because staff will begin it work on comprehensive building code updates for the 2026-
2028 code cycle early next year, any replacement code the City adopts in the interim will be in
effect for approximately one year. Rather than considering and researching a variety of policy
options, staff recommends Council provide direction to proceed with development of a One
Margin code. Staff would aim for fall of this year for adoption if possible. Staff will continue to
track other approaches by state or local agencies, and if they appear viable staff can present them
as policy options as part of the work on the updates for the 2026-2028 code cycle.
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
Item 14
Item 14 Staff Report
Item 14: Staff Report Pg. 10 Packet Pg. 260 of 318
Attachment A
NOT YET APPROVED
Resolution No. _________
Resolution of the Council of the City of Palo Alto
Establishing a Temporary Moratorium on Enforcement of Palo Alto Municipal Code
Sections 16.14.090, 16.14.110 and 16.14.300 (Requiring Full Electrification for New and
Substantially Remodeled Residential and Commercial Buildings)
R E C I T A L S
A. On November 14, 2022, the Palo Alto City Council adopted an ordinance amending Title
16 of the Palo Alto Municipal Code, Chapter 14, by adding Sections 16.14.090, 16.14.110 and
16.14.300 (the “Electrification Requirements”) to support progress towards the City’s 80-by-30
carbon reduction goal by promoting electrification of new residential and commercial
construction and substantial remodels.
B. The Electrification Requirements prohibit installation of combustion equipment or
plumbing for combustion equipment in new residential and non-residential buildings, in
substantial remodels of residential and non-residential buildings, and with respect to new
outdoor appliances and equipment such as grills, firepits, swimming pool heaters, and similar
equipment. The Electrification Requirements also require use of heat pump water heaters for
all existing structures replacing or adding a water heater. The Electrification Requirements
became effective January 1, 2023.
C. In the case of California Restaurant Association v. City of Berkeley, 89 F.4th 1094 (9th
Cir. 2024), the United States Court of Appeals for the Ninth Circuit held that the state and local
governments may not prohibit installation of gas piping in new construction because such
regulations are preempted by the Energy Policy and Conservation Act (EPCA), 42 U.S. Code sect.
6201 et. seq.
D. The Palo Alto Council finds that suspending enforcement of the Electrification
Requirements is appropriate at this time, pending potential further developments including,
but not limited to, final resolution of California Restaurant Association v. City of Berkeley
litigation or amendments to the EPCA and any rules promulgated thereunder.
NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE as follows:
SECTION 1. Enforcement of Palo Alto Municipal Code Sections 16.14.090, 16.14.110 and
16.14.300 is suspended. This moratorium on enforcement is effective immediately on adoption
of this Resolution and shall remain in place until repealed by Council or December 31, 2024,
whichever is sooner. This moratorium on enforcement shall apply to all applications for building
permits or other development project entitlements including, without limitation, currently-
pending applications, new applications filed after adoption of this Resolution, requests for
Item 14
Attachment A -
Resolution Suspending
Enforcement of Municipal
Code sections 16.14.090,
16.14.110 and 16.14.300.
Item 14: Staff Report Pg. 11 Packet Pg. 261 of 318
Attachment A
NOT YET APPROVED
modification of pending applications, and applications for modification of previously-issued
permits or entitlements.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk Mayor
APPROVED AS TO FORM:
City Manager or Designee
City Attorney
Director of Planning and Development
Services
Item 14
Attachment A -
Resolution Suspending
Enforcement of Municipal
Code sections 16.14.090,
16.14.110 and 16.14.300.
Item 14: Staff Report Pg. 12 Packet Pg. 262 of 318
City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: City Manager
Meeting Date: February 26, 2024
Report #:2402-2642
TITLE
Policy and Services Committee Recommendations for Changes to the City Council Procedures
and Protocols Handbook based on Prior City Council Referrals (Review of Censure Language).
CEQA Status - Not a Project.
RECOMMENDATION
The Policy and Services Committee recommends City Council action on the Procedures and
Protocols Handbook (Handbook) referral related to censure/enforcement that the City Council
sent to Policy and Services in spring 2023. This is one of two remaining Handbook referrals from
2023. The final referral will come to the full City Council in March or April (related to
discretionary expenditures).
BACKGROUND
The City Council discussed the City Council Procedures and Protocols Handbook on January 30
and March 20, 2023 and adopted the most recent version on April 24, 2023. At that time, the
City Council referred some discussion topics to the Policy and Services Committee. The
Committee has discussed these referrals and made recommendations on all but one of the
referrals. The specific referrals from City Council were:
1. Procedures Section 1.1: Annual Organization of City Council
2. Procedures Section 5.1a(4): Video Participation for Public Comment
3. Procedures Section 8.2: Censure language was referred to committee for review
4. Protocols Section 2.2: Refrain from Lobbying Board and Commission Members
5. Protocols Section 2.8: The Role of Council Liaison to Boards or Commissions
6. Protocols Section 4: International Travel
7. Protocols Section 4.1: Miscellaneous Expenditures. Council referral for the committee to
discuss the establishment of appropriate parameters for Council discretionary
expenditures and whether to allocate $2,000 annually from the Council contingency
fund for each Council member to decide its purpose.
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The City Council began this discussion on December 18, 2023 and provided direction on
February 5, 2024 on items 1, 2, 4, 5, and 6. Item 7 was discussed at Policy and Services
Committee (P&S) on February 13, 2024 and will return to the Committee for further discussion
in March 2024. Item 3, related to censure language is the remaining P&S recommendation and
the focus of this report.
And given that this is a new year, the City Council will also be reviewing the full Handbook again
for consideration of new topics to amend. This discussion will occur in the coming months after
the completion of the prior year referrals.
ANALYSIS
The specific recommendation from the Committee on the censure referral topic is in the
Attachment A draft revised Handbook with a short summary below:
Procedures Section 8.2: Censure language was referred to committee for review
a.Attachment A draft Handbook includes Policy and Services Committee recommended
censure language. The proposed censure language is on draft Handbook pages 35-39.
This was a 2-1 vote at committee.
FISCAL/RESOURCE IMPACT
No known fiscal impact for this particular Handbook section on censure.
ENVIRONMENTAL REVIEW
City Council action on this item is not a project as defined by the California Environmental
Quality Act (CEQA) because revisions to the City Council Procedures and Protocols is a
continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2).
ATTACHMENTS
Attachment A: Draft Updated Procedures and Protocols Handbook with Committee
Recommendations November 2023
APPROVED BY:
Ed Shikada, City Manager
Item 15
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If you have any questions about this handbook, please feel
free to contact the City Clerk by phone at (650) 329-2571
and e-mail at city.clerk@cityofpaloalto.org or the City
Attorney by phone at (650) 329-2171 and e-mail at
city.attorney@cityofpaloalto.org.
CITY COUNCIL
PROCEDURES AND
PROTOCOLS HANDBOOK
DRAFT HANDBOOK WITH POLICY AND SERVICES 2023 RECOMMENDATIONS FOR DISCUSSION
Draft November 2023
Procedures and Protocols Approved 04/24/2023
with New Table of Contents (last updated May 2023)
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Updated Procedures and
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Recommendations
November 2023
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TABLE OF CONTENTS
Introduction...............................................................................................................3
PART I: CITY COUNCIL PROCEDURES ...........................................................................4
SECTION 1 – CITY COUNCIL ORGANIZATION AND STRUCTURE..................................................4
1.1 Annual Organization of City Council.............................................................................4
1.2 Council Committees......................................................................................................4
1.3 Respect the Work of the Council Committees..............................................................7
SECTION 2 - GENERAL PROCEDURES FOR CITY COUNCIL MEETINGS.........................................8
2.1 Meeting Schedules, Agendas and Supporting Materials ..............................................8
2.2 The Mayor and Vice Mayor Should Work with Staff to Plan the Council Meetings......9
2.3 Attendance Procedures................................................................................................9
2.4 Colleagues’ Memos....................................................................................................14
SECTION 3 - CITY COUNCIL MEETING ORDER OF THE AGENDA...............................................14
3.1 Call to Order...............................................................................................................15
3.2 Special Orders of the Day...........................................................................................15
3.3 Closed Sessions...........................................................................................................15
3.4 Agenda Changes, Additions, and Deletions................................................................17
3.5 General Public Comment (see Section 5 on Public Participation for more details
about “General Public Comment”) ............................................................................17
3.6 Council Member Questions, Comments, and Announcements (including reports on
Boards, Commissions, and Committees) ...................................................................17
3.7 Study Sessions............................................................................................................18
3.8 Consent Agenda .........................................................................................................18
3.9 City Manager’s Comments..........................................................................................20
3.10 Action Items...............................................................................................................20
3.11 Adjournment..............................................................................................................20
SECTION 4 - PROCEDURES AT CITY COUNCIL MEETINGS.........................................................21
4.1 Council Motion and Voting Processes throughout the Agenda (exist. Procedures 2.4
U and V)......................................................................................................................21
4.2 Motion Procedures.....................................................................................................21
4.3 Voting and Debate of Agenda Items...........................................................................25
4.4 Quasi-Judicial Matters................................................................................................27
SECTION 5 - HOW THE PUBLIC ENGAGES WITH THE CITY COUNCIL........................................29
5.1 Public Participation During City Council Meetings......................................................29
SECTION 6 - CITY COUNCIL QUESTIONS ON AGENDA-RELATED ITEMS....................................32
6.1 Submit Questions on Council Agenda Items Ahead of the Meeting...........................32
6.2 City Council emails for Agenda-Related Items Procedure...........................................32
SECTION 7 – COUNCIL VALUES AND ANNUAL COUNCIL PRIORITIES........................................33
SECTION 8 - PROCEDURES AND PROTOCOLS REVIEW AND ENFORCEMENT ...........................35
8.1 Commit to Annual Review of Important Procedural Issues........................................35
8.2 Enforcement...............................................................................................................35
PART II: CITY COUNCIL PROTOCOLS...........................................................................36
SECTION 1 – CITY COUNCIL CONDUCT.....................................................................................36
1.1 Positive Work Place Environment...............................................................................36
1.2 Comply with Law........................................................................................................36
1.3 City Council Core Responsibilities (exist. Protocol Sec. 1)...........................................36
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1.4 General Member Conduct..........................................................................................37
1.5 Decisions Based on Merit...........................................................................................38
1.6 Advocacy ....................................................................................................................38
1.7 Council Conduct with City Staff..................................................................................39
1.8 Use of Staff Time........................................................................................................40
SECTION 2 - CITY COUNCIL CONDUCT WITH PALO ALTO BOARDS AND COMMISSIONS..........41
2.1 If Attending a Board or Commission Meeting, Identify Your Comments as Personal
Views or Opinions.......................................................................................................41
2.2 Refrain from Lobbying Board and Commission Members...........................................41
2.3 Remember that Boards and Commissions are Advisory to the Council as a Whole, not
as Individual Council Members..................................................................................41
2.4 Concerns about an Individual Board or Commission Member Should be Pursued with
Tact.............................................................................................................................41
2.5 Be Respectful of Diverse Opinions..............................................................................42
2.6 Keep Political Support Away from Public Forums.......................................................42
2.7 Maintain an Active Liaison Relationship......................................................................42
2.8 Role of Council Liaison to Board or Commission ........................................................42
SECTION 3 - STAFF CONDUCT WITH CITY COUNCIL.................................................................42
3.1 Respond to Council Questions as Fully and as Expeditiously as is Practical................42
3.2 Respect the Role of Council Members as Policy Makers for the City..........................42
3.3 Demonstrate Professionalism and Non-Partisanship in all Interactions with the
Community and in Public Meetings...........................................................................42
3.4 It is Important for the Staff to Demonstrate Respect for the Council at all Times......43
SECTION 4 - CITY COUNCIL AND BOARDS AND COMMISSIONS POLICY FOR TRAVEL AND
MISCELLANEOUS EXPENSE REIMBURSEMENT...................................................................43
4.1 Mayor and Vice Mayor Additional Compensation......................................................43
4.2 Miscellaneous Expenditures.......................................................................................43
4.3 Council and Boards and Commission Travel Policy.....................................................43
SECTION 5 - Confidentiality, Conflicts of Interest, Gifts And Favors........................................44
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November 2023
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City Council Protocols and Procedures Handbook
Introduction
The purpose of this City Council Procedures and Protocols Handbook is to review a set of rules through
which the Palo Alto City Council conducts its business in a fair, equitable and effective manner. Adoption
of the Handbook is requirement of the Palo Alto Municipal Code:
Municipal Code 2.04.100 – Handbook of Procedural Rules
The Council shall adopt by resolution a handbook of procedural rules governing any aspect of the
conduct of meetings and hearings for the council and its standing committees, including but not
limited to agenda requirements, the order of business, rules of order, rules of evidence, closed
session procedures and rules for public participation in meetings. The handbook of procedural
rules shall be deemed guidelines and failure to comply with any procedural rule shall not be the
basis for challenge to or invalidation of any action of the council, nor shall they be construed to
create any independent remedy or right of action of any kind.
The handbook is organized in two parts:
Part I: City Council Procedures
This section explains the process through which work is done and basic rules for City Council
meetings including public participation guidelines.
Part II: City Council Protocols
This section explains conduct guidance for the City Council.
If a provision of this Handbook conflicts or is inconsistent with the Charter, the Municipal Code, or State
or Federal law, the Charter, Code, or State or Federal law shall govern.
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PART I: CITY COUNCIL PROCEDURES
SECTION 1 – CITY COUNCIL ORGANIZATION AND STRUCTURE
1.1 Annual Organization of City Council
The Palo Alto Charter, Article III, Section 8 directs Council to elect one of its members to serve as
Mayor and one as Vice-Mayor, and sets forth their duties. Palo Alto Municipal Code Section 2.04.060
provides additional detail. Mayor and Vice-Mayor are elected at the first meeting in January each
year. Nominations may be made by any Council member and do not require a second.
1.2 Council Committees
(a) Standing Council Committees
Policy
It is the policy of the Council to use standing committees in open and public meetings to study City
business in greater depth than what is possible in the time allotted for Council meetings.
Purpose
These rules are intended to enhance public participation and committee meetings so that the best
possible decisions can be made for Palo Alto.
General Requirements
Council standing committees shall be subject to the following procedural rules:
1) Quorum
A majority of the committee membership shall constitute a quorum.
2) Referrals
Only the Council or City Manager shall make referrals to the standing committees.
Referrals will generally be directed to only one of the standing committees.
Items may be withdrawn from the committee and taken up for consideration by the Council
at any Council meeting with the consent of a majority of the Council, and subject to any
applicable noticing or agenda-posting requirements.
3) Attendance by Nonmembers
As required by the Brown Act, Council members who are not on a committee may attend
the committee meeting but only as an observer; they may not speak or otherwise
participate in the committee meeting.
If Council wishes to allow members who are not serving on the committee to speak, the
meeting should be noticed as a meeting of the full Council, and all Council procedural
requirements will apply.
Commented [GC1]: Policy and Services Discussed
this at the May 9, 2023 and City Council discussed on
February 5, 2024 and provided next steps.
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4) Function of committees
The purpose and intent of committee meetings is to expedite Council action by providing
more thorough and detailed discussion and study of prospective or current Council agenda
items with a full and complete airing of all sentiments and expressions of opinion on City
problems by both the committee and the public. Actions of the committee shall be
advisory recommendations only except as to matters delegated to the committee by
Council.
5) Minutes and Report of Committee
The City Clerk shall be responsible for the preparation and distribution to the Council of the
minutes of standing committee meetings. The minutes for these meetings shall be action
minutes which reflect the motions made during these meetings. The minutes of each
committee meeting serve as the report to the Council and should be included, as
appropriate, in subsequent relevant staff reports.
6) Agenda
The presiding officer of each standing committee shall work with staff to prepare the agenda for
committee meetings. Items should be scheduled as they are ready, taking into account the
sequence of referral, the time required for staff research and analysis to support
committee discussions, the time-sensitivity of items, and other factors as determined by
the chair and City Manager.
7) Public Participation at Committees
The presiding officer shall determine the time that each speaker is allotted during general
public comment and public comment on agendized items. The chair will typically set
individual speaker speaking time at 3 minutes per speaker. If extended public participation
is desired the chair may provide for a longer period; if there are a large number of
speakers or many agenda items, speaking time may be shortened.
8) New Standing Committees
Council may establish new standing committees as needed.
(b) Policy and Services Committee
The Municipal Code states that the role of the Council Policy & Services Committee is to consider
and make recommendations on matters referred to it by the Council relating to parliamentary and
administrative procedures and policy matters pertaining to intergovernmental relations,
personnel policies, planning and zoning, traffic and parking, public work, and community and
human services. (§2.04.220).
(c) Finance Committee
The Municipal Code states that the role of the Council Finance Committee is to consider and make
recommendations on matters referred to it by the Council relating to finance, budget, financial
audits, capital planning and debt. (§2.04.210).
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(d) Council Appointed Officers (CAO) Committee
The CAO Committee meets on an as-needed schedule to address issues that Council has referred
to the Committee related to Council's four direct appointees: the City Manager, City Attorney, City
Clerk and City Auditor. For example, the committee may be tasked with duties related to
performance evaluations, compensation, and the filling of vacancies.
(e) City Schools Liaison Committee
The City-Schools Liaison Committee is composed of two Council members and two members of the
Board of Education of the Palo Alto Unified School District. The committee’s purpose is to share
information, collaborate, and coordinate on issues related to Palo Alto’s school-aged children and
youth.
(f) Ad Hoc Committees
Policy
The Council may create Ad Hoc Committees on a limited basis where necessary to study City
business in greater depth than what is possible in the time allotted for Council and Standing
Committee meetings.
Purpose
These rules are intended to clarify the distinctions between Standing and Ad Hoc Committees and to
set up guidelines for creation of Ad Hoc Committees.
General Requirements
Council Ad Hoc Committees shall be subject to the following procedural rules:
1) Definition of Ad Hoc Committee
An Ad Hoc Committee is a temporary advisory committee composed solely of less than a quorum
of members of the Council or any Council Standing Committee. The work of an Ad Hoc
Committee has a limited or single purpose. An Ad Hoc committee is not intended to be
perpetual but rather to be dissolved in a finite period time, once its specific task is
completed. By contrast, a Standing Committee has continuing subject matter jurisdiction
over a variety of related topics.
2) Brown Act
The procedural requirements of the Brown Act apply to all committees that have either:
(a) continuing subject matter jurisdiction over a matter or group of related matters; or (b)
a regular meeting schedule set by Council action. All Standing Committees are Brown Act
bodies. Ad hoc committees are generally not Brown Act bodies, provided that they are
temporary bodies, formed for the purpose of addressing a limited or single purpose,
include only members of Council, and do not have a regular meeting schedule set by
Council action. When Council creates an Ad Hoc committee that is not a Brown Act body,
Council may, at its discretion, direct that the committee follow Brown Act procedures.
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3) Creation and Appointment
The Mayor or the City Council may create an Ad Hoc Committee and appoint three or fewer
members of the Council to serve. In contrast, only the Council and not the Mayor alone can
create a Standing Committee. The Mayor makes appointments to Standing and Ad Hoc
Committees. The Mayor will publicly announce any Ad Hoc Committee created by her or
him and its membership and stated purpose. The Clerk shall post this information on the
Council website. The City Manager shall prepare a report to Council about the anticipated
time commitment required for staff to assist the Ad Hoc Committee.
4) Duration
Ad Hoc Committees are created for a finite period of time. If an Ad Hoc Committee does
not complete its task by the end of the calendar year, it shall not continue unless reappointed
by the new Mayor in the following year.
5) Members
Ad Hoc Committees shall consist of less than a quorum of Council members only, and shall
not include any other persons, including members of other legislative bodies.
6) Reporting
Ad Hoc Committees shall report their recommendations to the Council in the timeframe
directed by Council. Any Council Member may ask during ‘Council Member Questions,
Comments And Announcements’ that an updated Ad Hoc Committee report be placed on
an upcoming meeting agenda.
7) Termination of Ad Hoc Committee by Majority of Council
A majority of the Council may vote to terminate any Ad Hoc Committee following
placement of the issue on an agenda.
8) Conclusion
A public announcement shall be made any time the Ad Hoc Committee has concluded its work
and/or upon dissolution.
1.3 Respect the Work of the Council Committees
Council should respect the work of Council committees, as their purpose is to provide focused, in-
depth discussion of issues to help inform and expedite Council business. If a matter is taken forward
to the full Council for approval after receiving a unanimous vote at committee, the item will be placed
on the Consent Calendar, unless otherwise recommended by the committee, Mayor, City Attorney or
City Manager.
** *
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SECTION 2 - GENERAL PROCEDURES FOR CITY COUNCIL MEETINGS
The purpose of these guidelines is to facilitate the orderly and efficient conduct of Council business. This
purpose recognizes the value of establishing a community understanding of meeting procedures so that
broad public participation is encouraged. This purpose also recognizes that Council members must have a
common approach to the discussion and debate of City business so that meetings are both streamlined
and thorough.
These are guidelines, rather than rules. The Council intends that City staff and Council members will
follow these guidelines. However, these guidelines should not be used in a way that leads to inefficiency,
unfairness, or the promotion of form over substance.
In addition to Council-adopted guidelines, State law establishes a variety of mandatory meeting rules that
the City must follow in order to ensure open government and fair process, regardless of unusual
situations and consequences. (See Cal. Govt Code section 54950.)
2.1 Meeting Schedules, Agendas and Supporting Materials
(a) Meeting Schedules for Regular and Special Meetings
The City Council generally conducts two different kinds of meetings: regular meetings and special
meetings.
The Municipal Code provides that regular City Council meetings are conducted at City Hall on the
first three Monday nights of each month, except during the Council’s annual summer and winter
recesses, at 5:30 p.m.
The Council also schedules periodic special meetings, which are meetings on any day or time
other than the regular meeting time. This may include meetings on the regularly-scheduled first
three Mondays where the start time is 5 p.m. or earlier, or meetings on a fourth or fifth Monday,
or meetings scheduled on any other day or time.
The Mayor or Council may call a special meeting on a minimum of 24 hours’ notice. Special
meetings need not be held at City Hall, as long as the alternate location is within the City. The
Council makes every effort to provide notice well in advance of 24 hours, especially when the
special meeting is for the purpose of conducting a Study Session.
(c) Posting of Agendas
Under the Brown Act, meeting agendas must be posted no later than 72-hours prior to regular
meetings and 24-hours prior to special meetings. It is City policy to make every effort to post the
agenda on Thursday, 11 days prior to Monday meetings, whether regular or special. Agendas are
posted in King Plaza by the elevators and are uploaded to the City Council web page.
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(d) Supporting Reports and Materials
It is City policy to make every effort to provide supporting reports and materials at the time the
agenda is posted. Typically, this will occur 11 days before the meeting. Materials that are not
available at the time of agenda posting will be distributed as soon as feasible before the meeting.
Materials that are distributed to a majority of Council will be made available to the public at the
same time, as required by law. Some materials, such as presentation materials or “supplemental
memoranda” (previously referred to as “at places” memoranda) may be distributed to Council
members and the public at the meeting.
(e) Late Submittal of Correspondence or Other Information Related to Planning Applications
In order to allow for adequate staff review and analysis and to ensure public access to information,
all plans, correspondence, and other documents supporting planning applications being heard by the
City Council must be submitted to staff not later than noon five (5) working days prior to the release
of the Council Agenda Packet. If any correspondence or other information is submitted after this
deadline to Council members or staff, and staff determines additional review is needed, staff will
reschedule the item for a future Council meeting.
If a Council member receives planning application materials from a project applicant, or receives
other significant material related to the application from any source, he or she shall notify the City
Clerk and the City Manager as soon as possible so that all relevant material can be entered into the
official record and made available to all parties and the public. At the meeting the City Council may
determine whether to continue or refer the item to the appropriate board and/or commission if
significant changes to a project or significant new information become known.
2.2 The Mayor and Vice Mayor Should Work with Staff to Plan the Council Meetings
There are three purposes to the pre-Council planning meeting: 1) to plan how the meeting will be
conducted, including review of approximate time allocation of Staff Report presentations and to
ensure adequate time for large complex items; 2) to identify any issues or questions that may need
greater staff preparation for the meeting; and 3) to discuss future meetings. Consideration in
building the agenda should be given to the potential length of the meeting and at what point items
of significant public concern may be heard.
The purpose of the meeting is not to work on policy issues. Normally, only the Mayor and Vice Mayor
are invited and expected to attend the pre-Council meetings with the City Manager, other CAOs, and
department managers. The Mayor and Vice Mayor’s role is to represent the interest of the entire
Council.
2.3 Attendance Procedures
(a) Attendance Required
Council members, the City Clerk, City Attorney, and City Manager, along with any other City
officers and department heads that have been requested to be present, shall take their regular
stations in the Council Chambers at the start of every scheduled meeting. The presiding officer will
ensure that each meeting will include at least one 15-minute break. The Council expects its members
to attend regularly and notify the City Clerk of any planned absences. The Council may levy fines of
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up to $250.00 against Council members who willfully fail to attend meetings (PAMC section
2.04.050).
(b) Remote Attendance of Council Members at Council and Committee Meetings
Council members are strongly encouraged to attend meetings in person. State law allows Council
members to attend meetings remotely by following the procedures outlined in Government Code
Section 54953(b) (“Standard Remote Attendance”) or the procedures outlined in Assembly Bill
2449 (2022) (“AB 2449 Remote Attendance”). For convenience, these procedures are summarized
below and are current as of the date of Handbook revision. If state law is subsequently amended,
the amended terms of State law will apply.
Council members are encouraged to consult in advance with the City Clerk and, if needed, the City
Attorney to ensure compliance with all required procedures.
1) Number of Remote Appearances
Remote attendance shall be permitted not more than 3 five (5) times a year per legislative
body (for example, five times a year for full Council meetings and five additional times a
year for each Council committee). AB 2449 rules still apply which state that no more than
two meetings may be attended remotely during a calendar year for “just cause,” as
described below.
2) General Procedures for Appearing Remotely
Council members must follow mandatory procedures set forth in State law. At any meeting
where a Council member is attending remotely, the following requirements must be met:
(A) At least a quorum of the Council must participate from a singular physical location
within the City.
(B) The agenda must identify and include an opportunity for the public to attend and
directly address the council member through a call-in option, an internet-based
service option, and in-person at the location of the meeting.
(C) Council may not take action if there is an unresolved disruption to the meeting
broadcast or to the ability to take call-in or internet-based public comment.
If the above threshold requirements are met, the Council member attending remotely must
ensure they follow the procedures associated with either Standard Remote Attendance or
AB 2449 Remote Attendance.
3) Standard Remote Attendance Procedures
A Council member attending remotely using these procedures must ensure that:
(A) The meeting agenda identifies the remote attendance location and is posted at
that location in an area that is accessible and visible 24 hours a day for at least 72
hours prior to a regular meeting and 24 hours prior to a special meeting.
(B) The remote attendance location is open and fully accessible to the public, and
fully accessible under the Americans with Disabilities Act, throughout the entire
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meeting. These requirements apply to private residences, hotel rooms, and
similar facilities, all of which must remain fully open and accessible throughout
the meeting, without requiring identification or registration.
(C) The remote attendance technology used is open and fully accessible to all
members of the public, including those with disabilities.
(D) Members of the public who attend the meeting at the remote attendance
location have the same opportunity to address the Council from the remote
location that they would if they were present in Council Chambers.
(E) The remote attendance location must not require an admission fee or any
payment for attendance.
(F) If the meeting will include a closed session, the Council Member must ensure that
there is a private location available for that portion of the meeting. A private
location means a closed room such that no other person can hear any portion of
the closed session.
If the Council Member intends to follow the procedures of Standard Remote Attendance
but determines that any or all of these requirements cannot be met, he or she shall not
participate in the meeting remotely using Standard Remote Attendance procedures.
4) Standard Remote Attendance Guidelines
(A) Five days written notice in advance of the publication of the agenda must be
given by the Council member to the City Clerk’s office about their intent to
participate remotely; the notice must include the address at which the remote
attendance will occur, and the address the Council packet should be mailed to, if
a hard copy is requested.
(B) The Council member is responsible for posting the Council agenda in the remote
location, or having the agenda posted by somebody at the location and
confirming that posting has occurred. The City Clerk will assist, if necessary, by
emailing, faxing or mailing the agenda to whatever address or fax number the
Council member requests; however, it is the Council member’s responsibility to
ensure that the agenda arrives and is posted. If the Council Member will need the
assistance of the City Clerk in delivery of the agenda, the fax number or address
must be included in the five-day advance written notice above.
(C) The Council Member must ensure that the location will be publicly accessible
while the meeting is in progress.
(D) The Council Member must state at the beginning of the Council meeting that the
posting requirement was met at the location and that the location is publicly
accessible and must describe the location.
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5) AB 2449 Remote Attendance Procedures
In 2022 the Legislature adopted AB 2449, which amended the Brown Act to allow remote
participation in certain narrow circumstances (listed below) without publishing the remote
location on the meeting agenda and without providing public access from the remote
location.
Where the requirements of AB 2449 are met, a Council member is not required to follow
the procedures described in Section 2.3(b)(3)(A)-(E), above.
A Council member may use AB 2449 if the Council member has either “just cause” or
“emergency circumstances” that require remote participation, as defined by AB 2449.
(A) Just cause.
i.“Just cause” is defined as:
a. a childcare or caregiving need of a child, parent, grandparent, grandchild,
sibling, spouse, or domestic partner that requires remote attendance,
b. a contagious illness that prevents in-person attendance,
c. a need related to a physical or mental disability which cannot be resolved
by a request for reasonable accommodation, or
d. travel while on the business of a state or local agency.
ii. Notice. A Council member with “just cause” to attend remotely must notify
the Council or Council committee and the City Clerk at the earliest possible
opportunity, including at the start of the meeting, of their need to
participate remotely and provide a general description of the
circumstances.
(B) Emergency Circumstances.
“Emergency circumstances” is defined as a physical or family medical emergency that
prevents a Council member from attending the Council meeting in person.
i. Notification and acceptance.
a. A Council member attending remotely due to “emergency circumstances”
must notify the Council or Council committee and the City Clerk at the
earliest possible opportunity.
b. The Council or Council committee must request a general description of
the circumstances relating to the Council member’s need to appear
remotely. The description does not need to have more than 20 words,
and the Council member does not have to disclose any personal medical
information.
c. At the earliest opportunity available to it, the Council or Council
committee must, by a majority vote of its members, take action on the
request to approve or disapprove it. If the request does not allow
sufficient time to place it on the agenda for the meeting for which the
request is made, the legislative body must take action on the request at
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the beginning of the meeting by majority vote.
(C) Disclosures. Council members attending remotely must publicly disclose at the
meeting before any action is taken whether any other individuals 18 years of age
or older are present in the room at the remote location with the member and the
general nature of the member’s relationship with the individual.
(D) Technology. Council members attending remotely shall participate using both
audio and visual technology.
If the Council member intending to follow the procedures of AB 2449 Remote Attendance
determines that any or all of these requirements cannot be met, he or she shall not
participate in the meeting remotely using AB 2449 Remote Attendance procedures.
6) AB 2449 Remote Attendance Sample Scripts
At the start of the meeting, the Council member attending remotely may use the following
language to identify under which provision they are attending remotely:
Just Cause:
“I have just cause to attend this meeting remotely under AB 2449. I have not attended a
meeting remotely due to just cause more than once this calendar year. I have attended
[NUMBER] meetings remotely this calendar year. I must attend this meeting remotely
because…
1. “… I must provide caregiving to [RELATION].”
2. “… a contagious illness prevents me from attending in person.”
3. “… I have a need related to a disability which could not be accommodated at this
meeting.”
4. “… I am travelling while on official business of [STATE OR LOCAL AGENCY].”
“In this room, I am accompanied by…
1. “…no one over the age of 18.”
2. “…one or more individuals over the age of 18. They are [RELATION (e.g., my
spouse, coworker, medical provider)].”
Emergency Circumstances:
“Due to emergency circumstances, I request to attend this meeting remotely under AB
2449. I have attended [NUMBER] meetings remotely this calendar year. The [PHYSICAL
OR FAMILY] medical emergency I am facing requires my remote attendance because
[BRIEF DESCRIPTION].”
“In this room, I am accompanied by…
1. “…no one over the age of 18.”
2. “…one or more individuals over the age of 18. They are [RELATION (e.g., my
spouse, coworker, medical provider)].”
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2.4 Colleagues’ Memos
Council members may bring forward a colleagues’ memo on any topic to be considered by the entire
Council. A minimum of two Council members are required to place such a memo on the agenda,
reflective of the Council procedure requiring a motion and a second for consideration of a motion by
the Council. Up to three Council members may sign a colleague memo. To comply with the Brown
Act, three is the maximum number Council members who may discuss or sign onto a colleagues’
memo.
Prior to preparing a colleagues’ memo, Council members should consult with the City Manager to
determine whether the City Manager is able to address the issues as part of their operational
authority and within current budgeted resources. Colleagues memos should include a section drafted
by the City Manager that identifies any potential staffing or fiscal impacts of the contemplated action.
Council members shall provide a copy of the proposed memo to the City Manager and City Attorney
prior to finalization. Completed Council colleagues’ memos should be provided to the City Manager,
City Attorney and City Clerk with as much advance notice as possible, to provide time for staff to
prepare the resource impact section and prepare the memo for placement on the agenda.
The Council will not take action on the night that a colleagues’ memo is introduced if it has any
implications for staff resources or current work priorities which are not addressed in the memo. The
Council will discuss the colleagues’ memo and refer it to a committee or direct the City Manager to
agendize the matter for Council action. Action may be taken immediately by the Council on colleagues’
memos where there are no resource or staffing implications, or where these implications are fully
outlined in the colleagues’ memo. The Brown Act requires that the public be fully informed of the
potential action by the Council when the agenda is published. In order to satisfy the Brown Act
requirements, the Council should consult with the City Attorney to ensure that the proposed title to
the colleagues’ memo contains all actions that the Council members want completed on the night of
the Council review.
Council members nearing the end of their term desiring to submit a colleagues’ memo should consider
submittal timing and steps needed in order to ensure Council discussion prior to the end of their term.
Staff will make best efforts to agendize such memos prior to the end of the Council term.
** *
SECTION 3 - CITY COUNCIL MEETING ORDER OF THE AGENDA
City Council agendas will be prepared by the City Clerk and presented to the City Council in the order
described below, except as determined otherwise by the Mayor in consultation with the City Manager. In
setting the agenda, the typical order of agenda items is as shown below but the ordering can be changed in
the agenda-setting process if needed. The City Manager, with prior approval of the Mayor, is authorized to
designate upon the agenda items that shall be taken up first or at a specific time during the course of the
meeting (PAMC section 2.04.070.) The City Council may take matters up out of order upon approval by a
majority vote of those present:
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Call to Order
Special Orders of the Day
Closed Session
Agenda Changes, Additions and Deletions
General Public Comment
Council Member Questions, Comments and Announcements
Study Session
Consent Agenda
Items may be placed upon the consent calendar by any council-appointed officer whenever, in
such officer's judgment, such items are expected to be routinely approved without discussion or
debate. Council Minutes are approved on Consent. The consent calendar shall be voted upon as
one item.
City Manager Comments
Action Items
Adjournment
Items Considered After 10:30 p.m.: The Council makes every effort to end its meetings before 11
p.m. With that goal in mind, the Council generally does not start discussion of new matters after
10:30 p.m. Before 10 p.m. the Council will decide and announce whether it will begin consideration
of any agenda items after 10:30 p.m. and, if so, which specific items will be taken up.
3.1 Call to Order
The meeting can be called to order in recognition of a holiday or special designation to bring
awareness and show appreciation of that holiday or special designation. The Mayor will determine
such recognitions in consultation with the Manager, and dates will primarily originate from a
calendar adopted by the Council.
3.2 Special Orders of the Day
Council may acknowledge a special appreciation for individuals or groups for achievements,
holidays (dates included in the annual Council-adopted calendar), etc., through the Special Order
of the Day. This can be done through:
- A certificate of recognition for individuals linked to a certain event or holiday
- Information read by Council members in honor of a group or individual
- A proclamation or resolution presented to a group or individual
- Informational presentation from a community group about their program.
3.3 Closed Sessions
Closed sessions are the only part of a Council meeting that the public cannot attend though to the
public may make public comments before the start of the closed session. Council may meet in closed
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session only as specifically authorized by State law. The most common types of closed sessions are
labor negotiations, litigation, employment issues, and real estate negotiations.
The Council will make a public report after the session where required by State or local law.
(a) Closed Session Requirements
1) Announcements Before Closed Sessions
The Mayor/City Clerk shall announce the item or items to be considered in closed session by
reference to the appropriate agenda number or letter, or in an alternate form that shall be
provided by the City Attorney.
2) Public Comments
Members of the public are permitted to make public comments on closed session matters.
The City Clerk shall be present in the open session to record Council attendance and any
statements made by the public or by the Council.
3) Vote to Go into Closed Session
The Council shall vote to go into closed session.
4) Attendance
The City Manager and City Attorney, or their designees, shall attend closed sessions unless it
is necessary to excuse them. Additional staff and consultants may attend, but only to the
extent that their attendance is necessary to support Council’s consideration of the item.
5) Public Reports
State and local law require the Council to make a public report after a closed session when
certain kinds of actions are taken (PAMC section 2.04.030). Reports from closed sessions shall
be made by the Mayor, the Vice Mayor in the Mayor's absence, or such other City
representative as designated by the Council. Such designated person is the only individual
authorized to make public statements concerning the closed session.
It is the policy of the Council to inform the public of action taken in closed session to the
greatest extent possible. It is recognized, however, that the need for confidentiality is
inherent in closed sessions and that certain matters if revealed may be a detriment to the
results desired. The Council shall publicly report:
(A) any decision to appoint, employ, or dismiss a public employee and the roll call vote
thereon at its next public meeting;
(B) actions related to litigation and the roll call vote on such actions, unless the
report would, in the written opinion of the City Attorney for specifically stated
reasons, clearly jeopardize the City’s ability to effectuate service of process on one
or more unserved parties or impair the City’s ability to resolve the matter through
negotiation, mediation or other form of settlement. Notwithstanding the City
Attorney's written opinion, the Council may under any circumstance, by majority
vote, determine that it is in the City's best interests to disclose actions taken in
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closed session related to litigation. The public report shall be given as soon as
possible, but no later than the next regular meeting, and shall include the vote or
abstention of every member present. The City Attorney’s written opinion shall be
made public, along with any action taken and any vote thereon, as soon as any
litigation is concluded. The City Attorney shall record any action and vote upon
such forms as the City Attorney may deem desirable;
(C) Other matters as required by law.
6) No Minutes
No minutes of closed sessions shall be kept. The City Attorney shall record the information
necessary to comply with State law and Municipal Code section 2.04.030.
7) Confidentiality
No person in attendance at a closed session may disclose the substance or effect of any
matter discussed during the session (PAMC section 2.04.040), except to the extent
authorized by a majority vote of Council or as required by a court.
3.4 Agenda Changes, Additions, and Deletions
(a)By majority vote, Council may change the order or delete an item from the agenda. Council may
not add items to the agenda except in cases of emergency as defined by State law.
(b)When the Council decides to reschedule business items, the business items will generally be
rescheduled as follows:
1) Items Rescheduled to a Date Uncertain
When Council reschedules an item to a date uncertain, the City Manager, Clerk and Mayor
shall confer on an appropriate date to reschedule the item.
2) Items Rescheduled to a Date Certain
Council may reschedule an item to a specific future Council meeting.
3.5 General Public Comment (see Section 5 on Public Participation for more details about “General
Public Comment”)
3.6 Council Member Questions, Comments, and Announcements (including reports on Boards,
Commissions, and Committees)
The purpose of this agenda item is to allow Council to briefly ask staff about matters upon which
Council has taken action or given direction, make general comments as a reference to staff on factual
matters of community concern, or make brief announcements in a manner consistent with
Government Code section 54952.2. If more than brief statements are desired, the item shall be
agendized for a future meeting in the manner otherwise provided by these Procedures, such as by the
City Manager or through a Colleagues Memo. Major policy issues and new assignments will not be
discussed or considered in this item. To the extent possible, Council will confer with staff before
raising matters under this agenda item. This agenda item will generally last up to 15 minutes and the
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public may not comment.
3.7 Study Sessions
Study Sessions are agenda items during which the Council receives information about City business in
an informal setting. Study sessions are intended to be discussion items only. The Decorum rules still
apply to the behavior of the Council and public.
(a) Study Session Procedures
1) Time
Special study sessions will be held as needed.
2) Topics and Process
Study sessions are intended to be conducive to in-depth factual presentations by City staff and
detailed questioning and brainstorming by Council on issues of significant interest. The
Council may discuss the material freely without following formal rules of parliamentary
procedure, and the shall have discretion to determine the appropriate process for
conducting the study session, including when public comment will be heard.
3) Public Participation
Members of the public are allowed to make public comments on study session matters at
the time directed by the presiding officer. The general rules of decorum apply.
4) No Action Taken
Staff may be directed to bring matters back for Council consideration at future meetings, as no
action can be taken.
3.8 Consent Agenda
The Consent Agenda is the section where items not anticipated to require discussion can be
presented and acted upon efficiently by Council. This generally includes administrative items;
implementation of policies and programs previously approved by Council, including contracts; and
other routine or non-controversial items. The Mayor and City Manager should be sensitive to high
dollar value contracts and consider placing those items in the action agenda section. The consent
section may include:
(a) Ordinances and Resolutions
The following ordinances and resolutions may appear on a consent calendar:
1) Second Reading (passage and adoption) of Ordinances.
2) Resolutions that are ceremonial in nature.
3) Ordinances or resolutions that implement a prior Council policy direction in the manner
contemplated by the Council's previous actions, in the Adopted Budget (including the
Capital Improvement Program and especially in the department key plans), the Council
Priorities, and other similar sources.
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4) Budget amendments that accept funding such as grants or gifts, provided Council has
previously approved the activity or program.
5) Resolutions approving funding applications, such as grants or loans, provided that the
program or activity has been previously approved by Council.
6) Clerical amendments to local laws.
7) Conforming amendments to local laws that are required by State law, except items of
significant public interest.
(b) Administrative Matters Including Contracts, Appointments, Approval of Applications, and Any
Other Matter
An administrative matter may be placed on the consent calendar if it is:
1) An action that is merely the administrative execution of previous Council direction. The
Council direction and vote will be quoted in the Staff Report accompanying the item.
2) Contracts for which the subject or scope of work has been previously reviewed by the City
Council.
3) A contract for goods, general services, professional services, public works projects, dark fiber
licensing contracts or wholesale commodities, purchases, as outlined in the Purchasing
Ordinance, provided such contracts represent the customary and usual business of the
department as included in the Adopted Budget. Examples include routine maintenance
contracts, annual audit agreements software and hardware support agreements, janitorial
services, and copier agreements or postage machine agreements.
4) Designation of heritage trees.
5) Designation of historic building at the request of the property owner if there are no unusual
policy ramifications.
6) Approval of funding applications, such as grants or loans, provided that Council has
previously approved the general program or activity.
7) Items identified in the Municipal Code for placement on Consent. This includes, for
example, certain appeals of determinations of the Director of Planning and Development
Services.
8) Approval of minutes.
9) Referral of an item to a Standing Committee, Committee, Board, Commission, or Council
Appointed Officer.
10) Other similar matters as determined by the City Manager, in consultation with the Mayor.
(c) Items Unanimously Recommended for Approval by a Council Committee or Council-Appointed
Board or Commission, Unless Otherwise Recommended by the Committee/Commission, Mayor,
City Attorney or City Manager
Items recommended unanimously for approval by Council committees and Council-appointed
boards and commissions are generally placed on Consent, except as otherwise recommended by
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the Committee, Board or Commission, or the Mayor, City Manager or City Attorney, or as
required by law.
(d) Public Comment on Consent Agenda
Members of the public wishing to speak to items on the Consent Calendar shall be permitted to
speak prior to Council Member requests to remove an item or the vote to adopt the Consent
Calendar.
(e) No Discussion or Debate; Voting; Recusals; Speaking to a No Vote
There shall not be discussion or debate on any item on the Consent agenda. A Council member
who needs to recuse themself from a Consent item shall inform the Mayor and make any public
disclosure that is required. The Clerk shall record the recusal on the item.
Any Council member may request that his or her vote be recorded as a "no" on any item or items
on the Consent agenda. Any Consent item not receiving the number of “yes” votes required for the
item is not approved.
Council members may explain their "no" votes at the end of the Consent Agenda, with 3-minutes
permitted for non-appeal items and 5 minutes for appeal items for each Council member. Council
members may also submit statements in writing to the City Clerk before action is taken. The City
Clerk shall preserve and make available such written statements in a manner consistent with the
Brown Act and shall assure that the minutes of the meeting make reference to the existence and
location of such written statements.
(f) Council Requests to Remove Items from Consent Agenda
Three Council members may request that an item be removed from the Consent Agenda except
where otherwise required by the Municipal Code. Under the Municipal Code, four votes are
required to remove a second reading of an ordinance from the Consent Agenda.
Removed items will be heard either later in the meeting or agendized for a subsequent meeting,
depending upon the number of speakers, the anticipated length of the items that have been
officially scheduled for discussion on a particular evening, the availability of staff required to
support the discussion, and legally- required noticing procedures. The Mayor, in consultation with
the City Manager, will decide when any removed items will be heard.
Council members who intend to request to remove an item should strive to inform the City Manager’s
office no later than noon the Sunday before the meeting. This is so that the Manager can assess the
operational impacts of rescheduling a removed item to a later agenda and, if appropriate, can arrange
for appropriate staff to attend Council to support consideration of the item.
3.9 City Manager’s Comments
3.10 Action Items
3.11 Adjournment
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** *
SECTION 4 - PROCEDURES AT CITY COUNCIL MEETINGS
4.1 Council Motion and Voting Processes throughout the Agenda (exist. Procedures 2.4 U and V)
(a) Motions, Debate & Voting
Policy and Summary of Rules
It is the policy of the Council to follow simplified rules of parliamentary procedure for motions,
debate and voting as an alternative procedure to Robert’s Rules of Order. These rules focus on the
types of motions the Council can make and when those motions are properly used. See the
Summary Table below.
Purpose
The purpose of these rules to facilitate orderly and thorough discussion and debate of Council
business in order to create open respectful discussion and results that serve the public interest.
(b)Motions
A motion is a formal proposal by a Council member asking that the Council take a specified action. A
motion must receive a second before the Council can consider a matter. Motions may be provided to
the City Clerk in advance of the Council meeting so that the Clerk can efficiently post the motion on
the screen for the convenience of the community and Council members.
There are two types of motions; these are the “main” motion and any secondary motions. Only
one main motion can be considered at a time. The main motion is the first motion to be made and
receive a second. A secondary motion is described below which can be considered while a main
motion is pending.
4.2 Motion Procedures
(a) Main Motion Procedures
1) Get the Floor
A Council member should seek permission of the presiding officer before making a motion.
2) State the Motion
A motion is made by a Council member (the “maker”) stating his or her proposal. Longer
proposals can be written.
3) Second Required
Any other Council member (including the presiding officer) who supports the proposal (or
who simply wishes it to be considered) may “second” the motion without first being
recognized.
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4) Motion Transcribed
The Clerk shall transcribe the motion so that Council members, the public and staff can read
it.
5) Lack of a Second
If there is no second stated immediately, the presiding officer should ask whether there is a
second. If no Council Member seconds the motion the matter will not be considered.
6) Discussion
The maker shall be the first Council member recognized to speak on the motion if it receives
a second. The seconder shall be the second Council member to speak on the motion.
Generally Council members will speak only once with respect to a motion. If the presiding
officer or Council permits any Council member to speak more than once on a motion, all
Council members shall receive the same privilege.
7) Secondary Motions
Secondary motions may be made by a Council member upon getting the floor.
8) Action
After discussion is complete the Council will vote on the motion under consideration.
(b)Secondary Motion Procedures
Only one main motion may be entertained by Council at a time. The Council recognizes the following
secondary motions which may be considered while a main motion is pending. These motions shall
have precedence in the order listed below. This means that a secondary motion that is higher on the
list will be considered ahead of a pending secondary motion that is lower on the list:
The purpose of the allowed secondary motions is summarized in the following text and table.
1) Fix the time to which to adjourn
This motion sets a time for continuation of the meeting. It requires a second, is amendable
and is debatable only as to the time to which the meeting is adjourned.
2) Adjourn
This motion ends the meeting or adjourns it to another time. It requires a second and is not
debatable except to set the time to which the meeting is adjourned, if applicable. A motion to
adjourn shall be in order at any time, except as follows: (a) when repeated without
intervening business or discussion; (b) when made as an interruption of a member while
speaking; (c) when the previous question has been ordered; and (d) while a vote is being
taken.
3) Take a recess
This motion interrupts the meeting temporarily. It is amendable but is not debatable.
4) Raise a question of personal privilege
This motion allows a Council Member to address the Council on a question of personal
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privilege and shall be limited to cases in which the Council Member's integrity, character or
motives are questioned or when the welfare of the Council is concerned. The maker of the
motion may interrupt another speaker if the presiding officer recognizes the "privilege."
The motion does not require a second, is not amendable and is not debatable.
5) Lay on the table
This motion is used to interrupt business for more urgent business. A motion to lay on the
table requires a second, is not amendable and is not debatable. It shall preclude all
amendments or debate of the subject under consideration. If the motion prevails, and the
subject is tabled, the matter must be reagendized in the future if further consideration is to
be given to the matter.
6) Previous question
This motion “calls the question” by closing debate on the pending motion. A motion for
previous question requires a second, is not debatable and is not amendable. It applies to all
previous motions on the subject unless otherwise specified by the maker of the motion. If
motion for previous question fails, debate is reopened; if motion for previous question
passes, then vote on the pending motion. A motion for previous question requires a two-
thirds vote of those Council members present and voting.
7) Limit or extend debate
This motion limits or extends the time for the Council or any Council Member to debate a
motion. It requires a second, is amendable and is not debatable. The motion requires a
two-thirds vote of those Council members present and voting.
8) Continue to a certain time
This motion continues a matter to another, specified time. It requires a second, is amendable
and is debatable as to propriety of postponement and time set.
9) Refer to a city agency, body, committee, board, commission or officer
This motion sends a subject to another city agency, body, committee, board, commission or
officer for further study and report back to Council, at which time subject is fully debated.
It requires a second, is amendable, and is debatable only as to the propriety of referring.
The substance of the subject being referred shall not be discussed at the time the motion to
refer is made.
10) Amend or substitute
A motion to amend retains the original motion and modifies it in some way. A substitute
motion deletes the original motion and replaces it with a different motion. Both require a
second, are amendable, and are debatable only when the motion to which they appy is
debatable. A motion to amend an amendment is in order, but one to amend an amendment
to an amendment is not. An amendment modifying a motion is in order but an amendment
raising an independent question or one that is not germane to the main motion shall not be
in order. Amendments take precedence over the main motion and the motion to postpone
indefinitely.
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C. Motion Process Reference Chart
Motion Description 2nd
Required Debatable Amendable 2/3 Vote
Fix the time to
which to adjourn Sets a next date and time for
continuation of the meeting
YES Only as to time to which
the meeting is adjourned YES NO
Adjourn
Sets time to adjourn. Not in order if (a)
repeated without intervening business
(b) made as an interruption of a
member while speaking; (c) the
previous question has been ordered;
and (d) while a vote is being taken
YES
Only to set the time to
which the meeting is
adjourned NO NO
Take a recess Purpose is to interrupt the meeting YES NO YES NO
Raise a question of
privilege
Allows member to address Council on a
question of personal privilege limited to
Council welfare or cases where a
member’s personal integrity, character,
or motives are questioned.
NO NO NO NO
Lay on the table Interrupts business for more urgent
business
YES NO NO NO
Previous question
(close debate or
“call the question”)
Closes debate on pending motion YES NO NO YES
Limit or extend
limits of debate Purpose is to limit or extend debate YES NO YES YES
Motion to continue
to a certain time Continues the matter to another,
specified time
YES YES YES NO
Refer to committee
Sends subject to another city agency,
body, committee, board, commission or
officer for further study and report back
to council, at which time subject is fully
debated
YES
Only as to propriety of
referring, not substance
of referral
YES NO
Amend or substitute
Modifies (or reverses course of)
proposed action. Cannot raise
independent question. Can amend an
amendment, but no further
YES Only if underlying motion is
debatable YES NO
Motion to
Reconsider
Motion that can be made only during the
meeting or adjourned meeting in which
the action was taken YES YES NO NO
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4.3 Voting and Debate of Agenda Items
(a) Presiding officer to review motion
The presiding officer shall assure that all motions are clearly stated before allowing debate to
begin. The presiding officer and the maker of the motion should work with the City Clerk to clarify
the motion before allowing debate to begin. The presiding officer may review the motion prior to
voting.
(b) Presiding officer may debate and vote
The presiding officer may move, second and debate from the chair, subject only to such limitations of
debate as are by these rules imposed on all Council members. The presiding officer shall not be
deprived of any of the rights and privileges of a Council member.
(c) Division of question
If the question contains two or more divisible propositions, each of which is capable of standing as a
complete proposition if the others are removed, the presiding officer may, and upon request of a
Council member shall, divide the same. The presiding officer's determination shall be appealable
by any Council member.
(d) Withdrawal of motion
A motion may only be withdrawn by the maker with the consent of the Council Member
seconding it.
(e) Change of vote
Council members may change their votes before the next item on the agenda is called.
(f) Voting
On the passage of every motion, the vote shall be taken by voice or roll call or electronic voting device
and entered in full upon the record, except where state law requires a roll call vote
(g) Failure to vote
It is the responsibility of every Council member to vote unless the member is recused. No Council
member can be compelled to vote.
(h) Abstaining from vote
Council members should only abstain if they are not sufficiently informed about an item, e.g., when
there was a prior meeting on the topic and they were unable to view the prior meeting before the
current meeting. In the event of an abstention, or silence during a vote, the abstainer in effect,
"consents" that a majority of the quorum of the Council members present may act for him or her.
(i) Not participating
A Council member who is recused from an item due to a conflict of interest, common law bias, or other
legal prohibition shall make disclosures required by law, leave the dais if required, and not
participate in any way in the discussion or determination of the item. A Council member may
otherwise disqualify themself to avoid an appearance of impropriety.
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(j) Tie votes
Tie votes may be reconsidered during the time permitted by these rules on motion by any member
of the Council voting yes or no during the original vote. Before a motion is made on the next item
on the agenda, any member of the Council may make a motion to continue the matter to another
date. To the extent allowed by law, it is the Council’s intention that any continuance hereunder
shall suspend the running of any time in which action of the Council is required by law. Nothing
herein shall be construed to prevent any Council member from recommending the agendizing of a
matter that resulted in a tie vote for a subsequent meeting.
(k) Motion to reconsider
A motion to reconsider any action taken by the Council may be made only during the meeting or
adjourned meeting when the action was taken. A motion to reconsider requires a second, is
debatable and is not amendable. The motion must be made by one of the prevailing
side of an issue but may be seconded by any Council member. A motion to reconsider may be
made at any time and shall have precedence over all other motions, or while a Council member has
the floor, providing that no vested rights are impaired. The purpose of reconsideration is to bring
back the matter for review. If a motion to reconsider fails, it may not itself be reconsidered.
Reconsideration may be moved only once on the same motion. However, a Council member may
make a motion to rescind such action at a subsequent meeting of the Council, provided an
appropriate item is on the published agenda.
(l) Appeal from the decision of presiding officer
When the rules are silent, the presiding officer shall decide all questions of order, subject to
appeal by a Council member. When in doubt, the presiding officer may submit the question to
the Council, in which case a majority vote shall prevail. Any decision or ruling of the presiding
officer may be appealed by request of any member. The presiding officer shall call for a roll call or
electronic voting device vote to determine if the presiding officer's ruling shall be upheld. If said
vote passes or results in a tie vote, the presiding officer's ruling shall stand. If said vote fails, the
decision or ruling of the presiding officer is reversed.
(m)Getting the floor; improper references to be avoided
Every Council member desiring to speak shall address the presiding officer and, upon recognition by
the presiding officer, every Council member shall be confined to the question under debate, avoiding
all indecorous language and personal attacks.
(n) Interruptions
Except for being called to order, a Council member once recognized, shall not be interrupted
when speaking, except as otherwise provided for in these rules. A Council member called to order
while speaking shall cease speaking until the question or order is determined, and, if in order, said
Council member shall be permitted to proceed.
(o) Council Member Speaking Time
The presiding officer shall give each Council member up to five (5) minutes to speak in each round
of discussion during discussions on Council items where discussion takes place. The Council shall
be guided by the speaking times set by the presiding officer and shall conclude comments at the
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direction of the presiding officer . The presiding officer shall endeavor to treat all members
equitably.
4.4 Quasi-Judicial Matters
(a) Quasi-Judicial Matters
It is the policy of the Council to assure that the due process rights of all persons are protected during
City hearings. A “quasi-judicial” hearing is a hearing that requires a higher level of procedural due
process because of the potential impact on life, liberty or property. Usually, quasi-judicial hearings
involve consideration of an application to develop real property. The City, including Council and
associated Boards and Commissions, reaches a determination by applying standards and
requirements in existing law to the facts and evidence submitted in the hearing. Findings must be
stated to explain the evidentiary basis for Council’s final decision.
Purpose
These rules are intended to assure that City Council decision making on quasi-judicial matters is
based upon facts and evidence known to all parties and to support the role of Boards and
Commissions in making independent recommendations to Council.
General Requirements
1) Quasi-Judicial Proceedings Defined
Quasi-judicial proceedings subject to these procedural rules include hearings involving the
following matters:
(A) Conditional Use Permits
(B) Variances
(C) Home Improvement Exceptions
(D) Design Enhancement Exceptions
(E) Subdivisions, other than final map approvals
(F) Architectural Review
(G) Other Matters as Determined by the City Attorney
2) Restrictions on Council Communications Outside of Quasi-Judicial Hearings
It is the policy of the Council to discourage the gathering and submission of information by
Council members outside of any noticed public meeting, prior to final recommendations
by the Architectural Review Board or Planning & Transportation Commission. The
following procedural guidelines are intended to implement this policy but shall not be
construed to create any remedy or right of action.
3) Identification of Quasi-Judicial Matters
The City Attorney, in conjunction with the City Clerk and City Manager, will identify agenda
items involving quasi-judicial matters on both the tentative and regular Council agendas.
This identification is intended to inform the Council, interested parties, and the public that
this policy will apply to the matter.
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4) Council to Track Contacts
Council members should track contacts with any person or entity pertaining to quasi-judicial
matters. Contacts include conversations, meetings, site visits, mailings, or presentations
during which substantial factual information about the item is gathered by or submitted to
the Council Member.
5) Disclosure
When a quasi-judicial matter is agendized at Council, Council members will disclose on the
record any contacts they have had outside of a noticed meeting, identify any new or
different information they have received, and note information that may influence their
preliminary views or opinions about the item. Disclosures may be oral or written and should
explain the substance of the contact so that the project applicant, other Council members,
interested parties, and the public will have an opportunity to learn of the factors
influencing the Council's decision and have an opportunity to controvert or rebut any such
factor during the hearing. Disclosure alone will not be deemed sufficient basis for a request
to continue the item. A contact or the disclosure of a contact shall not be deemed grounds for
disqualification of a Council Member from participation in a quasi-judicial matter unless the
Council Member, in consultation with the City Attorney, determines that the nature of the
contact is such that it is not possible for the Council Member to reach an impartial decision
on the item.
6) No Contacts after Hearings
Following closure of a quasi-judicial hearing, and prior to a final decision, Council
Members will refrain from any contacts pertaining to the item, other than clarifying questions
directed to City staff.
7) Written Findings Required
On any matter for which state law or City ordinance requires the preparation of written
findings, the staff report and other materials submitted on the matter will contain findings
proposed for adoption by the Council. Any motion directly or impliedly rejecting the proposed
findings must include a statement of alternative or modified findings or a direction that the
matter under consideration be continued for a reasonable period of time in order for staff
to prepare a new set of proposed findings consistent with the evidence which has been
presented and the decision which is anticipated.
8) Rules of Evidence
Council hearings need not be conducted according to formal rules of evidence. Any
relevant evidence may be considered if it is the sort of evidence upon which responsible
persons rely in the conduct of serious affairs. The presiding officer may exclude
irrelevant or redundant testimony and may make such other rulings as may be necessary
for the orderly conduct of the proceedings while ensuring basic fairness and full consideration
of the issues involved. Evidentiary objections shall be deemed waived unless made in a
timely fashion before the Council.
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9) Council Members Who are Absent During Part of a Hearing
A Council member who is absent from any portion of a hearing conducted by the Council
may vote on the matter provided that he or she has watched the video record of the entire
portion of the hearing from which he or she was absent and if she or he has examined all of
the exhibits presented during the portion of the hearing from which he or she was absent.
Council members who were absent should state for the record that they have reviewed the
proceedings and materials.
(b) Presenting at Quasi-Judicial Hearings
In the case of a quasi-judicial hearing, single applicants and appellants shall be given 10 minutes for
their opening presentation and 3 minutes for rebuttal before the hearing is closed. In the case of a
quasi-judicial hearing for which there are two or more appellants, the time allowed for presentation
and rebuttal shall be divided among all appellants, and the total time allowed for all appellants shall
be a total of twenty minutes for the opening presentation and six minutes for rebuttal before the
hearing is closed; however, each individual appellant shall be given a minimum of 5 minutes for
presentation and 3 minutes for rebuttal. In the event a request is made and the need for additional
time is clearly established, the Presiding Officer shall independently, or may upon advice of the
City Attorney, grant sufficient additional time to allow an adequate presentation by the applicant or
appellant.
(c) Submittal of Materials Directly to Council
If Council Members receive materials related to a quasi-judicial agenda item they should notify
the City Clerk and the City Manager as soon as possible so that the materials can be placed in the
official record and distributed to all Council members, parties to the proceeding, staff and the
public.
** *
SECTION 5 - HOW THE PUBLIC ENGAGES WITH THE CITY COUNCIL
5.1 Public Participation During City Council Meetings
Overview
The Council welcomes members of the public to participate in meetings through public comment
opportunities. It is the policy of the Council to assure that members of the public have the
opportunity to speak to any regular or special meeting agenda item before final action. These
rules are intended to enhance public participation and Council debate so that the best possible
decisions can be made for Palo Alto. Palo Alto has a long and proud tradition of open government
and civil, intelligent public discourse. Open government meetings must allow everyone to be
heard without fear of cheers or jeers. For these reasons, the Council takes these rules seriously.
Disruptive or unruly behavior in violation of the law can result in removal from the Council
meeting and/or arrest and prosecution.
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(a) Access to Meetings
1) In-Person and Remote Participation
Council meetings are available in person in the Council Chambers and through an online
meeting platform. Members of the public are welcome to attend the meeting in person or
to join the online meeting platform.
2) Translators
Speakers may bring a translator as needed and will be allotted additional time, as
appropriate.
3) ADA Access
Palo Alto makes every reasonable effort to accommodate the needs of the disabled consistent
with law. Any provision of these rules may be modified if needed to provide reasonable
accommodation. Persons needing assistance should contact: the City Clerk, City of Palo Alto, 650-
329-2571 (voice) or email at City.Clerk@cityofpaloalto.orgCity.Clerk@cityofpaloalto.org.
4) If found feasible by staff, members of the public may be given the opportunity to activate
their personal video during their public comments.
(b) Summary of Rules for Public Participation
Every regular Council agenda has two different kinds of opportunities for the public to speak. The
first is during General Public Comment. The second is during the public comment or public hearing
portion of each agenda item.
1) General Public Comment
This part of the meeting is provided so that the public can speak to any subject that is in the
Council’s jurisdiction, when there is no item listed on the agenda on that topic. The Council
limits the total time to up to 30 minutes per meeting for General Public Comment. State law
does not permit the Council to act on or discuss an item raised at that meeting in General
Public Comment. Council members shall not enter into debate with speakers, but Council
members may ask brief clarifying questions and may ask City staff to follow up on any
concerns raised.
2) Public comment or public hearing portion of each agenda Item
The Brown Act requires the opportunity for public comment on all listed agenda items,
except ceremonial items, procedural items (Agenda Changes and Deletions) and brief
announcements (City Manager Comments and Council Member Questions, Comments and
Announcements). Public comments or testimony must be related to the matter under
consideration.
(c) Time Limits
1) Individual Speakers
The presiding officer may announce the time that each speaker may use. The Council
generally allows 3 minutes per speaker, but a shorter time may be designated when there
are many speakers, numerous items on the agenda, or items anticipated to be lengthy. For
example, if there are fewer than 10 speakers, the presiding officer may allow speakers 3
Commented [GC2]: City Council discussed on
February 5, 2024 and provided next steps. Language
to be updated to reflect Council motion.
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minutes to speak. Or if there are more than 10 speakers, then the presiding officer may
choose to reduce the time for each speaker.
2) Spokesperson for a Group
When a group of people wishes to address the Council on the same subject matter, they
may designate a spokesperson to address the Council. Spokespersons are subject to the
same time limits as other speakers, except that spokespersons who are representing a
group of five or more people who have requested to speak and are verified as present in
the Council Chambers or online will be allowed 10 minutes and will, to the extent practical,
be called upon ahead of individual speakers. If the presiding officer reduces the speaking
time for individual speakers, the total speaking time for a spokesperson will also be reduced
as determined by the presiding officer.
(d) Gaining Permission to Speak
Any person who wants to make a spoken public comment on an item on the Council agenda can
do so if they are attending either in person or virtually. If attending in person, members of the
public should fill out a speaker card and hand it in to the City Clerk prior to the end of the staff
presentation. Members of the public participating virtually should use the “raise hand” function
in the online meeting platform, or if participating via phone, hit *9 to notify the Clerk that they
wish to speak. The Clerk will provide the names of the speakers to the Mayor or Vice Mayor so that
the speakers can be identified and organized in an orderly way.
The presiding officer will endeavor to identify in advance the time when public comment cards will
no longer be accepted.
(e) Public Decorum During Meeting
The presiding officer at Council meetings (usually the Mayor or Vice-Mayor) is authorized and
required to “preserve strict order and decorum.” (PAMC section 2.04.080(b).) This is important in
order to assure a fair opportunity for everyone to participate in an open and civil setting.
1) No person, other than a Council member and the person having the floor, shall be
permitted to speak without the permission of the presiding officer.
2) All remarks should be addressed to the Council as a body and not to any individual
member or staff person.
3) No person, besides staff or the Council, shall enter the staff area of the Council dais without
the permission of the presiding officer or appropriate Council Appointed Officer.
4) The Palo Alto Municipal Code makes it unlawful for any person to: (1) Disrupt the conduct
of a meeting; (2) Make threats against any person or against public order and security
while in the Council Chambers; (3) Use the Council Chambers during meetings for any
purpose other than participation in or observation of City Council Meetings.
Any Council Member may appeal the presiding officer’s decision on a decorum violation to the full Council.
Decorum violations are a misdemeanor and may lead to a person being removed from the Council
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meeting. (PAMC sections 2.04.120, 2.04.150.)
(f) Record of Speakers
1) Persons wishing to address the Council within the meeting room, shall use the microphone
provided for the public. All public speakers, whether in person or virtual participants shall
speak in a recordable tone, either personally or with assistance, if necessary.
2) Speakers are requested to state their name but cannot be compelled to do so as a
condition of addressing the Council.
(g) End of Public Comment After a Council Motion
Following the time for public input and once the matter is returned to the Council no person shall
address the Council without first securing the permission of the presiding officer to do so, subject to
approval of the City Attorney with respect to any hearing required by law.
** *
SECTION 6 - CITY COUNCIL QUESTIONS ON AGENDA-RELATED ITEMS
In order to facilitate open government, all Council Members should make decisions with the same
information from Staff on agendized or soon-to-be agendized items (i.e., items on the tentative agenda or
in a Council Committee). The Council adopted protocols provide a framework for the policy on e-mail
communications between Council members and staff on agenda-related items, including the following:
6.1 Submit Questions on Council Agenda Items Ahead of the Meeting
In order to focus the Council meetings on consideration of policy issues and to maintain an open
forum for public discussion, questions which focus on the policy aspects of agenda items should be
discussed at the Council meeting rather than in one-on-one communications with staff prior to the
meetings. Any clarifications or technical questions that can be readily answered can be handled
before the meeting. Council members are encouraged to submit their questions on agenda items to
the City Manager or other appropriate Council Appointed Officer by 5:00 p.m. the Wednesday prior to
the meeting so staff can be prepared to respond before or at the Council meeting. If a staff report is
incomplete by 5:00 p.m. Thursday, there will be an extension to submit Council questions until 5:00
p.m. Friday. Council members are strongly discouraged from asking questions already addressed in
the staff report.
6.2 City Council emails for Agenda-Related Items Procedure
(a)Council members should direct any questions on staff reports and agenda items only to the City
Manager or designee. Questions on reports from the City Auditor, City Attorney, or City Clerk
should be directed to the appropriate Council Appointed Officer.
(b)Council members should submit questions on agenda items no later than 5 p.m. on the
Wednesday prior to the Council meeting at which the item will be discussed. Staff will make best
reasonable efforts to post written responses to timely-submitted questions by Thursday 5 p.m.
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Any questions received after 5 p.m. on the Wednesday before the meeting may be responded to
via e-mail, or alternatively, will be responded to at the Council meeting.
(c)Staff will not engage in “dialogues” with individual Council members regarding questions;
however, follow-up questions to initial questions will be responded to at the Council meeting.
(d)Staff will give highest priority to responding prior to the Council meeting via e-mail only on items on
the Consent Agenda. Questions which address the policy aspects of the item on the Council
agenda will not be responded to prior to the meeting, although Staff welcomes such questions in
advance of the meeting in order to prepare for the Council and public discussion. Technical and
clarifying questions on non-Consent Calendar items will be responded to as time permits.
(e)If the staff will be responding to a Council members Consent Agenda question at the meeting
rather responding to the question via e-mail, Staff will inform the Council member as early as
possible after receipt of the question(s).
(f)Questions and all staff-prepared responses will be forwarded to all Council members as well as
posted online for public review of Council agenda questions and staff responses. Staff will include
the name of the Council member posing the questions in the “subject” field of the e-mail
response.
(g)Copies of all Council member agenda questions and staff responses will be emailed to the Council
p and posted publicly on the meeting agenda. If staff responses are not released until the meeting
date, they will be provided in printed form at the dais.
** *
SECTION 7 – COUNCIL VALUES AND ANNUAL COUNCIL PRIORITIES
(a) Council Values
In November 2022, the Council adopted a set of values as described here:
The Palo Alto City Council holds these values to help guide decisions that:
1) Balance revenues and expenses, now and in the future.
2) Are environmentally sustainable.
3) Integrate equity into our decisions, considering how decisions affect people differently
based on their identity or circumstances.
4) Make decisions that create a healthy, safe and welcoming community for all.
5) Safeguard public trust through transparent practices and open communication.
6) Embrace innovation.
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(b) Annual Council Priorities
Priorities Background and Definition
The City Council adopted its first Council priorities in 1986. Each year the City Council reviews its
priorities at its Annual Council Retreat. On October 1, 2012 the City Council formally adopted the
definition of a Council priority, and the Council’s process and guidelines for selection of priorities.
There is a goal of no more than three to four priorities per year and priorities generally have a two-
to three-year time limit. Council can identify two to three specific objectives within a priority.
A Council priority is defined as a topic that will receive particular, unusual and significant attention
during the year. This varies from a Council value which is defined as an enduring goal and
intention to guide the work of the City Council. The values (shared above) allow the City Council
to maintain these enduring intentions while also selecting annual priorities that reflect shorter-
term projects and goals.
Purpose
The establishment of Council priorities will assist the Council and staff to better allot and utilize
time for discussion and decision making.
Process
In advance of the annual Council Retreat, staff will solicit input from the City Council on the
priorities to be reviewed and considered for the following year.
1) Council members may submit up to three priorities.
2) Priorities should be submitted no later than December 1.
3) As applicable, the City Manager will contact newly elected officials for their input by
December 1.
4)The City Manager and the City Clerk will solicit for the public to share proposed priorities
prior to the Council retreat. The Policy and Services Committee shall recommend to the
Council which suggestions if any shall be considered at the City Council retreat.
5) Staff will collect and organize the recommended priorities into a list for Council
consideration and provide to Council in the packet for the City Council retreat.
6) If needed, the Policy and Services Committee, each year at its December meeting, shall
make recommendations about the process that will be used at the Annual Retreat paying
particular attention to the number of priorities suggested by Council members. The
recommended process is to be forwarded to Council for adoption in advance of the Council
retreat.
** *
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SECTION 8 - PROCEDURES AND PROTOCOLS REVIEW AND ENFORCEMENT
8.1 Commit to Annual Review of Important Procedural Issues
Once each legislative year, the Council will review the Procedures and Protocols Handbook. The
Council will not politicize these procedural issues.
8.2 Enforcement
Council members have the primary responsibility to assure that these protocols are understood and
followed, so that the public can continue to have full confidence in the integrity of government. As an
expression of the standards of conduct expected by the City for Council members, the protocols are
intended to be self-enforcing. They therefore become most effective when members are thoroughly
familiar with them and embrace their provisions. For this reason, Council members entering office shall
sign a statement affirming they have read and understood the Council protocols. In addition, the
protocols shall be annually reviewed by the Policy and Services Committee and updated as necessary.
Under circumstances where Council members believe that actions by another Council member are
inconsistent with this Handbook and require formal review and potentially action, a public discussion
and censure are available steps for review and enforcement.
8.1. Annual Review and Update of the Handbook
Once each legislative year, the Policy and Services Committee shall initiate a review and update of the Procedures
and Protocols Handbook and may make recommendations to Council. Council will review the Handbook and the
recommendations of Policy and Services and approve updates as appropriate.
The Council will not politicize these procedural issues.
8.2. Commitment to Follow the Procedures and Protocols Handbook
Councilmembers have the primary responsibility to assure that these procedures and protocols are understood
and followed, so that the public can continue to have full confidence in the integrity of government. As an
expression of the standards of conduct expected by the Council for Councilmembers, the procedures and
protocols are intended to be self-enforcing. They are most effective when members are thoroughly familiar with
them and embrace their provisions. For this reason, Councilmembers entering office shall sign a statement
affirming they have read and understood the Council procedures and protocols.
8.3 Procedures for Enforcement
When a concern arises regarding a Councilmember’s conduct, the concerned Councilmember or members are
encouraged, where possible, to raise and attempt to resolve the concern at the lowest possible level, such as
through one-on-one direct conversations (consistent with the Brown Act) or through the Mayor.
Under circumstances where Councilmembers believe that actions by another Councilmember are
inconsistent with ,
and that those actions require formal review and potential Council response, a public discussion and potential
Commented [GC3]: This is the proposed language
recommended by Policy and Services Committee in
October 2023. (2-1 vote).
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disciplinary action are available steps for review and enforcement. The following enforcement procedures are
intended for serious or ongoing concerns that are not amenable to resolution through informal means.
(a)Purpose. This policy provides the mechanism by which the City Council may adopt a resolution of
censure or take other disciplinary action expressing the Council's disapproval of the conduct of a
Council member if the Council finds, subject to the procedures set forth herein, that a Council
member's conduct violates federal, state or local law, this Handbook, or any other document
adopted by the Council.
(b)Types of Disciplinary Actions. This section refers to the following types of disciplinary actions:
(1)Admonition. An admonition is a warning or reminder. Council may direct an admonition
to any or all members of the City Council, reminding them that a particular type of
behavior is in violation of law or City policy, and that if it occurs or recurs, could make a
member subject to a reprimand or censure. An admonition does not necessarily require
an investigation or separate hearings to determine whether an allegation is true.
However, while an admonition may be issued by the City Council prior to a formal
investigation or any findings of fact regarding allegations, a significant factual basis should
exist before issuing an admonition. In general, Council will provide its members with an
opportunity to respond to the alleged violation before taking any action, including issuing
an admonition.
(2)Informal Reprimand and Direction to Correct. An informal reprimand is a reprimand
directed to a Councilmember or members based on a particular action or set of actions
that the Council determines violates law or City policy but is considered to be not
sufficiently serious to require formal censure. The Council may include direction to the
subject Councilmember or members to correct the particular behavior or the result of the
behavior that violated law or City policy.
(3)Resolution of Censure. Censure is a formal statement of disapproval expressed through a
resolution. Censure is the strongest sanction available to Council, and is typically reserved
for serious or recurring conduct, such as conduct that has substantially disrupted Council’s
work, brought approbation on the City, or damaged public trust in City government. A
resolution of censure may include the imposition of sanctions against the Councilmember,
as allowed by law. Such sanctions may include, for example, removal from a committee or
restrictions on City-related travel privileges.
(c)Procedures. The following procedures are intended to guide Council to reach accurate and appropriate
conclusions in an expeditious manner, while providing fairness and transparency for all
Councilmembers and the public. Council will endeavor to adhere to these procedures, except where
extraordinary circumstances require alternative steps be taken. In all cases, an opportunity to be heard
will be afforded to any Councilmember who may be subject to informal reprimand or censure.
(1)Should two or more Councilmembers believe that actions by a Councilmember are
inconsistent with federal, state or local law, this Handbook, or any other document
adopted by the Council, those Councilmembers may use a Colleagues Memo to schedule
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public discussion of the matter at an upcoming City Council meeting. A Colleagues Memo may
initiate a discussion of Councilmember conduct and Council expectations, may propose that
Council protocols be clarified or a new protocol be included in this Handbook, or may propose
initiation of disciplinary action. Proposed disciplinary actions may include admonition,
informal reprimand, direction to correct, and/or censure.
(2)If a Colleagues Memo proposes discipline of a Councilmember, the Memo must contain the
specific charges on which the proposed discipline is based. Completed Council Colleagues
Memos shall be provided to the City Clerk’s staff by noon on the Thursday 11 days prior to the
Council meeting that the memo is intended to be agendized, to provide time for the City Clerk
to process for the Council packet. The City Clerk will provide a copy of the Colleagues Memo
to the Councilmember who is the subject of the memo no later than the Thursday 11 days
prior to the meeting at which the memo is agendized.
(3)The Councilmember who is the subject of the proposed disciplinary action may address the
matter in writing or at the Council meeting or both. If the Councilmember submits written
materials, those must be published in a supplemental packet, no later than 72 hours before
the meeting.
(4)During the Council meeting at which the Colleagues Memo is agendized, the Council will
decide, by majority vote, whether:
(i)A formal disciplinary hearing should be agendized for a future City Council
meeting;
(ii)Further investigation of the allegations is required;
(iii)Further investigation is not warranted and an admonition should be
issued;
(iv)Council’s procedures and protocols should be clarified or a new procedure or
protocol should be introduced; or
(v)No further action is necessary.
(5)If the Council determines that further investigation is required, the Mayor (or the Vice Mayor if
the Mayor is the subject of the proposed disciplinary action) may designate an ad hoc
committee to conduct the investigation. The Council or the ad hoc committee may select an
independent investigator to assist in conducting the investigation. The independent
investigator would be managed by the ad hoc committee or other official designated by
Council. The ad hoc committee shall review the findings of the investigation and arrive at a
recommendation to Council. The ad hoc committee should proceed as promptly as reasonably
possible.
(6)Upon receipt of the report of the ad hoc committee, the City Clerk shall place the matter
on the Council's next agenda in order for the Council to receive the committee report and
determine appropriate next steps. If the Council decides to set the matter for censure
hearing, it shall schedule the hearing as soon as possible but no sooner than three weeks
after its determination to hear the matter. Council shall give due consideration to
requests from the subject Councilmember for additional time to prepare. The Council
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shall not schedule the matter during any previously scheduled excused absence of the
subject Councilmember.
(7)The Mayor (or the Vice Mayor if the Mayor is the subject of the proposed disciplinary action)
will designate a Councilmember responsible for preparing and submitting to the City Clerk a
censure resolution and supporting materials. Final materials shall be submitted to the Clerk by
noon on the Thursday 11 days prior to the Council meeting that the hearing is intended to be
agendized, to provide time for the City Clerk to process the materials for the Council packet.
The Councilmember assigned to prepare the materials will submit the draft resolution and
supporting materials to the City Attorney’s Office no later than the Thursday 18 days before
the hearing, to give the City Attorney’s Office adequate time to review the materials before
publication. The City Clerk shall deliver written notice of the hearing, along with the
report, proposed resolution, and supporting materials, to the Councilmember subject to
the censure by close of business on the Thursday 11 days prior to the Council meeting for
which the hearing is agendized.
(8)The Councilmember who is the subject of the proposed disciplinary action may address the
matter in writing or at the hearing or both. If the Councilmember submits written materials,
those must be submitted in time to be published in a supplemental packet no later than 72
hours before the hearing.
(9)At the disciplinary hearing, the Councilmember who is the subject of the request for
disciplinary action shall have the opportunity to rebut the allegations in the censure
resolution and to question any known complainants or witnesses if they agree to be
questioned. The member subject to the charges may be represented and may have the
representative speak or ask questions on their behalf. The questioning or cross-questioning
of witnesses may be reasonably limited by the Mayor (or Vice Mayor if the Mayor is the
subject of the proposed disciplinary action). Testimony shall be taken only from witnesses
having direct knowledge of facts or circumstances relevant to the specific charges under
consideration. However, the rules of evidence and judicial procedure applicable in courts
of law shall not be apply to this hearing, and the procedures shall be generally informal.
(d)Disciplinary Action. If, at the close of the hearing, a majority of the City Council finds that the
subject member's conduct violates federal, state or local law, this Handbook, or any other
document adopted by the Council, the Council may take one or more of the following actions:
(1)Issue an Admonition. An admonition may be directed to any or all members of the City
Council, reminding them that a particular type of behavior is in violation of law or City
policy.
(2)Issue an Informal Reprimand with possible Direction to Correct. An informal reprimand
may be issued to a Councilmember or members based on a particular action or set of
actions that the Council determines violates law or City policy but is considered to be not
sufficiently serious to require formal censure. The Council may include direction to the
subject Councilmember or members to correct the particular behavior or the result of the
behavior that violated law or City policy.
(3)Adopt a Formal Resolution of Censure, with or without additional sanctions. The City
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Council may adopt a resolution of censure based on clear and convincing facts supporting
the allegations of misconduct giving rise to the censure. A resolution of censure may
include the imposition of sanctions against the Councilmember as a majority of the City
Council deems appropriate, as allowed by law. Such sanctions may include, for example,
removal from a committee and/or restrictions on City-related travel privileges.
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PART II: CITY COUNCIL PROTOCOLS
The citizens, businesses and organizations of the city are entitled to have fair, ethical and accountable
local government, which has earned the public’s full confidence for integrity. To this end, the City Council
has adopted Council Protocols and this Code of Ethics for members of the City Council to assure public
confidence in the integrity of local government and its effective and fair operation.
SECTION 1 – CITY COUNCIL CONDUCT
1.1 Positive Work Place Environment
Members shall support the maintenance of a positive and constructive work place environment for
City employees and for citizens and businesses dealing with the City. Members shall recognize their
special role in dealings with City employees to in no way create the perception of inappropriate
direction to staff.
1.2 Comply with Law
Members shall comply with the laws of the nation, the State of California and the City in the
performance of their public duties. These laws include but are not limited to: the United States and
California constitutions, the city Charter, laws pertaining to conflicts of interest, election campaigns,
financial disclosures, employer responsibilities and open processes of governments and City ordinances
and policies.
(a) Respect for Process
Members shall perform their duties in accordance with the processes and rules of order established
by the City Council governing the deliberation of public policy issues, meaningful involvement of the
public and implementation of policy decisions of the City Council by City staff.
1.3 City Council Core Responsibilities (exist. Protocol Sec. 1)
All members of the City Council, including those serving as Mayor and Vice Mayor, have equal votes.
No Council Member has more power than any other Council Member, and all should be treated with
equal respect.
(a) All Council Members:
1) Demonstrate honesty and integrity in every action and statement
2) Comply with both the letter and spirit of the laws and policies affecting the operation of
government.
3) Serve as a model of leadership and civility to the community
4) Inspire public confidence in Palo Alto government
5) Work for the common good, not personal interest
6) Prepare in advance of Council meetings and be familiar with issues on the agenda
7) Fully participate in City Council meetings and other public forums while demonstrating
respect, kindness, consideration, and courtesy to others
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8) Do not politicize procedural matters such as minutes approval or agenda order for strategic
purposes
9) Participate in scheduled activities to increase Council effectiveness
10) Review Council procedures, such as these Council Protocols, at least annually
11) Represent the City at ceremonial functions at the request of the Mayor
12) Be responsible for the highest standards of respect, civility and honesty in ensuring the
effective maintenance of intergovernmental relations
13) Respect the proper roles of elected officials and City staff in ensuring open and effective
government
14) Provide contact information to the City Clerk in case an emergency or urgent situation
arises while the Council Member is out of town
1.4 General Member Conduct
Councils are composed of individuals with a wide variety of backgrounds, personalities, values,
opinions, and goals. Despite this diversity, all have chosen to serve in public office in order to improve
the quality of life in the community. In all cases, this common goal should be acknowledged even as
Council may "agree to disagree" on contentious issues.
(a) Conduct of Members
The professional and personal conduct of members must be above reproach and avoid even the
appearance of impropriety. Members shall refrain from abusive conduct, personal charges or verbal
attacks upon the character or motives of other members of the Council, boards and commissions,
the staff or the public. Rude and unprofessional behavior are also unacceptable. Council members
are expected to share factual information during meetings and within the public domain and
Council members should refrain from repeating false and misleading information.
(b)In Public Meetings
1) Use Formal Titles
The Council should refer to one another formally during Council meetings as Mayor, Vice
Mayor or Council Member followed by the individual’s last name.
2) Practice Civility and Decorum in Discussions and Debate
Difficult questions, tough challenges to a particular point of view, and criticism of ideas and
information are legitimate elements of a free democracy in action. Be respectful of diverse
opinions.
3) Honor the Role of the Presiding Officer in Maintaining Order and Equity
Respect the Chair's efforts to focus discussion on current agenda items. Objections to the
Chair's actions should be voiced politely and with reason, following the parliamentary
procedures outlined in the City Council Procedural Rules.
4) Demonstrate Effective Problem-Solving Approaches
Council members have a public stage to show how individuals with disparate points of view
can find common ground and seek a compromise that benefits the community as a whole.
Council members are role models for residents, businesspeople and other stakeholders
involved in public debate.
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5) Be Respectful of Other People's Time
Stay focused and act efficiently during public meetings.
(c) In Private Encounters
1) Treat Others as You Would Like to be Treated
Ask yourself how you would like to be treated in similar circumstances, and then treat the
other person that way.
1.5 Decisions Based on Merit
Members shall base their decisions on the merits and substance of the matter at hand, rather than on
unrelated considerations.
1.6 Advocacy
(a) Representation of Private Interests
In keeping with their role as stewards of the public interest, members of Council shall not appear on
behalf of the private interests of third parties before the Council or any other board, commission or
proceeding of the City, nor shall members of boards and commissions appear before their own
bodies or before the Council on behalf of the private interests of third parties on matters related to
the areas of service of their bodies.
(b) Advocacy
Members shall represent the official policies or positions of the City Council, board or commission
to the best of their ability when designated as delegates for this purpose. When presenting their
individual opinions and positions, members shall explicitly state they do not represent their body or
the City, nor will they allow the inference that they do.
(c) Council Voting Delegate Authority at Conferences / Annual Meetings
The Council may authorize a Council member to act as the voting delegate at conferences or
meetings of other bodies, including, but not limited to, the League of California Cities annual
conference, National League of Cities conference, and the Association of Bay Area Governments
(ABAG) annual meeting. Prior to the conference / meeting, the Council may provide the voting
delegate with specific direction on proposed resolutions and other matters. When provided specific
direction, the voting delegate’s authority is limited to matters on which the Council has directed the
delegate to vote. In the absence of explicit direction, when the Council member is aware of a prior
position the Council has taken, the Council member will adopt that position.
(d) Be Cautious in Representing City Positions on Issues
Before sending correspondence related to a legislative position, check with City staff to see if a
position has already been determined. When corresponding with representatives of other
governments or constituents remember to indicate, if appropriate, that the views you state are
your own and may not represent those of the full Council.
As a Council member, it is important to remember to indicate when the views you state are your
own versus views which represent those of the full Council. This is relevant whether sending
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correspondence related to a legislative position or corresponding with constituents or
representatives of other governmental agencies or organizations.
Council Members appointed to regional boards, commissions, or agencies shall stay informed of
any positions adopted by Council relevant to the jurisdiction of the Board and shall consider such
positions along with other pertinent information in carrying out their duties on the regional body.
In the case where a Council member is speaking publicly on an issue on which Council has taken a
position, and that Council member also serves on a regional body that has also taken a position, ,
the Council member should clearly state whether they are speaking on behalf of the City or the
regional body.
(e) Use of City Letterhead
Official Mayor/City Council letterhead should only be used for correspondence signed by the Mayor
or City Council members when specifically directed by the Council or consistent with prior City
Council direction. This applies to the use of any stationery that could be interpreted as official
letterhead.
1.7 Council Conduct with City Staff
Governance of a City relies on the cooperative efforts of elected officials, who set policy, and City staff,
which analyze problems and issues, make recommendations, and implement and administer the
Council’s policies. Therefore, every effort should be made to be cooperative and show mutual respect
for the contributions made by each individual for the good of the community.
(a) Treat All Staff as Professionals
Clear, honest communication that respects the abilities, experience, and dignity of each individual
is expected. As with your Council colleagues, practice civility and decorum in all interactions with
City staff.
(b) Channel Communications through the Appropriate Senior City Staff
Questions of City staff should be directed only to the City Manager, Assistant City Manager, City
Attorney, City Clerk, Assistant City Clerk, City Auditor, Senior Assistant City Attorneys, or
Department Heads. The Office of the City Manager should be copied on any request to Department
Heads. Council members should not set up meetings with department staff directly, but work
through Department Heads, who will attend any meetings with Council members. When in doubt
about what staff contact is appropriate, Council members should ask the City Manager for
direction. However, nothing in these protocols is intended to hinder the access Council-appointed
liaisons (e.g. to the San Francisquito JPA or NCPA) may require in order to fulfill their unique
responsibilities.
(c) In order to Facilitate Open Government, All Council Members Should Make Decisions with the
Same information from Staff on Agendized or Soon- to be- Agendized Items (Items on the Tentative
Agenda or in a Council Committee)
(d)Never Publicly Criticize an Individual Employee, Including Council Appointed Officers.
Criticism is differentiated from questioning Facts or the opinion of staff. All critical comments about
staff performance should only be made to the City Manager through private correspondence or
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conversation. Comments about staff in the office of the City Attorney, City Auditor or City Clerk
should be made directly to these CAOs through private correspondence or conversation.
(e) Do Not Attend Staff Meetings Unless Requested by Staff
Even if the Council member does not say anything, the Council member’s presence may imply
support, show partiality, intimidate staff, or hampers staff’s ability to do its job objectively.
(f) Depend upon the Staff to Respond to Citizen Concerns and Complaints
It is the role of Council members to pass on concerns and complaints on behalf of their constituents.
It is not, however, appropriate to pressure staff to solve a problem in a particular way. Refer citizen
complaints to the appropriate senior staff member, according to the protocol on channeling
communications. The senior staff member should respond according to the Policy and Procedure
for Responding to Customer Complaints. Senior staff is responsible for making sure the Council
Member knows how the complaint was resolved.
(g) Do not Solicit Political Support from Staff
The City Charter states that “Neither the city manager or any other person in the employment of
the city shall take part in securing or shall contribute any money toward the nomination or election
of any candidate for a municipal office.” In addition, some professionals (e.g., City Manager and the
Assistant City Manager) have professional codes of ethics, which preclude politically partisan
activities or activities that give the appearance of political partisanship. Council members shall
refrain from coercing staff in making recommendations to the Council as a whole.
(h) Use of Public Resources
Council members shall not use public resources, such as City staff time, equipment, supplies or
facilities, for private gain or personal purposes.
1.8 Use of Staff Time
(a) Do Not Get Involved in Administrative Functions
The key provisions on Council-staff relations found in section 2.04.170 of the Palo Alto Municipal
Code:
“Neither the council nor any of its committees or members shall direct, request or attempt to
influence, either directly or indirectly, the appointment of any person to office or employment by
the city manager or in any manner interfere with the city manager or prevent the city manager from
exercising individual judgment in the appointment of officers and employees in the administrative
service. Except for the purpose of inquiry, the council and its members shall deal with the
administrative service solely through the city manager, and neither the council nor any member
thereof shall give orders to any of the subordinates of the city manager, either publicly or privately.”
(b) Respect the “One Hour” Rule for Staff Work
Requests for staff support should be made to the appropriate senior staff member, according to the
protocol for channeling communications. Any request, which would require more than one hour of
staff time to research a problem or prepare a response, will need to be approved by the full council
to ensure that staff resources are allocated in accordance with overall council priorities. Once
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notified that a request for information or staff support would require more than one hour, the
Council Member may request that the City Manager place the request on an upcoming Council
agenda. The 1-hour rule applies to all Council members equally.
** *
SECTION 2 - CITY COUNCIL CONDUCT WITH PALO ALTO BOARDS AND COMMISSIONS
The City has established several Boards and Commissions as a means of gathering more community input.
Citizens who serve on Boards and Commissions become more involved in government and serve as
advisors to the City Council. They are a valuable resource to the City’s leadership and should be treated
with appreciation and respect. Council members serve as liaisons to Boards and Commissions, according
to appointments made by the Mayor, and in this role are expected to represent the full Council in
providing guidance on Council processes or actions to the Board or Commission. Refrain from speaking for
the full Council on matters for which the full council has not yet taken a policy position. In other
instances, Council members may attend Board or Commission meetings as individuals, and should follow
these protocols:
2.1 If Attending a Board or Commission Meeting, Identify Your Comments as Personal Views or
Opinions.
Council members may attend any Board or Commission meeting, which are always open to any
member of the public. Any public comments by a Council Member at a Board or Commission
meeting, when that Council Member is not the liaison to the Board or Commission should make a
point to clearly state it is an individual opinion and not a representation of the feelings of the entire
City Council.
2.2 Refrain from Lobbying Board and Commission Members
It is inappropriate for a Council member to contact a Board or Commission member to lobby on
behalf of an individual, business, or developer, or to advocate a particular policy perspective. It is
acceptable for Council members to contact Board or Commission members in order to clarify a
position taken by the Board or Commission. It is inappropriate for a Council member to contact a
Board or Commission member to lobby on behalf of an individual, business, or developer, or to
advocate a particular policy perspective. It is acceptable for Council members to contact Board or
Commission members in order to better understand a position taken by the Board or Commission or
the status of an ongoing matter.
2.3 Remember that Boards and Commissions are Advisory to the Council as a Whole, not as Individual
Council Members
The City Council appoints individuals to serve on Boards and Commissions, and it is the
responsibility of Boards and Commissions to follow policy established by the Council. Council
members should not feel they have the power or right to unduly influence Board and Commission
members. A Board and Commission appointment should not be used as a political reward.
2.4 Concerns about an Individual Board or Commission Member Should be Pursued with Tact
Commented [GC4]: PCity Council discussed on
February 5, 2024 and provided next steps.
Language to be updated to reflect Council motion.
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If a Council member has concerns with a particular Board or Commission member fulfilling his or her
roles and responsibilities and is comfortable in talking with that individual privately, the Council
member should do so. If needed, the Councilmember may involve a Chair of a commission or the
liaison to the commission if there is one. Alternatively, or if the problem is not resolved, the Council
Mmember should consult with the Mayor, who may address the issue to the Council as appropriate.
2.5 Be Respectful of Diverse Opinions
A primary role of Boards and Commissions is to represent many points of view in the community and
to provide the Council with advice based on a full spectrum of concerns and perspectives. Council
members may have a closer working relationship with some individuals serving on Boards and
Commissions but must be fair to and respectful of all citizens serving on Boards and Commissions.
2.6 Keep Political Support Away from Public Forums
Board and Commission members may offer political support to a Council member, but not in a public
forum while conducting official duties. Conversely, Council members may support Board and
Commission members who are running for office, but not in an official forum in their capacity as a
Council member.
2.7 Maintain an Active Liaison Relationship
Appointed Council liaisons or alternates are encouraged to attend all regularly scheduled meetings of
their assigned Board or Commission.
2.8 Role of Council Liaison to Board or Commission
The role of Council liaison to a Board or Commission is to share prior Council discussions and actions
on issues as applicable and assist the Board or Commission in understanding likely Council
perspectives on issues as well as how the Board or Commission might support Council decision-
making. The role of Council liaison to a Board or Commission is to be a point of contact with Council
and a resource to the Board and Commission, as well as to share prior Council discussions and actions
on issues as applicable, and assist the Board or Commission in understanding how it might inform
Council decision-making. The liaison is expected to attend Board or Commission meetings as
requested by the body.
** *
SECTION 3 - STAFF CONDUCT WITH CITY COUNCIL
3.1 Respond to Council Questions as Fully and as Expeditiously as is Practical
The protocol for staff time devoted to research and response is in application here. If a Council
Member forwards a complaint or service request to a department head or a Council Appointed Officer,
there shall be follow-through with the Council Member as to the outcome.
3.2 Respect the Role of Council Members as Policy Makers for the City
Staff is expected to provide its best professional recommendations on issues. Staff should not try to
determine Council support for particular positions or recommendations in order to craft
Commented [GC5]: City Council discussed on
February 5, 2024 and provided next steps.
Language to be updated to reflect Council motion.
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recommendations. The Council must be able to depend upon the staff to make independent
recommendations. Staff should provide information about alternatives to staff recommendations as
appropriate, as well as pros and cons for staff recommendations and alternatives
3.3 Demonstrate Professionalism and Non-Partisanship in all Interactions with the Community and in
Public Meetings
3.4 It is Important for the Staff to Demonstrate Respect for the Council at all Times
All Council members Should be Treated Equally
** *
SECTION 4 - CITY COUNCIL AND BOARDS AND COMMISSIONS POLICY FOR TRAVEL AND
MISCELLANEOUS EXPENSE REIMBURSEMENT
4.1 Mayor and Vice Mayor Additional Compensation
The Mayor shall receive $150 monthly and the Vice Mayor $100 monthly to defray additional
expenses of these offices.
4.2 Miscellaneous Expenditures
(a) Expenditure of City Council Contingency Funds
Requests for expenditure of Council Contingency Funds up to $10,000 should be made to the Mayor
and Vice Mayor. Where the Mayor and Vice Mayor agree with the request, it will be announced
during Council Member Questions, Comments and Announcements. The expenditure will be
considered approved unless two or more Council members request additional information or
discussion, in which case the expenditure will be agendized at a future meeting. Expenditures over
$10,000 require action by Council motions, which shall be by Colleagues Memo placed on Consent, or
as part of an agendized item.
(b) City Purchase of Tickets or Sponsorship of Non-Profit Organization Events
The City Manager may purchase tickets or sponsor events by non-profit organizations, subject to
budget availability, under any of the following circumstances:
1) where the event serves a City educational purpose,
2) recognition for work done by staff (not including elected or appointed officials), or
3) expending budget allocations specifically intended for event attendance.
(c) Expenditure for Annual Holiday Event
Expenditures of up to $1,500 from the Council Special Events budget may be directed to be expended
from an annual holiday celebration, subject to budget availability for attendance by Council members,
executive leadership staff, and community leaders. Event details will be coordinated by the Mayor
and facilitated by staff.
4.3 Council and Boards and Commission Travel Policy
Council member travel expenses and reimbursements will adhere to the Citywide Travel
Arrangements and Expense Reimbursement Policy (Administrative Policy 1-02/ASD)
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This The following additional policy is set by the City Council and applies to Council members and to
Board and Commissions members. In reimbursing travel and miscellaneous expenses, a municipal
purpose requiring the expenditure of public funds must be in evidence; also, in accordance with the
Charter and Municipal Code, such expenditures must be from authorized appropriations. Council
members are limited to six (6) times per year for travel reimbursements, subject to budget
availability. Council member travel will be approved by the Mayor.
(a)Travel Related to Sister Cities, Sibling City, or shared interests with another city abroad
1) Given the City’s relationship with many Sister Cities and a Sibling City, there may be a need
to send a Palo Alto delegation to another city abroad or within the United States related to
Sister Cities, Sibling City, or shared interests between Palo Alto and another city abroad. The
following will apply when a Council member travels abroad or domestically on behalf of the
City as part of Sister City, Sibling City, or shared interests efforts. Note, such a trip would
count towards the six (6) total tips cap described above.
The proposed travel must include an approved Pre-Travel Authorization Request for travel
that explains how the travel will advance the City's interests or policy/Council objectives and
a consideration of the cost/value relationship of the trip. The request should also explain
why virtual attendance is not effective in that circumstance. The Council will be responsible
for ensuring that visits to any individual city will be reasonably spaced apart. The Pre-Travel
Authorization Request will be approved by the Mayor. If the Mayor is the requested traveler,
the request will be approved by the Vice Mayor.
2) Annually, the total amount the City Council will budget for international and domestic travel
related to Sister Cities, Sibling City, or shared interests between Palo Alto and another city
abroad will be capped at $40,000 with reasonable annual adjustments beyond 2024 to
account for inflation. This funding will be distributed equitably amongst Council members
who meet the guidelines above and express an interest to travel.
(b)Support Services
The City Clerk’s Office makes travel arrangements for Council members. This service
includes conference registration, hotel reservations, per diem advances and reimbursement
of unforeseen expenses. The department liaison for each board and commission will be
responsible for arrangements for Officials.
(c) Activities Not Considered Reimbursable
1) Voluntary attendance at any conference or meeting, not representing the City.
A) Meetings of social or service organizations.
2) Meetings of voter groups or with individual citizens concerned with agenda items.
3) Election campaign activities.
4) Alcohol and entertainment expenses.
Commented [GC6]: City Council discussed on
February 5, 2024 and provided next steps.
Language to be updated to reflect Council motion.
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City Council Protocols and Procedures Handbook
5)Personal portion of the trip and other non-mileage automobile expenses.
(d) Reports to Council
Council members and officials shall provide brief verbal reports on meetings attended at the
City’s expense at the next regular Council/Board/Commission meeting. If multiple Officials
attended, a joint report may be made. All related documents are subject to the Public
Records Act and can be periodically reviewed by auditors.
(e) Violation of This Policy
Use of public resources or falsifying expense reports is in violation of this policy and may result
in any or all of the following:
1) Loss of reimbursement privileges
2) A demand for restitution to the City
3) The City reporting the expenses as income to the elected or appointed Official to
state and federal tax authorities
4) Civil penalties of up to $1000 per day and three times the value of the resources used
5) Prosecution for misuse of public resources
** *
SECTION 5 - Confidentiality, Conflicts of Interest, Gifts And Favors
Members shall respect the confidentiality of information concerning the property, personnel or affairs of
the City. They shall neither disclose confidential information without proper legal authorization, nor use
such information to advance their personal, financial or other private interests. There are many State laws
regarding confidentiality, conflicts of Interest, and gifts and favors. Council members should stay apprised
of and comply with State law on these topics.
Resource Links to be added here.
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City Council
Staff Report
Report Type: ACTION ITEMS
From: City Clerk
Meeting Date: February 26, 2024
Report #:2401-2572
TITLE
Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status - Not a Project.
RECOMMENDATION
Discuss and provide direction for conducting interviews for scheduled vacancies on the
Architectural Review Board, Historic Resources Board, Human Relations Commission, Public Art
Commission, Planning and Transportation Commission, Stormwater Management Oversight
Committee, and Utilities Advisory Commission.
BACKGROUND
In 2021 the City Council passed Ordinance 55291 and Resolution 99692 to establish term limits
and consolidate the appointment of members to boards and commissions. In 2023 the City
Clerk’s Office conducted the first consolidated recruitment for 16 scheduled vacancies on
various Boards and Commissions and received a record 56 applications during that recruitment
period.
The 2024 Boards and Commissions Recruitment is ongoing and will close on March 17th, 2024.
The City Council will select candidates to be interviewed for:
•Two (2) positions on the Architectural Review Board with terms ending 3/31/2027.
•Four (4) positions on the Historic Resources Board with terms ending 3/31/2027.
•Two (2) positions on the Human Relations Commission with terms ending 3/31/2027.
•Four (4) positions on the Public Art Commission with two terms ending 3/31/2027 and
two partial terms ending 3/31/2026.
•One (1) position on the Planning and Transportation Commission with term ending
3/31/2028.
1 Ordinance 5529: https://www.cityofpaloalto.org/files/assets/public/city-clerk/ordinances/ordinances-1909-to-
present/2021/ord-5529.pdf
2 Resolution 9969: https://www.cityofpaloalto.org/files/assets/public/city-clerk/resolutions/resolutions-1909-to-
present/2021/reso-9969.pdf
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•Thee (3) positions on the Stormwater Management Oversight Committee with term
ending 3/31/2028.
•Two (2) positions on the Utilities Advisory Commissions with term ending 3/31/2027.
During the last several recruitments prior to 2023, the City Council elected to interview all
qualified applicants for respective Boards and Commissions. In 2023, the City Council allowed
each Council Member a limited number of votes to select applicants to interview as listed
below:
•Historic Resources Board – 3 openings, 3 applicants, Interview all
•Human Relations Commission – 2 openings, 5 applicants, Interview all
•Parks and Recreation Commission – 4 openings, 18 applicants, 6 votes each
•Planning and Transportation Commission – 3 openings, 11 applicants, 5 votes each
•Utilities Advisory Commission – 4 openings, 18 applicants, 6 votes each
It is at the discretion of the City Council to determine how to proceed with the 2024 Boards and
Commissions interviews.
Membership Requirements
Each Board or Commission has different requirements for appointment such as mandatory
residency, specialized training, or professional service in a specified area. For each of the Board
or Commission with current vacancies, the requirements are listed below. Additionally,
appointed members cannot be council members, officers or employees of the City of Palo Alto.
Architectural Review Board
•At least three members shall be architects, landscape architects, building designers or
other design professionals. (PAMC 2.21.010)
Historic Resources Board:
•Demonstrated interest in and knowledge of history, architecture or historic
preservation. (PAMC 2.27.010)
•One member shall be an owner/occupant of a category 1 or 2 historic structure, or of a
structure in a historic district. (PAMC 2.27.010)
•Three members shall be architects, landscape architects, building designers or other
design professionals. (PAMC 2.27.010)
•At least one member shall possess academic education or practical experience in history
or a related field. (PAMC 2.27.010)
Public Art Commission
•Each member of the Commission shall either be members of the Architectural Review
Board or shall be professional visual artists, professional visual arts educators,
professional visual arts scholars, or visual arts collectors whose authorities and skills are
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known and respected in the community and, whenever feasible, who have
demonstrated an interest in, and have participated in, the arts program of the city.
(PAMC 2.18.020)
Planning and Transportation Commission
•Palo Alto residency. (PAMC 2.20.010)
Stormwater Management Oversight Committee
•Each member shall be a resident of Palo Alto, an employee of a business located in Palo
Alto, or an owner of a real property within the City. (Resolution 9969)
Utilities Advisory Commission:
•Each member of the commission shall be a utility customer or the authorized
representative of a utility customer. (PAMC 2.23.010)
•Palo Alto Residency for at least six members of the commission. (PAMC 2.23.010)
ANALYSIS
Suggested options to vet the candidates as well as effective use of Council’s time include, but
are not limited to, the following:
•Allow Council Members a limited number of votes to select their preferred candidates
to interview. The City Council can decide the threshold for candidates to be advanced to
the interview stage.
•Allow all applicants to record their initial interview via the City’s HireVue platform or
other video interview platform. Council Members can watch the interviews online and
select which candidates to bring in for a final in-person interview or make appointments
based on the recorded video interviews.
•Appoint an Ad Hoc Committee to conduct interviews with recommendations being
made to the full Council for appointment. Interviews can be recorded and provided to
the full Council prior to voting.
•Hold a series of special meetings over the next two months to interview all selected
applicants prioritizing Boards that may have issues with obtaining a quorum for their
next meetings.
The process Council decides to select must be done in compliance with the Brown Act. If
HireVue or recorded interviews with an Ad Hoc is selected, interview recordings will be made
available to the public.
The Boards and Commissions Handbook states that Chair and Vice Chair elections shall be
conducted at the beginning of the year and the workplan shall be transmitted to City Council by
the second quarter of the calendar year. City Council may, at your discretion, modify those
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deadlines to help facilitate Chair and Vice Chair elections allowing greater visibility on which
incumbent Commissioners will be reappointed and to allow new Commissioners to participate
in the crafting of the workplan for the year.
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
APPROVED BY:
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