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Home My WebLink About2024-12-02 City Council Agenda PacketCITY COUNCIL Regular Meeting Monday, December 02, 2024 CITY O F Council Chambers & Hybrid PALO 5:30 PM ALTO Palo Alto City Council meetings will be held as "hybrid" meetings with the option to attend by teleconference or in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone: 1(669)900-6833 PUBLIC COMMENTS General Public Comment for items not on the agenda will be accepted in person for up to three minutes or an amount of time determined by the Chair. General public comment will be heard for 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. Public comments for agendized items will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff's presentation or as determined by the Chair. Written public comments can be submitted in advance to city.council@CityofPaloAlto.org and will be provided to the Council and available for inspection on the City's website. Please clearly indicate which agenda item you are referencing in your subject line. PowerPoints, videos, or other media to be presented during public comment are accepted only by email to city.clerk@CityofPaloAlto.org at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB's or other physical electronic storage devices are not accepted. Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting. TIME ESTIMATES Listed times are estimates only and are subiect 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. December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. CALL TO ORDER SPECIAL ORDERS OF THE DAY (5:30 - 5:55 PM) 1. Appreciation for Congresswoman Anna Eshoo for her Many Years Serving Palo Alto and the Region 2. Proclamation Honoring the Life of Appollonia "Mama Dee" Grey Uhilamoelangi AGENDA CHANGES, ADDITIONS AND DELETIONS PUBLIC COMMENT (5:55 - 6:25 PM) Members of the public may speak in -person ONLY to any item NOT on the agenda. 1-3 minutes depending on # of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. COUNCILMEMBER QUESTIONS. COMMENTS. ANNOUNCEMENTS (6:25 - 6:30 PM) Members of the public may not speak to the item(s). CONSENT CALENDAR (6:30 - 6:35 PM) Items will be voted in one motion unless removed from the calendar by three Council Members. 3. Approval of Minutes from November 12, 2024 and November 18, 2024 Meetings 4. Adoption of a Resolution Vacating an Easement at 561 Addison Avenue; CEQA Status — Exempt under Cal. Code Regs. Tit. 14, section 15305 5. Adoption of a Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports; CEQA Status: Not a project 6. Approval of Professional Services Contract Number C25191013 with BKF Engineers in an Amount Not to Exceed $451,705 for Preliminary Engineering (PE) Design Services for Railroad Crossing Safety Improvements for a Period of Four Years; CEQA status - categorically exempt under CEQA Guidelines Section 15301. 7. Approval of Professional Services Contract Number C25191563 with Navia Benefits Solutions Inc. in an Amount Not to Exceed $179,730 as the City of Palo Alto's Administrator for City Employee Benefit Services of Flexible Spending Account (FSA), Transportation Spending Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget Reconciliation Act (COBRA) for a Period of Five Years; CEQA Status — Not a Project. 8. Approval of Professional Services Contract No. C25193007 with Watry Design, Inc. in the Amount of $2,403,592 to Provide Design, Environmental Review, and Construction Administration Services for the New Downtown Parking Garage, Capital Improvement December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. Program Project (PE -15007); CEQA Status: Not a Project 9. Approval of Contract Amendment Number 1 to Contract Number C23186719 with CivicPlus, LLC in the amount of $48,265 for Additional Features and Security for Existing Recreation Management Software for a new not -to -exceed of $783,330; CEQA Status — Not a Project. 10. Approval of Amendment No. 1 to Contract No. C22182372 with CSW/Stuber-Stroeh Engineering Group Inc. in the Amount of $25,000 for a total not to exceed amount of $189,852 and Extend the Contract Term for the University Avenue Streetscape Update Project (PE -21004); CEQA status — Not a Project 11. Approval of Amendment Number 1 to Contract Number 523187316 with Flock Safety in the amount of $349,808 for Automated License Plate Recognition (ALPR) to Implement 10 Additional Cameras and Extend the Term through December 2029 in a new not to exceed of $524,208; CEQA status — categorically exempt (Section 15321 enforcement actions) 12. Approval of the Second Amendment to Lease Agreement Between Palo Alto Unified School District (PAUSD) and City of Palo Alto for a Portion of the Cubberley Site at 4000 Middlefield Road through December 31, 2029, Not -to -Exceed $2,500,000 in Rent per Year; CEQA Status —Not a Project 13. Approval of Amendment No. 2 to Contract No. C20176877 with Schaaf & Wheeler in the Amount of $77,360 for a total not -to -exceed amount of $867,278 and Extend the Contract Term for the Corporation Way System Upgrades and Pump Station (SD -21000), West Bayshore Road Pump Station (SD -20000) and West Bayshore Trunk Line Improvements (SD -23000) Projects; CEQA Status — Exempt Under CEQA Guidelines Section 15301 14. FIRST READING: Adoption of an Ordinance to Move Commissioner Appointments from April to November for the Public Art Commission (PAMC Ch. 2.18), Human Relations Commission (Ch. 2.22), and Parks and Recreation Commission (Ch. 2.25); and Adoption of a Resolution Moving Storm Water Management Oversight Committee Appointments from March to November; and Extending Terms Accordingly for these Commissions; CEQA status - not a project. 15. SECOND READING: Adoption of an Ordinance Continuing the Temporary Program to Expand Outdoor Dining, Retail and Other Activities on Public and Private Property through June 30, 2025; CEQA status - Exempt under Sections 15301, 15303, and 15304 of the CEQA Guidelines (FIRST READING: November 18, 2024 PASSED 7-0) 16. SECOND READING: Adoption of an Ordinance Amending the Municipal Fee Schedule to Modify the Calculation for Park, Community Center and Library Development Impact December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. Fees from a per Unit to per Square Foot Basis; CEQA Status: Exempt Pursuant to 15061(b)(3). (FIRST READING: November 18, 2024 PASSED 7-0) CITY MANAGER COMMENTS (6:35 - 6:50 PM) BREAK (15 MINUTES) ACTION ITEMS (Item 17: 7:05 - 7:15 PM, Item 18: 7:15 - 9:00 PM, Item 19: 9:00 - 9:45 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 17. Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting February 10, 2025, for a Public Hearing for Objections to the Proposed Weed Abatement; CEQA status: exempt, CEQA Guidelines Section 15308. 18. Master Plan for the Cubberley Site: (1) Approval of Professional Services Contract Number C25192924 with Concordia, LLC in an Amount Not to Exceed $631,966 for Development of a Revised Master Plan for the Cubberley Site for a Period of Two Years; (2) Approve Budget Amendments in the General Fund and Cubberley Infrastructure Fund; (3) Approve a Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center; (4) Approve the Workplan for Pursuit of a Local Ballot Measure for the November 2026 General Election to fund the Purchase of Land and Development of a New Community Recreation and Resource Center at the Cubberley Site; CEQA Status - CEQA review will be conducted on the Master Plan. 19. Colleague's Memo: Resolution Supporting the Efforts of the Amah Mutsun Tribal Band to Preserve Juristac/Sargent Ranch as Open Space ADJOURNMENT INFORMATION REPORTS Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting's agenda. 20. Appointment of the Community Advisory Group (CAG) for Downtown Housing Plan. CEQA Status — Not a Project. OTHER INFORMATION Standing Committee Meetings this week December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. Finance Committee December 3, 2024 Public Comment Letters Schedule of Meetings December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom -based meeting. Please read the following instructions carefully. o 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. o 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. o 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. o When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN Meeting ID: 362-027-238 Phone: 1-669-900-6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City's ADA Coordinator at (650) 329-2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $250 from a party or participant, including their agents, to the proceeding within the last 12 months. A "license, permit, or other entitlement for use" includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures. A "party" is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A "participant" is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of "financial interest" in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council's actions. If you qualify as a "party" or "participant" to a proceeding, and you have made a campaign contribution to a Council Member exceeding $250 made within the last 12 months, you must disclose the campaign contribution before making your comments. December 02, 2024 Materials submitted after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org/agendas. Item 1 Item 1 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: SPECIAL ORDERS OF THE DAY Lead Department: City Clerk Meeting Date: December 2, 2024 Report #:2411-3743 TITLE Appreciation for Congresswoman Anna Eshoo for her Many Years Serving Palo Alto and the Region. ATTACHMENTS Attachment A: Proclamation Honoring Congresswoman Anna Eshoo APPROVED BY: Ed Shikada, City Manager Item 1: Staff Report Pg. 1 Packet Pg. 8 of 314 Item 1 Attachment A - Proclamation Honoring Congresswoman Anna Eshoo �Jtna&m HONORING CONGRESSWOMAN ANNA ESHOO WHEREAS, the Honorable Anna Eshoo has dedicated her life to making an impact as shown through her 60+ bills and amendments signed into law under five presidents. She is one of the most effective Congress members, having expanded healthcare, advanced climate protections, and promoted economic growth; she has dutifully shared her expertise in telecommunications, technology, and social services; and WHEREAS, Anna has roots in Silicon Valley as a graduate of Canada College and the CORO Foundation; she was also awarded an Honorary Degree by Menlo College. She was elected to the San Mateo County Board of Supervisors in 1982 and served as its President in 1986. Anna served as the Chief of Staff for Speaker Leo McCarthy of the California State Assembly and was the first woman to Chair the San Mateo County Democratic Party; and WHEREAS, Anna is an inspiration as the first woman to win her Silicon Valley Congressional District (previously the 14th Congressional District). In 1992 Anna was elected as the Democratic Leader and Chair of the House Health Subcommittee in the 11611' and 117th Congress, the first woman to fill that role. Anna was honored as a national leader on technology policy, authoring the successful electronic signature law, developing a legislative framework for AI industry regulation, and advocating in Congress to safeguard individual privacy; and WHEREAS, Anna's commitment to improve community quality of life is exemplified in her legislative accomplishments; authoring and passing the Affordable Care Act, creating the Advanced Research Projects Agency for Health, securing $6 million for Caltrain Grade Separations, and securing over $1 billion for Caltrain electrification to improve air quality by over 97% and reduce annual greenhouse gases by over 176,000 metric tons of CO2; and WHEREAS, Anna's representation of Palo Alto residents is shown through her support of community fiber expansion and protection of the State and Local Tax Deduction. She preserved thousands of acres of land for conservation, including the South Bay Salt Ponds Restoration Project, the Phleger Estate, and the Cotoni Coast Dairy. She secured $4.5 million for the Palo Alto Museum's Historic Roth Building preservation and $850,000 to electrify Buena Vista Mobile Home Park. She advocated for federal funding for the Palo Alto Regional Water Quality Control Plant and secured $2 million to add case management, outreach, and Mental Health First Aid training to the TRUST program. For many years, she hosted the 16th Congressional District Student Advisory Board and Congressional Art Competition in Palo Alto. She and her staff helped 4,600 Palo Altans resolve issues involving the federal government. NOW, THEREFORE I, Greer Stone, Mayor of the City of Palo Alto, do hereby recognize Congresswoman Anna Eshoo, a true champion for the American people, for her many years of service to this community and our nation. She began her career with a desire to serve and make long-lasting impacts that improve quality of life and give voice to those who are often unheard. Her work reflects passion and dedication and serves as a pathway for generations to follow towards a hopeful and brighter future. Presented: December 2, 2024 Mayor Greer Stone Item 1: Staff Report Pg. 2 I 1 Packet Pg. 9 of 314 Item 2 Item 2 Staff Report City Council Staff Report Report Type: SPECIAL ORDERS OF THE DAY CITY O F Lead Department: City Clerk PALO LTO Meeting Date: December 2, 2024 Report #:2411-3824 TITLE Proclamation Honoring the Life of Appollonia "Mama Dee" Grey Uhilamoelangi ATTACHMENTS Attachment A: Proclamation Honoring the Life of Appollonia "Mama Dee" Grey Uhilamoelangi APPROVED BY: Mahealani Ah Yun Item 2: Staff Report Pg. 1 Packet Pg. 10 of 314 Item 2 Attachment A - Proclamation Honoring the Life of Appollonia Mama Dee Grey Uhilamoelangi Honoring the Life and Legacy of Appollonia "Mama Dee" Grey `Uhilamoelangi WHEREAS, Appollonia "Mama Dee" Grey `Uhilamoelangi devoted three decades of her life to building bridges between the Palo Alto and East Palo Alto communities through heartfelt sharing and mutual collaboration for youth success, cultural preservation, and intercommunity understanding and appreciation; and WHEREAS, Mama Dee was known for her unwavering dedication to sharing the beauty of Pacific Islander culture through the `Anamatangi Polynesian Voices organization that she founded with her husband during AAPI Month events, as well as throughout the year; and WHEREAS, Mama Dee provided critical outreach to Pacific Islander families, including Tinsley Voluntary Transfer Program families in the Palo Alto Unified School District, fostering a sense of cultural belonging and empowerment; and WHEREAS, during the challenging years of the 1990s, when crime and drug use were a threat to communities in our region, Mama Dee was undeterred in her mission to save and uplift youth, offering them a path forward through education, cultural enrichment, and unwavering support; and WHEREAS, during those critical years, Mama Dee hosted Palo Alto youth on immersive and transformative visits to East Palo Alto to meet community leaders, elected officials, and everyday community residents to overcome stereotypes and fear; and WHEREAS, Mama Dee partnered with the Palo Alto -based Youth Community Service and other youth -serving nonprofits to engage hundreds of youth and families from both communities in Family Service Days and service -learning activities to deepen understanding, familiarity and friendships; and WHEREAS, as a person of faith, Mama Dee dedicated herself to meaningful multifaith understanding and outreach through local congregations, including Palo Alto First Presbyterian, Palo Alto First United Methodist, and the Tongan and Samoan churches; and WHEREAS, even in her final years, Mama Dee remained a force for good, mobilizing community support and participation during the COVID- 19 pandemic and providing a way for community members to contribute support for Tonga following a devastating volcanic eruption in 2022; and WHEREAS, the City of Palo Alto mourns the passing of Mama Dee on August 10, 2024, yet celebrates her extraordinary life and the profound impact she had on countless individuals. NOW, THEREFORE I, Greer Stone, Mayor of the City of Palo Alto, do hereby honor the life, legacy, and the indomitable spirit of Appollonia "Mama Dee" Grey `Uhilamoelangi, recognizing her as a pillar of cultural enrichment, youth advocacy, and intercommunity understanding, whose contributions will continue to inspire future generations. Presented: December 2, 2024 Greer Stone Mayor O Item 2: Staff Report Pg. 2 I 1 Packet Pg. 11 of 314 O Item 3 Item 3 Staff Report City Council Staff Report Report Type: CONSENT CALENDAR CITY O F Lead Department: City Clerk PALO a LTO Meeting Date: December 2, 2024 Report #:2411-3778 TITLE Approval of Minutes from November 12, 2024 and November 18, 2024 Meetings RECOMMENDATION That the minutes be reviewed and approved. ATTACHMENTS Attachment A: November 12, 2024 Draft Action Minutes Attachment B: November 18, 2024 Draft Action Minutes APPROVED BY: Mahealani Ah Yun Item 3: Staff Report Pg. 1 Packet Pg. 12 of 314 Item 3 Attachment A - mber 12, 2024 Draft CITY COUNCIL November "�. Action Minutes CITY Or PALO DRAFT ACTION MINUTES ALTO Special Meeting November 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, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Councilmember Tanaka Arrived at 5:33 P.M. Present Remotely: Kou Absent: ecial Orders of the Da 1. Signing of a Fricndship City Agrccmcnt bctwccn thc City of Palo Alto and Narok, Kcnya in Celebration of Pal Alt„'.- First Fricnd.-hip City Item Removed Off Agenda 2. Proclamation Honoring Law Enforcement Records and Support Personnel Week November 11-15, 2024 NO ACTION endaCha Public Comment Additions and Deletions Councilmember Questions, Comments and Announcements Study Session 3. Annual Report on Sustainability and Climate Action Plan (S/CAP) Implementation: 2022 Greenhouse Gas Inventory, Quarterly S/CAP Progress Report, and S/CAP Key Performance Indicators Annual Progress Report; CEQA status - Not a Project Page 1 of 4 Item 3: Staff Report Pg. 2 Packet Pg. 13 of 314 Item 3 Attachment A - DRAFT ACTION MI N UT November 12, 2024 Draft Action Minutes NO ACTION Consent Calendar Councilmember Tanaka registered a no vote on Agenda Item Number 6. MOTION: Councilmember Lythcott-Haims moved, seconded by Vice Mayor Lauing to approve Agenda Item Numbers 4-7. MOTION PASSED ITEMS 4, 5, 7: 7-0 MOTION PASSED ITEM 6: 6-1, Tanaka no 4. Approval of Minutes from October 28, 2024 Meeting 5. Approval of the New Councilmember Onboarding Outline as recommended by the Policy and Services Committee; CEQA — Not a Project 6. Approval of the Tri-Cities Consortium Computer Aided Dispatch System Software Agreement with Sun Ridge Systems Inc. in an Amount Not to Exceed $339,857 for Five Years to Implement a New Computer Aided Dispatch System for the Communications Departments of Palo Alto, Mountain View, and Los Altos; CEQA Status - Not a Project 7. Approval of Construction Contract No. C25190935A with Valhalla Builders in the Amount Not -to -Exceed $392,800 for Children's Library as part of the Library Automated Materials Handling System Project, Capital Improvement Program Project LB -21000 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not -to -Exceed Amount of $39,280; CEQA Status — Exempt under Section 15070 City Manager Comments Ed Shikada, City Manager Artinn Itemc 8. FIRST READING: Adoption of an Ordinance Amending Palo Alto Municipal Code Title 18 (Zoning) and Title 21 (Subdivisions and Other Divisions of Land) to Clarify Existing Regulations and to Implement State Housing Laws Adopted in 2023 and earlier. Provide Direction on: (1) Implementation of AB 2097 (2022) and (2) Implementation of Recently Adopted State Housing Laws from the 2023-24 Legislative Session. CEQA Status - Exempt Pursuant to CEQA Guidelines Section 15061(b)(3). Page 2 of 4 Sp. City Council Meeting Draft Action Minutes: 11/12/2024 Item 3: Staff Report Pg. 3 Packet Pg. 14 of 314 Item 3 Attachment A - DRAFT ACTION MI N UT November 12, 2024 Draft Action Minutes SUBSTITUTE MOTION: Councilmember Veenker moved, seconded by Councilmember Tanaka to table direction on AB 2097 until such time as legal advice can be produced. SUBSTITUTE MOTION FAILED: 3-4, Kou, Burt, Lythcott-Haims, Stone no MOTION: Councilmember Burt moved, seconded by Councilmember Kou to: 1. Direct staff to apply AB 2097 to properties within the radius depicted in Attachment B. MOTION PASSED: 7-0 MOTION SPLIT FOR THE PURPOSE OF VOTING MOTION: Councilmember Burt moved, seconded by Councilmember Kou to: 2. Require ADA / EVCS parking based on the full amount that would have been required if AB 2097 did not apply. MOTION PASSED: 6-1, Tanaka no MOTION: Mayor Stone moved, seconded by Councilmember Veenker to: 1. Adopt the attached ordinance implementing state law and other minor amendments to Titles 18 and 21 of the municipal code, except as modified by the prior motion on AB 2097; and 2. Direct staff to prepare an urgency ordinance for placement on the consent calendar to implement various land use -related state law changes from the 2024 state legislative session. MOTION PASSED: 6-1, Kou no Adjournment: The meeting was adjourned at 10:18 P.M. Page 3 of 4 Sp. City Council Meeting Draft Action Minutes: 11/12/2024 Item 3: Staff Report Pg. 4 Packet Pg. 15 of 314 Item 3 Attachment A - DRAFT ACTION MI N UT November 12, 2024 Draft Action Minutes ATTEST: APPROVED: City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City's website. Item 3: Staff Report Pg. 5 Page 4 of 4 Sp. City Council Meeting Draft Action Minutes: 11/12/2024 Packet Pg. 16 of 314 Item 3 Attachment B - November 18, 2024 Draft Action CITY COUNCIL Minutes CITY Or PALO DRAFT ACTION MINUTES ALTO Regular Meeting November 18, 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 Councilmember Tanaka Arrived at 5:32 P.M. Present Remotely: Absent: Agenda Changes, Additions and Deletions Public Comment Council Member Questions. Comments and Announcements Study Session 1. Semi -Annual City Council Discussion with the Independent Police Auditor (IPA) NO ACTION Consent Calendar Councilmember Tanaka registered a no vote on Agenda Item Number 3 and 4. MOTION: Councilmember Burt moved, seconded by Councilmember Veenker to approve Agenda Item Numbers 2-8. MOTION PASSED ITEMS 2, 5-8: 7-0 MOTION PASSED ITEMS 3, 4: 6-1, Tanaka no Page 1 of 4 Item 3: Staff Report Pg. 6 Packet Pg. 17 of 314 Item 3 ttachment B - November DRAFT ACTION MINUT N U T 18, 2024 Draft Action Minutes 2. Approval of Minutes from November 4, 2024 Meeting 3. Approval of General Services Contract Number C25192518 with Califa Group in an Amount Not to Exceed $330,000 to Provide Procurement of Discounted Library Products for a Period of Three (3) Years; CEQA status — not a project. 4. Adoption of: (1) Revised Salary Schedules for unrepresented Management and Professional employees to increase the Utilities Director Classification by 5% as discussed and recommended by the Finance Committee on October 15, 2024, and (2) revised salary schedule for Service Employees International Union Local 521 in Alignment with one new position change in the FY 2025 Adopted Budget; CEQA Status - not a project 5. Policy and Services Committee Recommends that City Council Accept the City Auditor's Quarterly Status Report for July - September 2024 and Approve Work to Begin on FY2025 Task 6: Evaluation and Benchmarking 6. FIRST READING: Adoption of an Ordinance Continuing the Temporary Program to Expand Outdoor Dining, Retail and Other Activities on Public and Private Property through June 30, 2025; Adoption of a Resolution Continuing the Pilot Parklet Demonstration Program through June 30, 2025; CEQA status - Exempt under Sections 15301, 15303, and 15304 of the CEQA Guidelines 7. SECOND READING: Ordinance of the Council of the City of Palo Alto Renewing the Military Equipment Use Policy in Compliance with Govt. Code Section 7070 et seq. (2024-2025) (FIRST READING: November 4, 2025 PASSED 7-0) 8. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending the Fiscal Year 2025 Municipal Fee Schedule to Amend Existing Fees for City's Palo Alto Link OnDemand Transit Service (FIRST READING: November 4, 2024 PASSED 7-0) City Manager Comments Ed Shikada, City Manager Artinn Itamc 9. FIRST READING: Adoption of an Ordinance Amending the Municipal Fee Schedule to Modify the Calculation for Park, Community Center and Library Development Impact Fees From a per Unit to per Square Feet Basis for Residential Development. CEQA Status: Exempt Pursuant to 15061(b)(3). Page 2 of 4 City Council Meeting Draft Action Minutes: 11/18/2024 Item 3: Staff Report Pg. 7 Packet Pg. 18 of 314 Item 3 ttachment B - November DRAFT ACTION MINUT N U T 18, 2024 Draft Action Minutes MOTION: Vice Mayor Lauing moved, seconded by Mayor Stone to direct staff to: 1. Evaluate the elimination of development fees for affordable units in multi -family projects which have at least 20% BMR units at under 80% AMI and a 50% reduction in fees for units between 81% and 100% AMI and provide recommendations on where this waiver would apply; and 2. Return to Council with an impact assessment of fees and other pertinent matters such as art fees; and 3. Adopt an ordinance amending the City's FY2025 Adopted Municipal Fee Schedule to update the Parks, Community Center, and Library impact fees from a per unit to per square feet basis for residential development (Attachment B); and 4. Evaluate structures based on bedrooms and a hybrid of bedrooms and square foot; and 5. Evaluate fees for home additions and full rebuilds of homes based upon the incremental increase in size. PORTIONS OF MOTION INCORPORATED INTO THE FINAL MOTION WITH THE CONSENT OF THE MAKER AND SECONDER MOTION PASSED: 7-0 10. FIRST READING: Adoption of an Interim Ordinance Amending Chapters 18.04, 18.16, 18.30(A), and 18.30(C) of the Palo Alto Municipal Code to Implement High Priority Retail Revitalization Measures and Direction; Adoption of an Identical Emergency Ordinance; and Direction to Staff to Advance Other Initiatives Related to the City Council's Economic Development and Transition Policy. CEQA Status: Exempt Pursuant to CEQA Guidelines Section 15061(b)(3). MOTION: Councilmember Tanaka moved, seconded by Councilmember Burt to: 1. Adopt the attached emergency ordinance (Attachment A) and interim ordinance (Attachment B); 2. Direct staff to work with the Planning and Transportation Commission on the following: a. Continued refinement of the definition of retail -like land uses to establish a performance -based criteria that promotes pedestrian activity in commercial areas b. Expansion of the permitted uses in the ground floor (GF) and retail (R) combining districts and standards to allow non -retail like uses in certain circumstances; Page 3 of 4 City Council Meeting Draft Action Minutes: 11/18/2024 Item 3: Staff Report Pg. 8 Packet Pg. 19 of 314 Item 3 Attachment B - November DRAFT ACTION MINUT 18,2o24DraftAction Minutes c. Review and recommend whether to amend retail preservation ordinance and evaluate changes to the geographic extent or applicability of the City's retail preservation ordinance; and, 3. Direct staff to include a comprehensive update to the City's zoning code as an objective for Council consideration in 2025 work plan; and, 4. Include automobile showrooms in the GE and R combining districts; and, 5. Direct Staff to develop a definition for financial institutions that clarify financial intuitions applies to walk-in retail financial services open to the public; and 6. Amend the Emergency and Interim Ordinance to change section (125.1)(K) to substitute "high level" with a word(s) comparable to "substantive". PORTIONS OF MOTION INCORPORATED INTO THE FINAL MOTION WITH THE CONSENT OF THE MAKER AND SECONDER MOTION PASSED: 7-0 Adjournment: The meeting was adjourned at 9:07 P.M. ATTEST: City Clerk APPROVED: Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City's website. Item 3: Staff Report Pg. 9 Page 4 of 4 City Council Meeting Draft Action Minutes: 11/18/2024 Packet Pg. 20 of 314 Item 4 Item 4 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Administrative Services Meeting Date: December 2, 2024 Report #:2410-3560 TITLE Adoption of a Resolution Vacating an Easement at 561 Addison Avenue; CEQA Status— Exempt under Cal. Code Regs. Tit. 14, section 15305 RECOMMENDATION Staff recommends that the City Council adopt the attached resolution ordering the summary vacation of a public service easement for utilities located on the residential property at 561 Addison Avenue in Palo Alto, CA. ANALYSIS The easement as shown on the map in Book 401, pages 32 and 33 of the Santa Clara County Official Records for public utility purposes affecting the property located at 561 Addison Avenue was dedicated and recorded on August 8, 1977. On September 9, 2024, the City received the owner's request that the easement be vacated. The City's Public Works Department reviewed the easement and has determined that the Public Works Department has not used the easement in the last five years and does not have a need for it. The City's Utilities Department also reviewed the vacation request and determined that the easement to be vacated has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation. Therefore, the easement may be vacated in accordance with the summary proceeding authorized in Section 8333 of the California Streets and Highways Code. FISCAL/RESOURCE IMPACT The Summary Easement Vacation Processing fee of $2,083, as set forth in the FY 2025 Municipal Fee Schedule, has been paid by the owner. Item 4: Staff Report Pg. 1 Packet Pg. 21 of 314 Item 4 Item 4 Staff Report STAKEHOLDER ENGAGEMENT The Real Estate Division collaborated with the owner's representatives, Utilities, Public Works, and the City Attorney's office for necessary reviews of language and exhibits. ENVIRONMENTAL REVIEW Council action on the summary vacation of the public service easement is exempt from review under the California Environmental Act pursuant to Title 14 California Code of Regulations section 15305 as a minor alteration in land use limitations. ATTACHMENTS Attachment A: Resolution Vacating a Public Service Easement at 561 Addison Avenue APPROVED BY: Lauren Lai, Administrative Services Director Item 4: Staff Report Pg. 2 Packet Pg. 22 of 314 Recorded at no charge in accordance with Streets & Highways Code Section 8336 at the request of and when recorded return to: City of Palo Alto Real Estate Division 250 Hamilton Avenue Palo Alto, CA 94301 Item 4 Attachment A - Resolution Vacating a Public Service Easement at 561 Addison Avenue SPACE ABOVE LINE FOR RECORDER'S USE APN: Address: SUMMARY VACATION RESOLUTION NO. 120-53-005 561 Addison Avenue Palo Alto, CA 94301 RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO SUMMARILY VACATING A PUBLIC SERVICE EASEMENT AT 561 ADDISON AVENUE, PALO ALTO, CA WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate a public service easement in any of the following cases: (a) the easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation, (b) the date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date, (c) the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, an easement on the property located at 561 Addison Street, Palo Alto, CA 94301, was dedicated for public utility purposes as shown on the map recorded on August 8, 1977, in Book 401, pages 32 and 33 of Santa Clara County Office Records; and WHEREAS, the City of Palo Alto Utilities Department has evaluated and determined that the easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation; and WHEREAS, the City Council of the City of Palo Alto intends to summarily vacate the public service easement as more particularly described in Exhibit "A" attached to this resolution and depicted on the plat map attached as Exhibit "B" to this resolution; and NOW, THEREFORE, the City Council does hereby RESOLVE as follows: SECTION 1. This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8333 et. seq. The public service easement described herein on Exhibit "A" and depicted on the plat map attached as Exhibit Item 4: Staff Report Pg. 3 Packet Pg. 23 of 314 Item 4 Attachment A - Resolution Vacating a Public Service Easement "B" has not been used for the purpose for which it was dedicated or acquire at 561 Addison Avenue years immediately preceding the proposed vacation. SECTION 2. Based upon the findings made in Section 1 of this Resolution and the provisions of Section 8333 of the Streets and Highways Code, the City Council does hereby order that the public service easement as shown on the said Exhibits "A" and "B" shall be summarily vacated. SECTION 3. The City Clerk, acting by and through the Real Property Manager, is hereby directed to record at the Santa Clara County Clerk -Recorder's Office a certified copy of this Resolution, including the Map. SECTION 4. The public service easement for utilities described in Exhibit "A" and depicted in the plat map attached as Exhibit "B" will no longer constitute a public service easement from and after the date of recordation of the documents identified in Section 3 of this Resolution. SECTION 5. The Council finds that the summary vacation of the public service easement is exempt from review under the California Environmental Act pursuant to Title 14 California Code of Regulations section 15305 as a minor alteration in land use limitations. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Deputy City Attorney Mayor APPROVED: City Manager Director of Administrative Services Item 4: Staff Report Pg. 4 Packet Pg. 24 of 314 Item 4 Attachment A - Resolution Vacating a Public Service Easement at 561 Addison Avenue EXHIBIT "A" LEGAL DESCRIPTION FOR PUBLIC UTILITY EASEMENT TO BE VACATED 561 ADDISON AVENUE PALO ALTO, SANTA CLARA COUNTY, CALIFORNIA All that certain real property situate in the City of Palo Alto, County of Santa Clara, State of California, being a portion of Lot 1 as shown on that certain Map entitled "Parcel Map Addison Villas", filed for record in the Office of the Recorder of said County on August 8, 1977, in Book 401 of Maps at Pages 32 and 33; being more particularly described as follows: BEGINNING at the most southerly corner of said Lot 1, said comer lying on the northwesterly line of Addison Avenue, 60 feet wide, as shown on said Map; Thence along the southwesterly line of said Lot 1 North 5100024" West, 150.00 feet; Thence North 38°59'36" East, 5.00 feet; Thence South 51°00'24" East, 150.00 feet to said northwesterly line of Addison Avenue; Thence along said line of Addison Avenue South 39°00'35" West, 5.00 feet to the POINT OF BEGINNING. Containing 750 square feet, more or less. As shown on Exhibit "B", the plat attached hereto and made a part hereof. Description prepared by Ma�eod and Associates, Inc. Daniel G. MacLeod L.S. 5304 O'GTa Z zo4 o a ?' Date No. 5304 OF CA�-�F Item 4: Staff Report Pg. 5 Packet Pg. 25 of 314 Item 4 Attachment A - Resolution Vacating a Public Service Easement at 561 Addison Avenue GRAPHIC SCALE 0 IS J0 so ( IN FEET 1 inch = 30 ft. LANDS OF CLOVERLEAF CORPORATION S 3900'14" W 62.53' I I N 3859'36 E 5.00' NI O oO II. o Io LANDS OF h LANDS OF O 3 'n ADDITTO LLC oo LAUMA ZUNTE N FAMILY TRUST 0I I w I of v I; N A.P.N. 120-53-005 z Io 0 n o LANDS OF MAKKYLA LLC z 5' -WIDE PUBLIC UTILITY EASEMENT IC6,O) TO BE VACATED (LOT 1, 401 MAPS 32-33) P0INT0F BEGINNING S 39'00'35" W 62.52' ADDISON AVENUE (60' WIDE) CENTERLINE 2 EXHIBIT "B" TITLE: PLAT TO ACCOMPANY LEGAL DESCRIPTION FOR PUBLIC UTILITY EASEMENT TO BE VACATED PALO ALTO SANTA CLARA COUNTY CALIFORNIA PLAT! SCALE: DATE: JOB #: DJK 1= 30' 10/24/24 4888-21 i]ac�LL OD La[�D La��OC�OLa CIVIL ENGINEERING • LAND SURVEYING 965 CENTER STREET SAN CARLOS CA 94070 (650) 593-8580 Item 4: Staff Report Pg. 6 Packet Pg. 26 of 314 Item 5 Item 5 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: CONSENT CALENDAR PALO Lead Department: Utilities ALTO Meeting Date: December 2, 2024 Staff Report: 2408-3365 TITLE Adoption of a Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports; CEQA Status: Not a project RECOMMENDATION Staff recommends that the City Council adopt a resolution (Attachment A) approving and attesting to the veracity of the City's two Power Source Disclosure reports for 2023 and the City's two Power Content Labels for 2023. BACKGROUND Senate Bill 13051 was approved in 1997 to ensure that all retail suppliers of electricity disclose to consumers the sources of energy used to provide the electric service in an accurate, consistent, and easy to understand manner. The SB 1305 Report is commonly referred to as the Power Source Disclosure (PSD) report. The City of Palo Alto is required to submit an annual PSD report to the California Energy Commission (CEC) by June 15t of each year. The information contained in this report is used to prepare the annual Power Content Label (PCL), which is mailed to City Utilities customers and posted on the City's website by October 1St of each year at www.cityofpaloalto.org/powercontentlabel and on the CEC's website at energy.ca.gov/power-content-label. ANALYSIS CEC regulations governing the Power Source Disclosure Program2 require retail electricity sellers to engage a third -party certified public accountant to perform an audit to verify the specific purchases, resales, and self -consumption of energy by fuel type.3 However, publicly owned electric utilities are exempt from the audit requirement if the governing board of the 1 Senate Bill 1305 http://www.leginfo.ca.gov/pub/97-98/bill/sen/sb 1301- 1350/sb 1305 bill 19971009 chaptered.html z California Code of Regulations, Title 20, Sections 1391-1394. 3 California Code of Regulations Title 20, Section 1394.2(a). Item 5: Staff Report Pg. 1 Packet Pg. 27 of 314 Item 5 Item 5 Staff Report utility "submits to the Energy Commission an attestation of the veracity of each annual report and power content label for the previous year."4 In Palo Alto's case, this means that the PSD reports and PCLs for the City's two retail electricity products (the "standard rate" carbon neutral product and the voluntary PaloAltoGreen product, which is available to all commercial customers and allows them to pay a small premium in order to receive a power supply comprising only wind generation) can both be approved by the City Council, as described above. In 2023, CPAU's hydroelectric generation was about 30% greater than long-term average levels, due to the record levels of precipitation the state received during the winter of 2022-2023. Also in 2023, CPAU continued its REC Exchange Program, which involves taking a regional approach to fulfilling its Carbon Neutral Electric Portfolio goals by selling renewable energy from the City's long-term renewable contracts and using the most cost-effective renewable energy from outside the state to fulfill carbon neutrality requirements.5 Although the power sourced out-of- state remains renewable and carbon -neutral, the CEC categorizes such power as "unspecified power" on the PSD and PCL documents. Under the City's REC Exchange Program, the City sold a total of 223,362 MWh of in -state renewable generation in 2023 and purchased the same volume of out-of-state renewable generation, yielding $7.71 million in net revenue. Per Council's direction, all of this revenue will be invested locally in decarbonization efforts necessary to meet the City's ambitious climate goals (Staff Report 11556 and Resolution 99136). As a result of these renewable energy sales —and the fact that the CEC's regulations do not recognize out-of-state renewable generation as an "eligible renewable" energy source —the share of the City's standard power mix that is attributed to eligible renewables sources on the PSD reports and PCLs was lower in 2023 (36.7%) than in many previous years, such as 2018 (65%). However, as noted earlier, the City's power supply remained carbon neutral in 2023 in accordance with the Council -adopted Carbon Neutral Plan (Staff Report 115567), and the City remained in compliance with the state's Renewable Portfolio Standard (RPS) mandate. 4 California Code of Regulations Title 20, Section 1394.2(a)(2). 5 The City Council approved the REC Exchange Program in August 2020 (Staff Report 11556): https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- c m rs/yea r-archive/2020-2/i d-11566. pdf. 6 Resolution 9913: "Consistent with the City's Cap and Trade Revenue Use Policy, for Fiscal Years 2021 and 2022, an amount equivalent to at least one-third of the revenues earned from the REC Exchanges would be allocated from the City's Cap and Trade Reserve to local decarbonization efforts; thereafter the City would prioritize local decarbonization efforts with these funds." https://www.cityofpaloaIto.org/files/assets/public/v/1/city- clerk/resolutions/reso-9913. pdf?t=40151.26 Staff Report 11556: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/yea r-archive/2020-2/id-11566.pdf Item 5: Staff Report Pg. 2 Packet Pg. 28 of 314 Item 5 Item 5 Staff Report Utilities Department staff submitted the City's annual PSD reports for calendar year 20238 to the CEC in July 20249, along with the associated attestation forms. The City's 2023 PCLs10 will be mailed to each electric utility customer as a bill insert and posted on the City's website in December 2024, in accordance with the modified deadline established by the CEC for 2023. The attached resolution (Attachment A) approves the annual PSD reports and PCLs for both the standard power mix and the PaloAltoGreen product and provides for Council's attestation to the veracity of these four documents as required for exemption from the third -party audit requirement. Staff anticipates submitting the City's annual PSD reports for calendar year 2024 to the CEC by June 1, 2025 and providing the 2024 PCLs to electric customers around September 2025. FISCAL/RESOURCE IMPACT Adoption of the attached resolution will not result in a financial impact to the City. STAKEHOLDER ENGAGEMENT Upon the adoption of the attached resolution, staff will mail a copy of the City's 2023 PCLs to each electric utility customer as a bill insert and post them on the City's website in December 2024. ENVIRONMENTAL REVIEW Adoption of the attached resolution is not subject to California Environmental Quality Act (CEQA) review as an administrative government activity that will not result in any direct or indirect physical change to the environment as a result (CEQA Guidelines section 15378(b)(5)). ATTACHMENTS Attachment A: Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports APPROVED BY: Dean Batchelor, Director of Utilities 8 Palo Alto's 2023 PSD reports: https://www.citVofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/2024/cpau 2023 powersourcedisclosurereports.pdf 9 Although the PSD Program Regulations establish a deadline of June 1st to submit each year's PSD Reports, due to technical issues with the Western Renewable Energy Generation Information System (a region -wide database used to track renewable and carbon -free energy supplies) CEC staff announced that the 2023 PSD Report submission deadline would be extended to July 29, 2024. As a result of this delay, CEC staff was delayed in producing the 2023 PCL template, and therefore they also announced that the deadline to distribute PCLs to customers, and for the City Council to approve and attest to their veracity, would be similarly extended, from October 1, 2024, to January 31, 2025. 10 Palo Alto's 2023 PCLs: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/2024/cpau 2023 powercontentlabels.pdf Item 5: Staff Report Pg. 3 Packet Pg. 29 of 314 Item 5 Resolution No. Attachment A - Resolution Approving and Resolution of the Council of the City of Palo Alto Approving Attesting to the Veracity Attesting to the Veracity of the City's 2023 Power Sour of the City's 2023 Annual Disclosure and Power Content Label Reports Power Source Disclosure and Power Content Label RECITALS Reports A. The California Legislature adopted Senate Bill 1305 in 1997 to ensure that all retail suppliers of electricity, including the City of Palo Alto, disclose to consumers the sources of energy used to provide electric service in an accurate, reliable and easy to understand manner. B. The SB 1305 Report is commonly referred to as the Power Source Disclosure (PSD) report, which shows the City's electric portfolio purchases for the prior calendar year, as well as the fuel mix for the City's retail electricity sales for the prior calendar year. C. The information contained in the PSD report is used to prepare the City's annual Power Content Label (PCL), which discloses the fuel mix of the City's retail electricity sales during the prior calendar year, as well as the fuel mix for the state as a whole, and which is mailed to the City's electric utility customers via a bill insert every year. D. California Code of Regs., title 20, sections 1394.2(a)(2), updated by the California Energy Commission (CEC) effective May 2020, allows the City Council to approve and attest to the veracity of each PSD report and PCL for the previous year, including the reports for Palo Alto's voluntary PaloAltoGreen product, which is provided to commercial customers who participate in the PaloAltoGreen program. E. The PSD report submissions for both the City's standard carbon neutral power portfolio, and the City's PaloAltoGreen product are prepared by the Northern California Power Agency (NCPA), a joint powers agency of which Palo Alto is a member. The draft PSD reports are then checked by City staff against the City's account in the Western Renewable Energy Generation Information System (WREGIS), where the City tracks its renewable and carbon -free energy. The PaloAltoGreen renewable energy supplies are then verified by a third -party verifier, in order to achieve Green -e certification for that program. F. In July 2024, Utilities Department staff submitted the 2023 Annual PSD reports for both the City's standard carbon neutral portfolio and the PaloAltoGreen program, to the Energy Commission in accordance with the applicable regulations. G. In September 2024, the CEC announced that due to delays in receiving PSD reports from some retail suppliers of electricity, the deadline for distributing PCLs to customers would be extended from October 1, 2024, to January 31, 2025. Item 5: Staff Report Pg. 4 Packet Pg. 30 of 314 Item 5 Attachment A - Resolution Approving and The Council of the City of Palo Alto ("City") RESOLVES as follows: Attesting to the Approving Veracity of the City's 2023 Annual SECTION 1. The City Council approves the submission and attests PowersourceDisclosure the 2023 Annual Power Source Disclosure reports for the City's standard ca and Power Content Label olio and the City's voluntary PaloAltoGreen program (attached as Exhibit A to t Reports ich staff submitted to the California Energy Commission in July 2024. SECTION 2. The City Council approves and attests to the veracity of the 2023 Annual Power Content Label reports for the City's standard carbon neutral portfolio and the City's voluntary PaloAltoGreen program (attached as Exhibit B to this resolution), which staff will distribute to Utilities customers as an insert in their December Utilities bills. SECTION 3. The Council finds that the adoption of this resolution is not subject to California Environmental Quality Act (CEQA) review because it is an administrative government activity that will not result in any direct or indirect physical change to the environment (CEQA Guidelines section 15378(b)(5)). INTRODUCEDAND PASSED: December 2, 2024 AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Mayor APPROVED: City Manager Director of Utilities Director of Administrative Services Item 5: Staff Report Pg. 5 Packet Pg. 31 of 314 Exhibit A Retail suppliers are required to use the posted template and are n make edits to this format. Please complete all requested info GENERAL INSTRUCTIONS of Palo Alto Utilities Standard Rate James Stack liii Senior Resource Planner 250 Hamilton Ave. Palo Alto, CA 94301 • (650) 329-2314 iames.stack@cityofpaloalto.org Item 5 ril 2024 Attachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports www.CityofpaIoaIto.org/powercontentlabeI Submit the Annual Report and signed Attestation in PDF format with the Excel version of the Annual Report to PSDprogram@energy.ca.gov. Remember to complete the Retail Supplier Name, Electricity Portfolio Name, and contact information above, and submit separate reports and attestations for each additional portfolio if multiple were offered in the previous year. NOTE: Information submitted in this report is not automatically held confidential. If your company wishes the information submitted to be considered confidential an authorized representative must submit an application for confidential designation (CEC-13), which can be found on the California Energy Commissions's website at https://www.energy.ca.gov/about/divisions-and-offices/chief- counsels-office. If you have questions, contact Power Source Disclosure (PSD) staff at PSDprogram@energy.ca.gov or (916) 639-0573. Item 5: Staff Report Pg. 6 Packet Pg. 32 of 314 Exhibit A Item 5 on: April 2024 \ttachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports Instructions: Enter information about power procurements underlying this electricity portfolio for which your company is filing the Annual Report. Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto -populate as needed and should not be filled out. For EIA IDs for unspecified power or specified system mixes from asset -controlling suppliers, enter "Unspecified Power", "BPA", or "Tacoma Power" as ,' applicable. For specified procurements of ACS power, use the ACS Procurement Calculator to calculate the resource breakdown comprising the ACS system mix. Procurements of unspecified power must not be entered as line items below; unspecified power will be calculated automatically in cell N9. Unbundled RECs must not be entered on Schedule 1; these products must be entered on Schedule 2. At the bottom .. • - portion of the schedule, provide the other electricity end -uses that are not retail sales including, but not limited to transmission and distribution losses or municipal street lighting. Amounts should be in megawatt -hours. I 44 • - P228 375 375 375 - I - 275 Cambridge Ave. Parking Garage ISoiar CA W5649 63982756897 806,645 768,624 38,021 21 - 768,603 16,831 0.0209 445 Bryant St. Parking Garage Solar CA W5647 63610P229 359 359 359 - - 475 Cambridge Ave. Parking Garage Solar CA W5650 63981 P230 475 475 475 - - 520 Webster St. Parking Garage Solar CA W5648 63611P231 576 576 576 - - Ameresco Johnson Canyon Biomass & Biowaste CA W3397 6135358397 962 962 962 0.5473 527 Ameresco Keller Canyon Biomass & Biowaste CA W2071 61298 1,316 1,316 1,316 0.0028 4 Ameresco San Joaquin Biomass & Biowaste CA W3883 62433 58436 2,096 2,096 2,096 0.0027 6 Ameresco Santa Cruz Energy Biomass & Biowaste CA W2014 61297 56428 897 897 897 0.0033 3 Elevation Solar C Solar CA W5298 63192 59964 72,704 72,704 72,704 - - Frontier Solar - Crow Creek Solar I Solar CA W4962 62248 60039 31,282 31,282 31,282 - - Golden Fields Solar III, LLC Solar CA W10886 64555 63859 54,792 54,792 54,792 - - Hayworth Solar Solar CA W4719 62744 59009 44,347 44,347 44,347 - - High Winds Wind CA W229 60726 56075 2,254 2,254 2,254 - - HP Inc. Solar CA W7686 64036 62732 2,116 2,116 2,116 - - Kettleman Solar Solar CA W4695 62422 59633 29,658 29,658 29,658 - - NewSpicerMeadows Eligible Hydro CA W1260 61580 54554 1,560 1,560 1,560 - - Ox Mountain Landfill Biomass & Biowaste CA W2033 60022 56895 3,835 3,835 3,835 0.0028 11 Unitarian Universalist Church Of Palo Alto Solar CA W7382 63983 P232 179 179 179 - - WAPA-Lewiston Eligible Hydro CA W1108 61044 977 278 278 278 - - WAPA-Nimbus Eligible Hydro CA W1161 61045 444 10,402 10,402 10,402 - - WAPA-Stampede Eligible Hydro CA W1177 61046 7066 405 405 405 - - Western Antelope Blue Sky Ranch B Solar CA W5300 61518 59961 35,364 35,364 35,364 - - r r •- •- #N/A Collierville Large Hydro CA NON-RENEWABLE 54555 225,550 225,550 225,550 #N/A - - Palo Alto COBUG Natural Gas CA 57714 21 21 21 0.3962 8 WAPA - Folsom Large Hydro CA 441 47,195 47,195 47,195 - - WAPA- Gianelli Large Hydro CA 448 5,116 5,116 5,116 - - WAPA- J.F. Carr -PA Large Hydro CA 442 7,459 7,459 7,459 - WA - Keswick Large Hydro CA 443 20,108 20,108 20,108 - - WAPA - New Melones Large Hydro CA 6158 33,320 33,320 33,320 - - WAPA - O'Neill Large Hydro CA 446 56 56 56 - - WAPA-Shasta Large Hydro CA 445 111,569 111,569 111,569 - - WAPA- Spring Creek Large Hydro CA 450 8,582 8,582 8,582 - - Item 5: Staff Report Pg. 7 1 Packet Pg. 33 of 314 Item 5: Staff Report Pg. 8 1 Packet Pg. 34 of 314 Exhibit A Item 5 Attachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports , INSTRUCTIONS: Enter information about retired unbundled RECs associated with this electricity portfolio. Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto - populate as needed and should not be filled out. n: April 2024 Santa Rosa Solar Solar • • •CA • • • 64909 156,587 487 Campbell Hill - Three Buttes Wind WY 61017 20000 Carousel Wind Farm, LLC Wind CO 63340 83768 Cedar Creek Wind Energy Wind CO 60822 5415 Kit Carson Windpower, LLC Wind CO 61670 37949 Klondike Wind Power III Wind OR 60602 2347 SunAnza Solar Project Solar CA 63420 781 SunAnza Solar Project II Solar CA 64804 576 Tuana Springs Energy LLC Wind ID 61055 5264 Item 5: Staff Report Pg. 9 Packet Pg. 35 of 314 E Instructions: No data input is needed on this schedule. Retail suppliers should use these auto -populated calculations to fill out their Power Content Labels. _________________________________ Adjusted Net Percent of Total Procured (MWh) Renewable Procurements •. Retail Sales W&. Biomass & Biowaste Geothermal Eligible Hydroelectric .' . Solar Wind A 1 , Coal • I' . Large Hydroelectric A Natural gas I G . Nuclear • I' . Other • I' . Unspecified Power Total iiii , April 2024 Item 5: Staff Report Pg. 10 Packet Pg. 36 of 314 Exhibit A Item 5 Attachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports , I, James Stack, Senior Resource Planner, declare under penalty of perjury, that the information provided in this report is true and correct and that I, as an authorized agent of City of Palo Alto Utilities, have authority to submit this report on the retail supplier's behalf. I further declare that all of the electricity claimed as specified purchases as shown in this report was sold once and only once to retail customers. Name: James Stack Representing: City of Palo Alto Utilities Signature: _L Dated: July 24, 2024 Executed at: Palo Alto, CA April 2024 Item 5: Staff Report Pg. 11 Packet Pg. 37 of 314 Exhibit A Retail suppliers are required to use the posted template and are n make edits to this format. Please complete all requested info GENERAL INSTRUCTIONS of Palo Alto Utilities Palo Alto Green James Stack liii Senior Resource Planner 250 Hamilton Ave. Palo Alto, CA 94301 • (650) 329-2314 iames.stack@cityofpaloalto.org Item 5 ril 2024 Attachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports www.CityofpaIoaIto.org/powercontentlabeI Submit the Annual Report and signed Attestation in PDF format with the Excel version of the Annual Report to PSDprogram@energy.ca.gov. Remember to complete the Retail Supplier Name, Electricity Portfolio Name, and contact information above, and submit separate reports and attestations for each additional portfolio if multiple were offered in the previous year. NOTE: Information submitted in this report is not automatically held confidential. If your company wishes the information submitted to be considered confidential an authorized representative must submit an application for confidential designation (CEC-13), which can be found on the California Energy Commissions's website at https://www.energy.ca.gov/about/divisions-and-offices/chief- counsels-office. If you have questions, contact Power Source Disclosure (PSD) staff at PSDprogram@energy.ca.gov or (916) 639-0573. Item 5: Staff Report Pg. 12 Packet Pg. 38 of 314 Exhibit A Item 5 on: April 2024 \ttachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports Retail Sales (MWh) - - - - - - - - - - - Net Specified Procurement (MWh) ■ • •' • - • • •• • • - - • ' • • • • ',• • Unspecified Power (MWh) Procurement to be adjusted Net Specified Natural Gas - - - - - - - - - - - - - - - - Net Specified Coal & Other Fossil Fuels • • • • • " • • • • " '" • " '• • , , • ' • • • " • • • , • • • • • • Net Specified Nuclear, Large Hydro, Renewables, and ACS Power GHG Emissions (excludes grandfathered emissions) GHG Emissions Intensity (in MT CO,e/MWh) ■ : ■ DIRECTLY DELIVERED RENEWABLES GHG Emissions State or Gross MWh MWh Net MWh Adjusted Net MWh Factor (in MT GHG Emissions (in Facility Name Fuel Type Province WREGIS ID RPS ID N/A EIA ID Procured Resold Procured Procured CO,e/MWh) MT CO,e) N/A --��-- ----RAPED Facility Name State or Fuel Type Province WREGIS ID IMPORTS EIA ID of EIA ID of GHG Emissions Eligible for REC Substitute Gross MWh MWh Net MWh Adjusted Net MWh Factor (in MT GHG Emissions Grandfathered RPS ID Source Power Procured Resold Procured Procured CO,e/MWh) (in MT CO,e) Emissions? Facility Name Fuel Type State or Province N/A SPECIFIED NON-RENEWABLE PROCUREMENTS GHG Emissions Gross MWh MWh Net MWh Adjusted Net MWh Factor (in MT GHG Emissions N/A N/A EIA ID Procured Resold Procured Procured CO,e/MWh) (in MT CO,e) N/A Facility Name Fuel Type N/A N/A PROCUREMENTS FROM N/A N/A EIA ID ET -CO Gross MWh Procured NG SUPPLluNb GHG Emissions MWh Net MWh Adjusted Net MWh Factor (in MT GHG Emissions Resold Procured Procured CO,e/MWh) (in MT CO,e) N/A I END USES OTHER THAN RETAIL SALES MWh Item 5: Staff Report Pg. 13 1 Packet Pg. 39 of 314 Exhibit A Item 5 n: April 2024 Attachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports INSTRUCTIONS: Enter information about retired unbundled RECs associated with this electricity portfolio. Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto - populate as needed and should not be filled out. • • • • • 27,545 Crossing Trails Wind Power Project LLC •Wind CO 650381 25000 Cedar Creek II Wind CO 61384 2545 Item 5: Staff Report Pg. 14 Packet Pg. 40 of 314 E Instructions: No data input is needed on this schedule. Retail suppliers should use these auto -populated calculations to fill out their Power Content Labels. _________________________________ Adjusted Net Percent of Total Procured (MWh) Renewable Procurements Retail Sales Biomass & Biowaste 1 I' Geothermal Eligible Hydroelectric I I' . Solar IX' Wind Coal • I' . Large Hydroelectric ,XIWI. Natural gas • I' . Nuclear 1 1 • , Other • I' . Unspecified Power I tIIIII. Total April 2024 Item 5: Staff Report Pg. 15 Packet Pg. 41 of 314 Exhibit A Item 5 Attachment A - Resolution Approving and Attesting to the Veracity of the City's 2023 Annual Power Source Disclosure and Power Content Label Reports , I, James Stack, Senior Resource Planner, declare under penalty of perjury, that the information provided in this report is true and correct and that I, as an authorized agent of City of Palo Alto Utilities, have authority to submit this report on the retail supplier's behalf. I further declare that all of the electricity claimed as specified purchases as shown in this report was sold once and only once to retail customers. Name: James Stack Representing: City of Palo Alto Utilities Signature: _ Dated: July 24, 2024 Executed at: Palo Alto, CA April 2024 Item 5: Staff Report Pg. 16 Packet Pg. 42 of 314 Exhibit B ECK OUT PALO ALTO'S POWER CONTENT WHERE DOES C ELECTRICITY COME LARGE BIOMASS AND SOLAR WIND ELIGIBLE UNSPECIFIED HYDROELECTRIC BIOWASTE HYDROELECTRIC POWER 58.6% 1.1% 33.7% 0.3% 1.6% 4.7% is Ak Ah 100% CARBON NEUTRAL ELECTRICITY SINCE 2013 Like a nutrition facts label that shows the ingredients in food, the Power Content Label shows the sources of electricity purchased by City of Palo Alto Utilities to power local homes and businesses. Carbon neutral electricity comes from a variety of sources, including renewable resources like solar, wind and small hydroelectric plants. Large hydroelectric sources are also carbon -free, but the state of California doesn't consider them renewable. Since 2016 the City of Palo Alto Utilities has had long-term contracts with California -based renewable energy providers to provide 100% carbon neutral power to the community. In 2020, as the value of in -state renewable energy rose, CPAU began taking a regional approach to purchasing power, selling its higher -priced renewable energy and buying the most cost-efficient renewable energy from outside the state. This program generates earnings (totaling $7.7 million in 2023) which are being invested in local decarbonization efforts necessary to meet our ambitious climate goals. Although the power sourced out-of-state remains carbon neutral, it's not recognized as renewable by the state and instead is labeled as "unspecified." POWER SOURCES IN 2023 CPAU power sources include six solar PV projects, one wind project, five landfill gas -fired projects, the Calaveras hydroelectric project, and the Western Area Power Administration (Western) contract, which is sourced from Central Valley Project hydroelectric facilities. All of these resources are located in California. Power supply percentages vary annually based on the available output from our contracted generators. In 2023, CPAU's hydroelectric generation was significantly higher than long-term average levels due to favorable weather conditions, so CPAU had a large surplus of renewable generation that it was able to sell to other utilities, which helped lower CPAU's rates. Find more details at cityofpaloalto.org/PowerContentLabel and cityofpaloa lto.org/Ca rbon Neutral Exhibit B I '-- Attachment A - 2023 POWER CONTENT LABEL Resolution Approving and City of Palo Alto Utilities Attesting to the Veracity cit of aloalto.org/PowerContentLa of the City's 2023 Annual • • Power Source Disclosure • • and Power Content Label Reports CPAU Standard Rate 2023 CA Utility Eligible Renewable1 36.7% 36.9% Average Biomass & Biowaste 1.1% 2.1% 46 373 Geothermal 0.0% 4.8% 1000 - Eligible Hydroelectric 1.6% 1.8% Solar 33.7% 17.0% 800 ■ CPAU Standard Wind 0.3% 11.2% Rate Coal 0.0% 1.8% 600 Large Hydroelectric 58.6% 11.7% 400 Natural Gas 0.0% 36.6% ■ 2023 CA Utility Nuclear 0.0% 9.3% 200 Average Other 0.0% 0.1% 0 Unspecified Power 4.7% 3.7% TOTAL 100.0% 100.0% Percentage of Retail Sales Covered by 19% Retired Unbundled RECs3: 1The eligible renewable percentage above does not reflect RPS compliance, which is determined using a different methodology. 2Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source. 3Renewable energy credits (RECs) are tracking instruments issued for renewable generation_ Unbundled renewable energy credits (RECs) represent renewable generation that was not delivered to serve retail sales. Unbundled RECs are not reflected in the power mix or GHG emissions intensities above. For specific information about City of Palo Alto Utilities this electricity portfolio, contact: (650) 329-2161 For general information about the https://www.energv.ca.gov/programs-and- Power Content Label, visit: topics/programs/power-source-disclosure-program Item 5: Staff Report Pg. 18 Packet Pg. 44 of 314 Exhibit B CHECK OUT PALO ALTO'S POWER CONTENT WHERE DOES 0 ELECTRICITY COME LARGE BIOMASS AND SOLAR WIND ELIGIBLE UNSPECIFIED HYDROELECTRIC BIOWASTE HYDROELECTRIC POWER 58.6% 1.1% 33.7% 0.3% 1.6% 4.7% in 100% CARBON NEUTRAL ELECTRICITY SINCE 2013 Like a nutrition facts label that shows the ingredients in food, the Power Content Label shows the sources of electricity purchased by City of Palo Alto Utilities to power local homes and businesses. Carbon neutral electricity comes from a variety of sources, including renewable resources like solar, wind and small hydroelectric plants. Large hydroelectric sources are also carbon -free, but the state of California doesn't consider them renewable. Since 2016 the City of Palo Alto Utilities has had long-term contracts with California -based renewable energy providers to provide 100% carbon neutral power to the community. In 2020, as the value of in -state renewable energy rose, CPAU began taking a regional approach to purchasing power, selling its higher - priced renewable energy and buying the most cost-efficient renewable energy from outside the state. This program generates earnings (totaling $7.7 million in 2023) which are being invested in local decarbonization efforts necessary to meet our ambitious climate goals. Although the power sourced out-of-state remains carbon neutral, it's not recognized as renewable by the state and is labeled as "unspecified." POWER SOURCES IN 2023 CPAU power sources include six solar PV projects, one wind project, five landfill gas -fired projects, the Calaveras hydroelectric project, and the Western Area Power Administration (Western) contract, which is sourced from Central Valley Project hydroelectric facilities. All of these resources are located in California. Power supply percentages vary annually based on the available output from our contracted generators. In 2023, CPAU's hydroelectric generation was significantly higher than long-term average levels due to favorable weather conditions, so CPAU had a large surplus of renewable generation that it was able to sell to other utilities, which helped lower CPAU's rates. Find more details at cityofpaloalto.org/PowerContentLabel and cityofpaloalto.org/CarbonNeutral Persons with disabilities who require materials in an appropriate alternative format, CITY O F auxiliary aids, or modifications to policies or procedures to access City meetings, PALOALTO programs, or services should contact the City's ADA Coordinator George Hoyt at I TI I IT I F C (650) 329-2550 or by emailing ADA@cityofpaloalto.org. e. Exhibit B Item 5 hment A - Resolution 2023 POWER CONTENT LABEL and Attesting to the Vera City's 2023 Annual Pow. Disclosure and Power Cor Reports City of Palo Alto Utilities cityofpaloaIto.org/PowerContentLabel C -i I] FflflTflhi f1k. ':'i 2023 CA Utility Palo Alto Green CPAU Standard Rate Average Eligible Renewable' Biomass & Biowaste Geothermal Eligible Hydroelectric 0.0% 36.7% 36.9% 0.0% 1.1% 2.1% 944 46 373 0.0% 0.0% 4.8% 1000 0.0% 1.6% 1.8% 0.0% 33.7% 17.0% Palo Alto Green Solar 800 Wind 0.0% 0.3% 11.2% 0.0% 0.0% 1.8% Coal 600 CPAU Standard Rate Large Hydroelectric 0.0% 58.6% 11.7% 400 Natural Gas 0.0% 0.0% 36.6% 0.0% 0.0% 9.3% Nuclear 200 2023 CA Utility Other 0.0% 0.0% 0.1% 0 Average Unspecified Power2 100.0% 4.7% 3.7% 100.0% 100.0% 100.0% TOTAL Percentage of Retail Sales Covered by Retired Unbundled RECs3: 99% 19% 'The eligible renewable percentage above does not reflect RPS compliance, which is determined using a different methodology. 2Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source. 3Renewable energy credits (RECs) are tracking instruments issued for renewable generation. Unbundled renewable energy credits (RECs) represent renewable generation that was not delivered to serve retail sales. Unbundled RECs are not reflected in the power mix or GHG emissions intensities above. For specific information about this electricity City of Palo Alto Utilities portfolio, contact: (650) 329-2161 For general information about the Power Content htt s://ww.energyca.gov/proqram s-and-toicsl ra ramsl ower Label, visit: source -disclosure -program city of the ?r Source itent Label Item 5: Staff Report Pg. 20 1 Packet Pg. 46 of 314 Item 6 Item 6 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: CONSENT CALENDAR PALO Lead Department: Transportation ALTO Meeting Date: December 2, 2024 Report #:2409-3495 TITLE Approval of Professional Services Contract Number C25191013 with BKF Engineers in an Amount Not to Exceed $451,705 for Preliminary Engineering (PE) Design Services for Railroad Crossing Safety Improvements for a Period of Four Years; CEQA status - categorically exempt under CEQA Guidelines Section 15301. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract No. C25191013 (Attachment A) with BKF Engineers to provide Preliminary Engineering (PE) design services for Charleston Road and Alma Street Railroad Crossing Safety Improvements, Capital Improvement Project (PL -25002) for a term of four (4) years and a total amount not to exceed $451,705, including $397,705 for basic services and $54,000 for additional services. BACKGROUND The Charleston Road at -grade railroad crossing was identified by the California Public Utilities Commission (CPUC) for possible funding of hazard elimination and safety improvements through the Federal Section 130 funds. The Section 130 program is a federally funded program, administered by the California Department of Transportation (Caltrans), for the elimination of hazards at highway -rail at -grade crossings. This location was identified as a candidate location via a data -driven methodology which includes, but is not limited to train and vehicle volumes, geometric factors, pedestrians, buses and hazmat vehicles, and incident history. While the City is pursuing construction of a grade separation at this crossing, the Section 130 program provides near -term safety improvements in the interim. The City of Palo Alto (City), CPUC, California Department of Transportation (Caltrans), and the Peninsula Corridor Joint Powers Board (JPB aka Caltrain) established a diagnostic team and participated in the development of the project proposal. Based on this work, the CPUC Rail Crossings and Engineering Section adopted final recommendations for safety improvements to Item 6: Staff Report Pg. 1 Packet Pg. 47 of 314 Item 6 Item 6 Staff Report be implemented at this intersection. The recommendations identified both railroad work and local work to be performed by the Peninsula Corridor Joint Powers Board (JPB) and the City, respectively, under separate service contracts with Caltrans. The JPB and the City are responsible for the construction of the improvements identified and assigned to their agency under their individual Caltrans contracts and are required to coordinate their respective work items. The City executed its service contract with Caltrans on November 9, 2023 and received a Notice to Proceed to complete engineering design for improvements identified within the City's right of way. These improvements are 100% fundable by the Section 130 program on a reimbursement basis. The railroad crossing improvement project at Charleston Road and Alma Street is a coordinated project of Caltrans in cooperation with the JPB and the City. ANALYSIS The City released a Request for Proposals (RFP) on May 9, 2024 for design services needed for proposed improvements for the Charleston Road and Alma Street Railroad Crossing Safety Improvement Section 130 Project and received two proposals in response to the RFP. Staff from the Office of Transportation and Public Works Department reviewed the proposals and recommended the selection of BKF Engineers, based on proposal content and criteria identified in the RFP, including their knowledge of traffic engineering and rail design, experience with projects involving Section 130 funds, and prior working relationship with JPB and Caltrain staff. A summary of the solicitation and selection process is outlined below: Proposal Description C25191013 Charleston/Alma Railroad Crossing Safety Improvement Proposed Length of Project 4 Years Number of Vendors Notified 3,142 Number of Proposal Packages Downloaded 37 Total Days to Respond to Proposal 27 Pre -Proposal Meeting Yes. Non -Mandatory Pre -Proposal Meeting Date May 16, 2024 Number of Proposals Received 2 Proposal Price Range $451,705 to $645,106 Public Link to Solicitation https://procurement.opengov.com/portal/pal o-alto-ca/protects/95104 Item 6: Staff Report Pg. 2 Packet Pg. 48 of 314 Item 6 Item 6 Staff Report The proposals were evaluated based on the following criteria: 1. Quality of proposal 2. Proposed solution 3. Financial condition or stability 4. Prior record of performance 5. Ability to provide ongoing service 6. Consultant's compliance with applicable laws, regulations, and policies 7. Ability to collaborate with multiple agencies 8. Qualifications and experience of the staff assigned to the project; 9. Response time and ability to perform the work; and 10. Fee BKF Engineers demonstrated successful completion of projects along the rail corridor and have experience coordinating and providing services to the Joint Powers Board (JPB), Caltrain, and Union Pacific. They have performed thorough traffic analysis and development of plans, specifications and estimates in a timely manner. In prior projects, BKF identified some of the challenges and opportunities with coordination and regular stakeholder meetings. They presented solutions to the challenges and proposed designs that incorporated these opportunities. They have shown strong and experienced community outreach by involving the public in the early design process through presentations and interactive community workshops so that the project meets the goals and objectives of the community. FISCAL/RESOURCE IMPACT Funding for the safety improvements to the Charleston/Alma grade crossing is available in the Fiscal Year 2025 Adopted Capital Improvement Plan Project Charleston Road/Alma Street Railroad Crossing Safety Improvements (PL -25002) with no additional budgetary action required. This project is funded through a Caltrans Service Contract, dated November 9, 2023, that provides up to $700,000 for completing the Preliminary Engineering (PE) design phase for local road improvements in the City of Palo Alto at the grade crossing located at the intersection of Charleston Road and Caltrain railroad grade crossing. The agreement with Caltrans authorizes reimbursement of eligible costs for design incurred during the term of this agreement. Under this agreement, funding is authorized for work in phases, beginning with the Preliminary Engineering (PE) phase. Additional funding to complete this project will be provided through the execution of amendments for additional work and with authorization for subsequent phase(s); Right of Way/Utility Relocation (RW), Construction (CON)/Construction Engineering (CE). The crossing was identified through the Federal Section 130 funds, a federally funded program administered by the states for increasing safety at at -grade highway -rail crossings. The agreement is in effect until June 30, 2026. Item 6: Staff Report Pg. 3 Packet Pg. 49 of 314 Item 6 Item 6 Staff Report fI.1Ic114kI The project scope includes outreach to the community and various committees on project objectives, soliciting site -specific feedback on existing issues, understanding existing community concerns, and coordinating proposed improvements with entities that operate and oversee the nearby railroad facilities. In addition, the design team will be conducting monthly stakeholder check -in meetings to give the pertinent stakeholders an update on the project's progress and provide a forum for the design team, City, and stakeholders to discuss and coordinate the proposed improvements. The stakeholders that will be involved in the monthly meeting include: • BKF Engineers • The City of Palo Alto • California Department of Transportation (Caltrans) • The California Public Utilities Commission (CPUC) • Peninsula Corridor Joint Powers Board (Caltrain, JPB) ENVIRONMENTAL REVIEW Given the nature of the proposed improvements for the project (safety improvements to an existing intersection), the project qualifies for a Class 1 Categorical Exemption under CEQA Guidelines Section 15301. The Class 1 exemption covers minor alterations to existing facilities so long as they involve no or negligible expansion of use. ATTACHMENTS Attachment A: Contract with BKF Engineers; C25191013 APPROVED BY: Philip Kamhi, Chief Transportation Official Item 6: Staff Report Pg. 4 Packet Pg. 50 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; 025191013 CITY OF PALO ALTO CONTRACT NO. C25191013 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND BKF ENGINEERS This Agreement for Professional Services (this "Agreement") is entered into as of the 18th day of November 2024 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and BKF ENGINEERS, a California corporation, located at 255 Shoreline Drive, Suite 200, Redwood City, CA 94065 ("CONSULTANT"). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to construct pedestrian/bicycle safety improvements on Charleston Road and Alma Street Railroad Crossing Intersection (the "Project") and desires to engage a consultant to develop construction plans, technical specifications, and estimates (PS&E) 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 Professional Services Rev. Jan 29, 2024 Page 1 of 24 Item 6: Staff Report Pg. 5 Packet Pg. 51 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; the same form as Exhibit A -I entitled "PROFESSIONAL SERVR1 C25191013 R". Each Task Order shall contain a specific scope of services, schedule ot per ormance 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 June 30, 2029, 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 Three Hundred Ninety - Seven Thousand, Seven Hundred Five Dollars ($397,705.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled "SCHEDULE OF RATES." Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. ® Optional Additional Services Provision (This provision applies only if checked and a not -to -exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not -to -exceed compensation specified above, CITY has set aside the not - to -exceed compensation amount of Fifty -Four Thousand Dollars ($54,000.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified Professional Services Rev. Jan 29, 2024 Page 2 of 24 Item 6: Staff Report Pg. 6 Packet Pg. 52 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; in Exhibit C, shall not exceed Four Hundred Fifty -One Thousand, C25191013 ive Dollars ($451,705.00), as detailed in Exhibit C. "Additional Services" means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY's Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled "PROFESSIONAL SERVICES TASK ORDER". Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY's Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter -signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT's schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY's Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among Professional Services Rev. Jan 29, 2024 Page 3 of 24 Item 6: Staff Report Pg. 7 Packet Pg. 53 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; professionals in the same discipline and of similar knowledge and skill en C25191013 ork 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 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 Professional Services Rev. Jan 29, 2024 Page 4 of 24 Item 6: Staff Report Pg. 8 Packet Pg. 54 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; parties. C25191013 SECTION 12. SUBCONTRACTING. ® 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: Hexagon, Callander Associates, Bess Test Labs 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 Jason Yee, jyee@bkf.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 Ruchika Aggarwal, Transportation Department, Engineering Division, 250 Hamilton Avenue Palo Alto, CA, 94301, Telephone: (650) 617-3136. 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 Professional Services Rev. Jan 29, 2024 Page 5 of 24 Item 6: Staff Report Pg. 9 Packet Pg. 55 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; requirements of Section 10 (Independent Contractor). CONSULTANT ftut1 C25191013 ain 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 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. Professional Services Rev. Jan 29, 2024 Page 6 of 24 Item 6: Staff Report Pg. 10 Packet Pg. 56 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; 18.3. Certificates evidencing such insurance shall b C25191013 TY concurrently with the execution of this Agreement. The certificates will be subject o me 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 Professional Services Rev. Jan 29, 2024 Page 7 of 24 Item 6: Staff Report Pg. 11 Packet Pg. 57 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; will operate as a waiver on the part of CITY of any of its rights under this A C25191013 ade 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 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 Professional Services Rev. Jan 29, 2024 Page 8 of 24 Item 6: Staff Report Pg. 12 Packet Pg. 58 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; penalties for violation thereof and agrees to meet all requirements of Sectid C25191013 ing 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. 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 Professional Services Rev. Jan 29, 2024 Page 9 of 24 Item 6: Staff Report Pg. 13 Packet Pg. 59 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; event that funds are not appropriated for the following fiscal year, or (b) at a C25191013 cal year in the event that funds are only appropriated for a portion of the fiscal year anU tunas br 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. 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 Professional Services Rev. Jan 29, 2024 Page 10 of 24 Item 6: Staff Report Pg. 14 Packet Pg. 60 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; was provided or has subsequently become publicly known other than C25191013 this Agreement; (ii) was rightfully in CONSULTANT's possession free o 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, 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 Professional Services Rev. Jan 29, 2024 Page 11 of 24 Item 6: Staff Report Pg. 15 Packet Pg. 61 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; authorized representatives of the parties and approved as required under C25191013 ipal 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 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 A GREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Professional Services Rev. Jan 29, 2024 Page 12 of 24 Item 6: Staff Report Pg. 16 Packet Pg. 62 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; CONTRACT No. C25191013 SIGNATURE PAGE C25191013 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 BKF ENGINEERS Officer 1 Signed by: off B By: City Manager Name: Title: Principal/Vice President APPROVED AS TO FORM: Officer 2 oacusigned by: By: City Attorney or designee Name: 4832F 73F2E450... Jean�ien Title: CFO Professional Services Rev. Jan 29, 2024 Page 13 of 24 Item 6: Staff Report Pg. 17 Packet Pg. 63 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; EXHIBIT A L C25191013 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. SCOPE OF WORK: Task One: Concept Plan Lines & Project Approvals 1. The Consultant will complete all tasks required to finalize the conceptual design of permanent pedestrian and bicycle improvements along Charleston Road. The conceptual design shall also be accompanied by a preliminary cost estimate and renderings. 2. Consultant will also be required to conduct any potholing required in order to verify any utility relocations that might be required as a result of a new signal pole foundation on the southeast corner. 3. A traffic analysis will be required in order to demonstrate the traffic signal's operational Level of Service (LOS). This analysis shall include an evaluation of the AM and PM peak hours for the existing and proposed configuration and identify any potential degradation of the intersection by any of the above improvements. This submittal shall be in the form of a Technical Memorandum. 4. The Consultant will be responsible for preparing outreach and presentation materials and attending meetings with the following groups: Palo Alto residents/community and JPB Staff. The preferred Consultant team will demonstrate a strong history of working cooperatively and successfully with each group. The proposed roadway changes should at a minimum incorporate the scope of work described above. 5. After final development of the concept plan alignment, the Consultant shall begin coordination with JPB to seek any design exceptions and appropriate permits required for the implementation of the project. 6. Following receipt of City, JPB and all other staff/agency comments and revisions, the Consultant shall present the conceptual design for review and approval by the Palo Alto Professional Services Rev. Jan 29, 2024 Page 14 of 24 Item 6: Staff Report Pg. 18 Packet Pg. 64 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; Pedestrian and Bicycle Advisory Committee (PABAC), the Plannin C25191013 Commission (PTC), and the Rail Committee. Consultant will also present e plans to the surrounding residents in the neighborhood. The City will be responsible for scheduling these meetings. 7. Following PABAC, PTC , and the Rail Committee recommendations, the Consultant shall present the conceptual design for review and approval by the City Council (if needed). The proposed project will likely be categorically exempt from the requirements of the California Environmental Quality Act, as amended (California Public Resources Code 21084). Therefore, Consultant shall assist City in filing necessary exemption for compliance with CEQA. Deliverables include the following items: 1. 35% Design (finalize concept plan lines) 2. Illustrative project drawings/renderings (3D if needed), presentation materials and preparation of staff reports necessary to convey the conceptual designs to the public and decision -makers 3. Preliminary cost estimates 4. Planning &Transportation Commission and the Rail Committee recommendations and City Council approval Task Two: Development of Plans, Specifications, and Engineers Estimate 1. Consultant will prepare final design plans, specifications, and engineer's estimates for construction of the project, based on the approved conceptual design. Improvement plans shall include necessary all required civil details prepared by a Registered Professional Civil Engineer with good standing with the State of California. Proposed improvements may include, but not limited to, the following types of elements: surveying, traffic signal modifications, traffic operations analysis, street lighting improvements, roadway resurfacing, sidewalk realignment and/or widening, drainage improvements, utility relocations, signage and striping, innovative bicycle treatments, traffic calming elements, way -finding, and rail improvements , temporary construction easements, bicycle and pedestrian safety and any required surveying to properly analyze and design the project. 2. Project Specifications will be consistent with Palo Alto Standard Specifications. During plan development, the Consultant shall provide 50%, 90%, and 100% plans and engineer's estimates based on the improvement plans and comparable bids for similar projects to ensure the project remains within the project budget. 3. Consultant will be responsible for preparing its own survey and potholing to properly analyze the project area in order to prepare accurate design plans for construction. The City will make available any survey and CAD files prepared as part of past studies (if available). Deliverables for Task 2 should include the following items: Professional Services Rev. Jan 29, 2024 Page 15 of 24 Item 6: Staff Report Pg. 19 Packet Pg. 65 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; 1. 50% PS&E Design Packages (24"x36" size plans, up to 10 sets) C25191013 2. 100% PS&E Bid Package (24"x36" size plans, 5 sets, soft copy in p t tormat) 3. Technical Project Specifications 4. 50% and 100% Engineers Cost Estimate 5. Procurement of all necessary permits to allow for the construction of the project Meetings with City and JPB staff for the review of design plans, specifications and construction staging shall be held on a regular basis. The City will be responsible for securing community and project team meeting facilities. The Consultant shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by the City, meeting notice flyers for mailing to residents by the City, and community meeting presentations. The Consultant shall also serve as a scribe at all community meetings and provide the City with meeting notes and action notes within 5- business days of each meeting. The Consultant should plan on the following anticipated meeting schedule to successfully develop the final project plans: 1. Monthly coordination meetings with City, CPUC, Caltrans and JPB staff 2. Attend two (2) community outreach meetings 3. One (1) Palo Alto Bicycle Advisory Committee meetings, 4. One (1) City -School Traffic Safety Committee meeting 5. One (1) PTC meeting 6. One (1) Rail Committee meeting 7. One (1) City Council meeting. The City will be responsible for securing community meeting facilities. The Consultant shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by the City, meeting notice flyers for mailing to residents by the City, and community meeting presentations. The Consultant shall also serve as a scribe at all community meetings. Task Three (Additional Task): Alternative Concept Plan Line Consultant will prepare a conceptual design of an alternate scenario to include the bicycle and pedestrian crossing along Charleston Road without significant changes to the bicycle lane configurations beyond the intersection. The results of this task may be required concurrent with Task One. Deliverables should include the following items: 1. 35% Design (alternative concept plan lines) 2. Illustrative drawings and presentation materials and preparation of staff reports necessary to convey the conceptual designs to the public and decision -makers 3. Preliminary cost estimates Professional Services Rev. Jan 29, 2024 Page 16 of 24 Item 6: Staff Report Pg. 20 Packet Pg. 66 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; Task Four: Construction Support Services L C25191013 Consultant will include additional services for design support services to assist the City in the implementation of the construction phase. Tasks should include but are not limited to: submittal review/approval, responding to RFI's and resolving any design conflicts/changes. In addition, consultant shall review and inspect necessary connections and equipment required for railroad preemption and implementation of advanced preemption required for the project. Caltrain Design Guidelines: http://www. caltrain. com/about/doingbusiness/engineering/engineeringstandards. html EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAYBE SAME AS CONTRACT / P. O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $ 5. BUDGET CODE COST CENTER COST ELEMENT WB S/CIP PHASE CITY PROJECT MANAGER'S NAME & DEPARTMENT: 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: SERVICES AND DELIVERABLES TO BE PROVIDED SCHEDULE OF PERFORMANCE MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with "not to exceed" amount) ATTACHMENTS: A: Task Order Scope of Services B (if any): I hereby authorize the performance of the I hereby acknowledge receipt and acceptance of this work described in this Task Order. Task Order and warrant that I have authority to Professional Services Rev. Jan 29, 2024 Page 17 of 24 Item 6: Staff Report Pg. 21 Packet Pg. 67 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB APPROVED: CITY OF PALO ALTO BY: Name Title Date Item 6 Attachment A - Contract with BKF Engineers; sign on behalf of C25191013 APPROVED: COMPANY NAME: BY: Name Title Date Professional Services Rev. Jan 29, 2024 Page 18 of 24 Item 6: Staff Report Pg. 22 Packet Pg. 68 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; EXHIBIT B C25191013 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 Completion Number of Days/Weeks (as specified below) from NTP 1. Concept Plan Lines & Project Approvals December 2025 2. Development of Plans, Specifications & Engineers Estimate December 2026 3. Alternative Concept Plan Line December 2026 4. Construction Support Services March 2027 ® 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. Professional Services Rev. Jan 29, 2024 Page 19 of 24 Item 6: Staff Report Pg. 23 Packet Pg. 69 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB EXHIBIT C COMPENSATION Item 6 Attachment A - Contract with BKF Engineers; 025191013 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 lA (PLAN LINE CONCEPTS & PROJECT APPROVALS) $64,876 Task lB (TRAFFIC ANALYSIS) $52,800.00 Task 1C (PUBLIC OUTREACH) $31,970.00 Task 1D (POTHOLING) $17,875.00 Task 2 (PS&E) $178,860.00 Task 3 (ADDITIONAL - ALTERNATIVE CONCEPT PLAN) $28,756.00 Task 4 (CONSTRUCTION SUPPORT SERVICES) $22,568.00 Sub -total for Services $397,705.00 Reimbursable Expenses (if any) NONE Total for Services and Reimbursable Expenses $0.00 Additional Services (if any, per Section 4) $54,000.00 Maximum Total Compensation $451,705.00 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 Professional Services Rev. Jan 29, 2024 Page 20 of 24 Item 6: Staff Report Pg. 24 Packet Pg. 70 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; other ordinary business expenses, are included within the scope of pak C25191013 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 o£$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. Professional Services Rev. Jan 29, 2024 Page 21 of 24 Item 6: Staff Report Pg. 25 Packet Pg. 71 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB ,._JT C-1 Item 6 SCHEDULE OF RATES Attachment A - Contract BKF ENGINEERS PROFESSIONAL SERVICES RATE SCHEDULE with BKF Engineers; EFFECTIVE JANUARY 1, 2024 C25191013 CLASSIFICATION HOURLY RATE PROJECT MANAGEMENT Principal $302.00 Senior Associate Principal $280.00 Associate Principal $273.00 Senior Project Manager I Senior Technical Manager $265.00 Project Manager I Technical Manager $260.00 Engineering Manager I Surveying Manager I Planning Manager $239.00 TECHNICAL STAFF Senior Project Engineer I Senior Project Surveyor I Senior Project Planner $222.00 Project Engineer I Project Surveyor I Project Planner $195.00 Design Engineer I Staff Surveyor I Staff Planner $170.00 BIM Specialist I, II, III $170.00 - $195.00 - $222.00 Technician I, II, III, IV $162.00 -$172.00- $189.00 - $203.00 Drafter, II, III, IV $127.00 -$139.00- $150.00 - $167.00 Engineering Assistant I Surveying Assistant I Planning Assistant $106.00 FIELD SURVEYING Survey Party Chief $222.00 Instrument Person $190.00 Survey Chainperson $143.00 Utility Locator I, II, III, IV $116.00 -$164.00- $197.00 - $224.00 Apprentice I, II, III, IV $88.00 -$118.00- $130.00 - $138.00 CONSTRUCTION ADMINISTRATION Senior Consultant $290.00 Senior Construction Administrator $253.00 Resident Engineer $188.00 Field Engineer I, II, III $170.00 - $195.00 - $222.00 FUNDING & GRANT MANAGEMENT Director of Funding Strategies $208.00 Funding Strategies Manager $190.00 Funding/Research Analyst I, II, III, IV $130.00 -$150.00- $160.00 - $176.00 PROJECT ADMINISTRATION Project Coordinator $142.00 Senior Project Assistant $122.00 Project Assistant $108.00 Clerical I Administrative Assistant $90.00 Expert witness rates are available upon request Subject to the terms of a services agreement: • Charges for outside services, equipment, materials, and facilities not furnished directly by BKF Engineers will be billed as reimbursable expenses at cost plus 10%. Such charges may include, but shall not be limited to: printing and reproduction services; shipping, delivery, and courier charges; subconsultant fees and expenses; agency fees; insurance; transportation on public carriers; meals and lodging; and consumable materials. • Allowable mileage will be charged at the prevailing IRS rate per mile. • Monthly invoices are due within 30 days from invoice date. Interest will be charged at 1.5% per month on past due accounts. • The rates shown are subject to periodic increases, including January 1st of each year. BKF ENGINEERS Item 6: Staff Report Pg. 26 Packet Pg. 72 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; 025191013 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 REOUIREMENTS AS SPECIFIED HEREIN. MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY STATUTORY STATUTORY YES EMPLOYER'S LIABILITY STATUTORY YES GENERAL LIABILITY, INCLUDING BODILY INJURY $1,000,000 $1,000,000 PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, - EACH OCCURRENCE $1,000,000 $1,000,000 INCLUDING ALL OWNED, HIRED, PROPERTY DAMAGE $1,000,000 $1,000,000 NON -OWNED BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN ALL DAMAGES $1,000,000 APPLICABLE), AND NEGLIGENT PERFORMANCE 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 AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT(2 CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE Professional Services Rev. Jan 29, 2024 Page 23 of 24 Item 6: Staff Report Pg. 27 Packet Pg. 73 of 314 Docusign Envelope ID: 0D0FD506-9EA3-469C-8DEB-E27F6F6133EB Item 6 Attachment A - Contract with BKF Engineers; WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS O19 D, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS i& C25191013 OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 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 Professional Services Rev. Jan 29, 2024 Page 24 of 24 Item 6: Staff Report Pg. 28 Packet Pg. 74 of 314 Item 7 Item 7 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: CONSENT CALENDAR PALO Lead Department: Human Resources ALTO Meeting Date: December 2, 2024 Report #:2409-3470 TITLE Approval of Professional Services Contract Number C25191563 with Navia Benefits Solutions Inc. in an Amount Not to Exceed $179,730 as the City of Palo Alto's Administrator for City Employee Benefit Services of Flexible Spending Account (FSA), Transportation Spending Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget Reconciliation Act (COBRA) for a Period of Five Years; CEQA Status — Not a Project. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract No. C25191563 (Attachment A), with Navia Benefits Solutions Inc., to provide administration services for the City's Flexible Spending Account (FSA), Transportation Spending Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget Reconciliation Act (COBRA) for a term of five years and a total amount not -to -exceed $179,730. BACKGROUND Flexible Spending Account (FSA) The City offers a flexible benefit plan that enables employees to pay certain expenses on a pre- tax basis in accordance with IRS rules. Employees can allocate pre-tax funds to either a Healthcare FSA plan or a Daycare FSA plan. The Healthcare FSA plan allows expenses for medical, dental and vision to be paid using pre-tax dollars. Whereas the Daycare FSA plan allows major childcare expenses, such a daycare, camps, babysitting, and preschool, to be paid using pre-tax dollars. Employees who enroll in either the Healthcare Flexible Spending Account (FSA) or the Daycare FSA plan select an annual contribution amount for one or both plans. This elected amount is deducted from their paycheck on a pre-tax basis throughout the calendar year. They can then use these funds to pay for eligible expenses which the administrative services provider confirms meet eligibility requirements. Transportation Spending Account (TSA) The City also provides commuter benefits (TSA) for employees to elect annually. Employees receive a monetary incentive if they utilize commuter benefits such as carpooling, bike, transit, Item 7: Staff Report Pg. 1 Packet Pg. 75 of 314 Item 7 Item 7 Staff Report and vanpool. The administrative services provider processes eligible receipts and reimburses employees. Monetary incentive provided under commuter benefit amount is negotiated with employee groups. Consolidated Omnibus Budget Reconciliation Act (COBRA) COBRA provides employees and their families who lose their health benefits with the option to continue receiving group health coverage through their employer. The City is legally obligated to issue prompt notification to affected employees and their family members, outlining their COBRA rights and the necessary steps to maintain their group health benefits if they choose to do so. Under COBRA, eligible employees and their family members may extend their group health benefits for up to 18 additional months by covering the full cost of the coverage. Human Resources (HR) staff informs the administrative services provider when a former City employee and/or their family members need COBRA documentation promptly mailed and processed to ensure no gaps in medical or dental coverage. FSA, TSA and COBRA administration are currently handled by one provider, Navia Benefits Solutions. ANALYSIS Procurement Process A request for proposals (RFP) was issued by the City's benefit broker, Alliant, on behalf of the City, after it was determined that Alliant's RFP competitive solicitation process is in alignment with the City's. Alliant conducted a targeted approach, reaching out to four known FSA, TSA, Lifestyle Plan, and COBRA providers. The solicitation period was posted for 15 days, and 3 proposals were received. The solicitation closed on June 21, 2024. Table 1: Summary of Request for Proposal Proposal Description Request for Proposal for COBRA/FSA/Commuter and Lifestyle Benefit Proposed Length of Project 5 years Number of Vendors Notified 4 Number of Proposal Packages Downloaded 3 Total Days to Respond to Proposal 15 Pre -Proposal Meeting No Pre -Proposal Meeting Date N/A Number of Proposals Received 3 Proposal Price Range $34,000 to $42,000 per year Public Link to Solicitation N/A Item 7: Staff Report Pg. 2 Packet Pg. 76 of 314 Item 7 Item 7 Staff Report The proposals were evaluated and determined to be responsive to the criteria in the RFP. The City evaluated RFP responses based on each respondent's ability to provide excellent customer service, provide efficient services and showcase technology which enhanced both the participant and employer experience. Human Resources staff reviewed the proposals from Navia Benefits Solutions (Navia), Priselac & Associates (P&A), WEX Health. After reviewing all submissions against the three main objectives that the City had for this RFP, staff recommends to continue services with our current provider, Navia. Navia's proposal was superior for its exceptional customer service, enhanced technology options and competitive pricing. Navia has served as the City's administrator for FSA and TSA since 2016 and assumed the role of City's COBRA administrator in 2022. Navia has consistently met or exceeded customer service needs for both plan participants and staff administration managing these benefits. They offer multiple contact methods, an online platform, and mobile app enable participants to easily submit Healthcare and Daycare FSA claims and receive assistance. COBRA notices are sent on time, participants can set up ongoing payments through an online portal, and both participants and staff benefit from dedicated support for any inquiries. Accurate administrative of benefits can be tedious, Navia assigns a dedicated point of contact to address and resolve any concerns related to the administration of these benefits and multiple options for processing and updating employee enrollments. This scale of flexibility is important to support major updates through processes like open -enrollment while still supporting the weekly on and offboarding of individual staff throughout the year. While preparing for this RFP, staff also included a new requirement for a Lifestyle Plan. Lifestyle Plan enables employers to offer reimbursement for various activities, such as gym membership, wellness programs, activities that promote health and a positive environment at the workplace, Childcare Assistance and much more. Currently, the City offers some of these benefits and may look to increase flexibility in the future. Benefits currently offered such as childcare assistance and gym membership reimbursements are currently administered through manual processes by staff in various departments including Human Resources and Administrative Service payroll. Transitioning to a service provider for a cost of $4,000, will allow for knowledgeable staff resources to be focused on more strategic initiatives. FISCAL/RESOURCE IMPACT The proposals from all providers presented comparable annual costs, ranging from $34,000 to $42,000. Navia will continue to provide their services with no change to their current cost. The annual cost for Navia will be $36,000 and is recommended to continue administering these services due to their expertise and quality service. Funds for the recommendations in this report to approve a contract for FSA, TSA, COBRA and Lifestyle plan administration services are included in the FY 2025 Adopted Operating Budget of the General Benefits Fund. Expenses in this fund are proportionally allocated out to Item 7: Staff Report Pg. 3 Packet Pg. 77 of 314 Item 7 Item 7 Staff Report departments. Funding for future years will be subject to City Council approval through the annual budget process. The current cost for administration of City of Palo Alto's ESA, TSA and COBRA benefit, adjusted to account for projected population and enrollment changes is $32,000 annually; the new recommended contract maintains this annual cost for current services. Additional $4,000 in annual cost for the Lifestyle Benefit will be incorporated into this contract, as this is a new service. STAKEHOLDER ENGAGEMENT As a benefit service provider, employees will continue to interact with the current provider, providing a smooth continuity of services. Implementation of new services will be coordinated with partners such as Administrative Services and other to align business practices and ensure both continuity and opportunities for improvement in current processes. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by CEQA because approval of this contract for benefit administration services is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5). ATTACHMENTS Attachment A: Navia Benefits Solutions Inc., Contract C25191563. APPROVED BY: Sandra Blanch, Human Resources Director Item 7: Staff Report Pg. 4 Packet Pg. 78 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 CITY OF PALO ALTO CONTRACT NO. C25191563 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND NAVIA BENEFIT SOLUTIONS, INC. This Agreement for Professional Services (this "Agreement") is entered into as of the 25th day of November, 2024 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and NAVIA BENEFIT SOLUTIONS, INC., a Washington Corporation, located at 600 Naches Ave. SW, Renton WA 98057 ("CONSULTANT"). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to contract for overall administration of Flexible Spending Account (FSA), Transportation Spending Account (TSA), Lifestyle Plan and Consolidate Omnibus Budget Reconciliation Act (COBRA) administration services (the "Project") and desires to engage a consultant to perform these 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 January 1, 2025 through December 30, 2029 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 Professional Services Rev. Jan 29, 2024 Page 1 of 35 Item 7: Staff Report Pg. 5 Packet Pg. 79 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 this Agreement and in accordance with the schedule set forth in Exhibit B, entitle LE 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 Seventy - Nine Thousand Seven Hundred Thirty Dollars ($179,730.00) for the term of the Five year contract. 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. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT's schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY's Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 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 Professional Services Rev. Jan 29, 2024 Page 2 of 35 Item 7: Staff Report Pg. 6 Packet Pg. 80 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 errors and omissions, any change order markup costs, or costs arising from Gelay caused y 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. ® 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 listed under the following hyperlink, which may be updated from time to time. https://www.naviabenefits.com/vendor-list/ 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. Professional Services Rev. Jan 29, 2024 Page 3 of 35 Item 7: Staff Report Pg. 7 Packet Pg. 81 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign lneo ivnesse mail: tmiesse@naviabenefits.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 Tarandeep Mann, Human Resources Department, Benefits Division, 250 Hamilton AvenuePalo Alto, CA, zipcode: 94301, Telephone: (650) 329-2574. 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 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. Professional Services Rev. Jan 29, 2024 Page 4 of 35 Item 7: Staff Report Pg. 8 Packet Pg. 82 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 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 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, Professional Services Rev. Jan 29, 2024 Page 5 of 35 Item 7: Staff Report Pg. 9 Packet Pg. 83 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 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). 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 Professional Services Rev. Jan 29, 2024 Page 6 of 35 Item 7: Staff Report Pg. 10 Packet Pg. 84 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 CONSULTANT recited on the first page ol tills 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. 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 Professional Services Rev. Jan 29, 2024 Page 7 of 35 Item 7: Staff Report Pg. 11 Packet Pg. 85 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 waste reduction, reuse, recycling and disposal requirements of CITY's Zero as e rogram. ero 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 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 Professional Services Rev. Jan 29, 2024 Page 8 of 35 Item 7: Staff Report Pg. 12 Packet Pg. 86 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA 1773.3(j). Item 7 Attachment A - Navia Contract, C25191563 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 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 Professional Services Rev. Jan 29, 2024 Page 9 of 35 Item 7: Staff Report Pg. 13 Packet Pg. 87 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 the security of its systems or unauthorized disclosure of, or access to, Confi ential Intormation 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. 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. Professional Services Rev. Jan 29, 2024 Page 10 of 35 Item 7: Staff Report Pg. 14 Packet Pg. 88 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 29.8. All section headings contained in this Agreement are iior 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 ® EXHIBIT E: NAVIA BUSINESS ASSOCIATE AGREEMENT ® EXHIBIT F: CCPA COMPLIANCE THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Professional Services Rev. Jan 29, 2024 Page 11 of 35 Item 7: Staff Report Pg. 15 Packet Pg. 89 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 CONTRACT No. C25191563 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 NAVIA BENEFIT SOLUTIONS, INC. Officer 1 By: DocuSigned by: E,lF693183C39C401 -t , Qif" . Name: Hilarie Aitken Title: CEO Officer 2 By: Signed by: " LIc►'�� SG�tur SD68861 FC1B7482... Name: Craig Sandifer Title: CFO Professional Services Rev. Jan 29, 2024 Page 12 of 35 Item 7: Staff Report Pg. 16 Packet Pg. 90 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 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. BENEFIT PLAN SERVICE SCHEDULE Employer has established one or more of the following Benefit Plans (the "Plan" or "Plans") for purposes of providing benefits administration and/or reimbursement of certain eligible expenses incurred by Covered Individuals: • Cafeteria Plan Document and Forms • Health Flexible Spending Arrangement and Dependent Care Flexible Spending Arrangement • Health Reimbursement Arrangements • Section 132 Transportation and Parking Plan • Code Section 223 Health Savings Account In addition Employer may offer one or more of the following other Plans for purposes of complying with applicable laws or providing additional benefits. • Wellness Plan Federal COBRA Administration Direct Billing or Retiree Billing Administration Article I. Standard Benefit Plan Services 1.1. Employer is solely responsible for the operation and maintenance of the Plans. It is Employer's sole responsibility and duty to ensure that each Plan complies with the applicable laws and regulations, and Navia's provision of Services under this Agreement does not relieve Employer of this obligation. 1.2. If applicable to the particular Plan, Navia will provide Navia's standard plan document, summary plan description, and forms to be used by Employer as a template for creating the governing documents for the Plan(s). Such standard documents and forms have been prepared in accordance with the standard of care set forth in the Agreement but are general in nature and do not take into consideration facts and circumstances specific to Employer and Employer's Plans. Consequently, Navia makes no warranties and representations that such documents and forms will comply with applicable law as they relate to the Plan(s). Navia is not responsible for making any changes or amending the documents. It is Employer's responsibility to review the documents Professional Services Rev. Jan 29, 2024 Page 13 of 35 Item 7: Staff Report Pg. 17 Packet Pg. 91 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 and ensure they conform to the facts and circumstances specific to Employer anu me Ylans, and ensure the documents comply with applicable laws. Employer shall also make such documents available to Covered Individuals as required by law. 1.3. Employer will provide to Navia timely, accurate and complete information relating to the Covered Individuals and the Plans as is necessary for Navia to satisfy its obligations hereunder. Employer will provide such information in a format identified by Navia. In the event that information is not timely reported or verified, and in the event that there are disbursements made by Navia that would not have been made if the occurrence had been reported on the same day of each such occurrence, then Employer shall be responsible for such disbursements and shall reimburse Navia therefore upon request by Navia. Employer shall be responsible for accurate Participant payroll deductions, reporting of deductions, and W-2 reporting. Employer understands and agrees that Navia may rely on all information provided to it by Covered Individuals and/or Employer in accordance with this Agreement as true and accurate without further verification or investigation by Navia. Navia shall not be responsible and shall be held harmless for the receipt of inaccurate and/or incomplete information or data files. Navia shall not be responsible for any delays in providing services under this Agreement and any financial or adverse consequences due to the receipt of the inaccurate and/or incomplete information or data files or for Employer's failure to send data files. 1.4 If applicable to the Plan(s), Navia will make enrollment kits (describing the benefit), enrollment forms, online enrollment specification files, and claim forms available on the Website and/or to Employer for distribution to Covered Individuals. Navia is only obligated to process claims submitted to Navia in accordance with the instructions set forth on Navia's claim forms. Navia will process claims in accordance with applicable law, its standard operating procedures, and the terms of the Plan to the extent that such terms are provided to Navia and are consistent with Navia's standard operating procedures. Navia may also provide claims submission capabilities via online and through a smart phone application for certain Plans. If Navia denies a request for reimbursement, Navia will review the 1st level appeal. If the Plan provides for 2 levels of appeal Employer will be responsible for the final determination. Employer shall be the fiduciary and Plan Administrator of the Benefits Plans and shall be responsible for interpreting the Plans, its provisions, terms and conditions and make any and all determinations as to eligibility, appeal, and change in status events, as applicable. 1.5 In the event that a Covered Employee is reimbursed less than is otherwise required by the Plans, Navia will promptly adjust the underpayment to the extent that Employer has satisfied its funding obligations as set forth herein. If it is discovered that a Covered Employee was overpaid, or the Covered Employee fails to substantiate an Electronic Payment Card Transaction as required by applicable rules and regulations, Navia will make reasonable attempts to request repayment of overpaid or unsubstantiated Electronic Payment Card claims or offset the ineligible payment against any claims for future eligible expenses in accordance with applicable rules and regulations. If the Covered Employee fails to repay or offset, Navia will notify Employer upon Employer's written request for such report or data. Employer is responsible for taking any additional action permitted or required by law (e.g., including such amounts in income or garnishing wages consistent with applicable laws). Navia shall have no obligation to request repayment or offset to the extent such overpayment is a result of Employer's acts or omissions, such payments were authorized by Employer or Employer has failed to satisfy its funding obligations. Professional Services Rev. Jan 29, 2024 Page 14 of 35 Item 7: Staff Report Pg. 18 Packet Pg. 92 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 1.6 The specific funding requirements are set forth in each Schedule. Generally, Employer shall make sufficient funds from its general assets available to pay benefits under the Plan(s). Employer shall grant Navia withdrawal authority over the account sufficient to enable it to pay benefits. If at any time the amount of benefits payable under the Plan exceeds the amount in the account Employer shall transfer an amount necessary to the account to fulfill its funding obligations under the applicable Plan(s). Navia may suspend processing all benefit payments, electronic payment cards, and any other reimbursements, and distributions in the event Employer fails make sufficient funds from its general assets available to pay benefits under the Plan(s) and/or fails to fund the Plan(s) according to the relevant Schedule. Navia shall not be responsible or liable for the funding of claims for benefits under any Plan. If at any time Navia has paid out more in benefits than received in funding (based upon either individual Covered Employee accounts or the Plan(s) aggregate balance) Employer shall deliver to Navia an amount equal to that deficit upon Navia's written request. If such funding is not received within two (2) days Navia may suspend all Services including but not limited to suspension of Electronic Payment Cards and benefit reimbursements. 1.7 If relevant to the Plan(s), Navia shall provide on -site enrollment meetings and attendance at benefits fairs, as reasonably requested by Employer, for the Fee and costs set forth in the Schedule. 1.8 Navia shall provide customer support weekdays, 5 a.m. to 5 p.m. Pacific Time, excluding holidays. 1.9 Navia will conduct Nondiscrimination Testing ("NDT") required under the Code for the attached Schedules. Navia will provide Employer with a Request for Information ("RFI") form requesting the data necessary to complete the NDT. Within a reasonable amount of time after receipt of the requested information, Navia will provide test results, which will be based solely on the information provided by Employer and/or information maintained by Navia in accordance with the Schedule. Such test results are not intended as legal or tax advice and shall not be relied upon as legal or tax advice. Navia is under no obligation to advise Employer regarding specific corrective measures beyond providing the test results. 1.10 Employer may review reports summarizing the Plan via the Website. Employer is responsible for reviewing the reports submitted by Navia and notifying Navia of any errors of which it is aware within a reasonable period of time after reviewing them. Article II. Electronic Payment Card Services 2.1. If applicable to the Plan(s) selected in the attached Schedule(s), at Employer's request and payment of all applicable Fees, the Card Services Provider may make an Electronic Payment Card available to Covered Individuals through which eligible expenses may be paid in accordance with the following terms: 2.2. Covered Employees or Employer shall provide to Navia a valid email address for each Covered Employee requesting an Electronic Payment Card. Professional Services Rev. Jan 29, 2024 Page 15 of 35 Item 7: Staff Report Pg. 19 Packet Pg. 93 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 2.2.1. The Card Services Provider will issue an Electronic Payment Card to eadn uara Recipient within thirty (30) days of Navia's receipt of the Covered Employee's enrollment data or the Covered Employee's online, electronic mail or form request. Employer understands and acknowledges that the Card Services Provider issues Electronic Payment Cards based solely on the information provided by Employer. Navia and the Card Services Provider have no obligation to verify or confirm that Card Recipients are Covered Individuals. 2.2.2. Card Recipients must agree to use the Electronic Payment Card in accordance with the terms of the Cardholder Agreement that accompanies the Electronic Payment Card. The Electronic Payment Card will be deactivated if the Covered Individual fails to use the Electronic Payment Card in accordance with the Cardholder Agreement or as otherwise required by applicable law. 2.2.3. The Electronic Payment Card may be used by Card Recipients to pay for eligible expenses (as defined by applicable law and the applicable Plan to the extent consistent with Navia's standard operating procedures) in accordance with the applicable rules and regulations. 2.2.4. Navia will require substantiation of expenses paid with the Electronic Payment Card in accordance with the requirements set forth in the Code and/or other applicable guidance. The Electronic Payment Card will be deactivated if the Card Recipient fails to provide the requested substantiation in a timely manner as determined by Navia in accordance with Federal guidelines. 2.2.5. All Cards will be deactivated on the date this Agreement is terminated, the date that Employer fails to satisfy its funding obligations as set forth herein, the date Employer files for bankruptcy and/or as necessary to prevent fraud or abuse (as determined by Navia). 2.2.6. A Fee of $5 will be assessed for lost, stolen, replaced, or additional Electronic Payment Card(s). The Fee may be deducted from the Covered Individual's benefit. HEALTH FLEXIBLE SPENDING ARRANGEMENT ("HEALTH FSA") AND DEPENDENT CARE FLEXIBLE SPENDING ARRANGEMENT ("DAY CARE FSA") SCHEDULE BENEFIT PLAN SERVICE SCHEDULE(S) AND FEES This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement. As part of the Services, Employer has asked Navia to assist it with Flexible Spending Arrangement ("FSA") administration as more particularly described in this Schedule below. RESPONSIBILITIES OF NAVIA 1.1. IMPLEMENTATION 1.1.1. Navia shall implement the Plan subject to the Plan Application and the direction and approval of Employer. Professional Services Rev. Jan 29, 2024 Page 16 of 35 Item 7: Staff Report Pg. 20 Packet Pg. 94 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 1.2. PLAN PROCESSING AND ADMINISTRATION Navia shall: 1.2.1. Provide claim reimbursements by check or direct deposit. Such claim reimbursements will be issued within two (2) Business Days after the later of: (1) the scheduled processing date; (2) the date Employer reconciles the Eligibility and Payroll Deduction Report ("EDR") or submits an approved payroll report; or (3) the receipt of funds as required in the funding section. 1.2.2. Provide notification of online availability of the EDR, Disbursement, and Year -to -Date report. 1.2.3. Provide annual year-end report within ninety (90) days after the Plan's claims Run -Out Period has expired. 1.2.4. Perform claims adjudication, including verification of date, service, and cost of service. 1.3. PLAN DESIGN OPTIONS 1.3.1. If Employer provides for the Grace Period under IRS Notice 2005-42 (the "Grace Period") Navia shall process claims against the prior Plan Year for services incurred through the 15th day of the third month following the end of the Plan Year. If applicable, apply any residual balance of Grace Period claims against the current Plan Year benefit. 1.3.2. If Employer provides for Carryover Administration under IRS Notice 2013-71 (the "Carryover") Navia shall: 1.3.2.1. Carry over the lesser of the balance in the Health FSA as of the Carryover Date or $500, from the previous year into the immediately following Health FSA Plan Year. The "Carryover Date" shall mean the date on or about the 15th day after the last day of the Run -Out Period. The "Balance" shall mean Health FSA Plan Year election less disbursements of the Health FSA. 1.3.2.2. Reduce the prior year Health FSA election according to the amount of the Carryover. 1.3.2.3. Establish a Health FSA election for Covered Employees with Carryover amounts that failed to enroll in the Health FSA in the immediately following Health FSA Plan Year. Monthly participant Fees shall apply as of the Carryover Date. 1.3.2.4. Adjudicate and process claims against the carryover amount after the Carryover Date. Upon request, Navia shall apply claims incurred in the immediately following year against unused amounts in the prior year before the Carryover Date. Such adjustments shall be subject to a Fee of $65.00 per adjustment. 2. RESPONSIBILITIES OF EMPLOYER 2.1. IMPLEMENTATION 2.1.1. Employer shall timely provide the Plan Application and any other information reasonably necessary for Navia to satisfy its obligations hereunder. 2.2. REPORTING 2.2.1. Employer shall submit an approved payroll file or reconcile the EDR against payroll deductions for each processing date through the Website. If Employer cannot or does not perform this responsibility, Navia may charge $65.00 per reconciled report. If Employer fails to provide the approved payroll file or reconcile the EDR for more than forty-five (45) days from the pay date deduction Navia may suspend claim processing. Professional Services Rev. Jan 29, 2024 Page 17 of 35 Item 7: Staff Report Pg. 21 Packet Pg. 95 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 2.3. FUNDING 2.3.1. Employer dollars equal to the amount of Covered Employee deductions are due ten (10) Business Days after the pay date deduction. In the event funding is not received within ten (10) days of the scheduled reimbursement date Navia may suspend claim processing. GONAVIA SECTION 132 TRANSPORTATION AND PARKING PLAN SCHEDULE This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement. As part of the Services Employer has asked Navia to assist it with Transportation and Parking Plan administration (the "Plan") as more particularly described in this Schedule below. 1. RESPONSIBILITIES OF NAVIA 1.1. IMPLEMENTATION Navia shall: 1.1.1. Implement the Plan subject to the Plan Application and the direction and approval of Employer 1.1.2. Design, prepare, and deliver Eligible Employee sign-up instructions and Plan communications. 1.2. REPORTING Navia shall: 1.2.1. Provide format for Initial Eligibility File and the Changes Only File. Initial Eligibility File shall mean the file format sent at implementation of the Plan by Navia to Employer for Employer to populate with the Eligible Employee census data. The Changes Only File shall mean the file format sent by Navia to Employer for Employer to populate with only those newly Eligible Employees, terminated employees, and any Eligible Employee with updated census data. 1.2.2. Provide Initial Payroll Deduction Report on the 21st of each month and Final Payroll Deduction Report on the second Business Day after providing the Initial Payroll Deduction Report. The Initial Payroll Deduction Report shall mean the report detailing funds ordered, adjustments, and, if applicable, any Employer subsidy as of 11:59 PST on the 20th of the month. The Final Payroll Deduction Report shall mean the Initial Payroll Deduction Report as amended by Employer for that month. 1.3. PLAN DESIGN OPTIONS - PAY ME DIRECTLY If selected on the Plan Application, Navia shall provide optional Pay Me Directly administration for some or all Qualified Transportation Benefits as defined in the Internal Revenue Code Section 132. The Pay Me Directly Plan shall mean an optional program whereby Navia issues reimbursements directly to Eligible Employees in the form of direct deposit or checks for Qualified Transportation Benefits. 2. RESPONSIBILITIES OF EMPLOYER 2.1. IMPLEMENTATION 2.1.1. Employer shall timely provide the Plan Application and any other information reasonably Professional Services Rev. Jan 29, 2024 Page 18 of 35 Item 7: Staff Report Pg. 22 Packet Pg. 96 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 necessary for Navia to satisfy its obligations hereunder. 2.2. REPORTING Employer Shall: 2.2.1. Provide the Initial Eligibility File forty-five (45) days prior to the effective date of the Plan. Each month thereafter Employer shall provide the Changes Only File by the fifth (5th) of the month. If Employer fails to provide the Changes Only File by the fifth (5th) of the month Navia will use the current Eligible Employee data. 2.2.2. Send corrections and adjustments to the Initial Payroll Deduction Report (including newly ineligible employees) to commuter@naviabenefits.com by noon PST of the second (2nd) Business Day after Navia sends the Initial Payroll Deduction Report. Verbal corrections and adjustments will not be accepted. 2.2.3. Report all new Eligible Employees, changes in Eligible Employee information, terminations, and leaves -of -absence, on the same day of such. Employer shall not terminate employees by exclusion from the Changes Only File. Any employee termination, leave -of - absence, and newly ineligible employees occurring between 11:59 PST on the 20th of the month and the second (2nd) Business Day after receiving the Initial Payroll Deduction Report shall be reported as provided in this section. 2.3. FUNDING 2.3.1. Employer shall authorize Navia to direct debit for amounts listed in the Final Payroll Deduction Report. Navia shall initiate direct debit of Employer's checking or savings account on the third (3rd) Business Day after Navia sends the Initial Payroll Deduction Report. CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985 ("COBRA") SCHEDULE Employer has independently concluded that one or more of its plans that provide medical care ("Health Plans") are subject to the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), as subsequently amended. Consequently, Employer is required to perform certain acts in order to comply with COBRA. This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined by COBRA or as set forth in the Agreement. As part of the Services, Navia will provide COBRA -related administrative assistance (the "COBRA Administration") for designated Health Plans communicated in writing to Navia and as more particularly described in this Schedule below. 1. RESPONSIBILITIES OF NAVIA 1.1. Navia shall implement the COBRA Administration subject to the Plan Application and the direction and approval of Employer 1.2. Navia will distribute its standard COBRA General Notice by first class mail or other permitted distribution method to the last known address of each Eligible Employee and, when required by applicable law, the spouse or dependent as soon as reasonably possible but no later Professional Services Rev. Jan 29, 2024 Page 19 of 35 Item 7: Staff Report Pg. 23 Packet Pg. 97 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, 025191563 than fourteen (14) days after receiving the information necessary to complete anu senG a COBRA General Notice from Employer. Navia will distribute its standard COBRA Specific Rights Notice and COBRA Election Form by first class mail or other permitted distribution method to the last known address of the Qualified Beneficiary as soon as reasonably possible but no later than fourteen (14) days after receiving the information necessary to complete the COBRA Election Form from Employer, or where applicable, from the Qualified Beneficiary. 1.3. Navia has no obligation to resend any COBRA General Notices, COBRA Specific Rights Notice, COBRA Election Forms, late payment reminders, termination notifications, or any other form, document, or communication that is returned undeliverable. 1.4. If Navia receives notice from a Qualified Beneficiary that a qualifying event has occurred or a Qualified Beneficiary has been determined to be disabled by the Social Security Administration, and such Qualified Beneficiary is not eligible for COBRA for any reason, Navia will send a notice of ineligibility by first class mail as soon as reasonably possible but no later than fourteen (14) days after receiving notice from such Qualified Beneficiary. 1.5. Navia will process the COBRA Election Forms submitted by Qualified Beneficiaries in accordance with applicable law and Employer's instructions. Employer is responsible for providing all information not otherwise required to be provided by the Qualified Beneficiary that Navia reasonably believes is necessary to process COBRA Election Forms. 1.6. Upon Employer's written request, Navia will send an open enrollment materials and open enrollment election form to the last known address of the Qualified Beneficiary to the extent Employer has provided the information necessary to complete and distribute the open enrollment election form. Upon Employer's written request, Navia will also process any mid -year changes in elections in accordance with Employer's Health Plan Document and applicable law. 1.7. Navia will notify the Qualified Beneficiary of the COBRA premium and the applicable due dates, as determined by Employer and the applicable due dates. s 1.8. Navia will collect premiums from Qualified Beneficiaries (or third parties on behalf of Qualified Beneficiaries where applicable). All premiums collected by Navia in accordance with this Schedule will be deposited into a separate account for the use of paying premiums established for such purpose at a financial institution of Navia's choosing. Any interest generated on such account shall belong to Navia as reasonable compensation under this arrangement. Navia may use such funds for any legal purpose including, but not limited to, to offset any fees of the financial institution with respect to such account. To the extent that such interest (after deducting applicable fees) is not in excess of LIBOR plus 2 -percent, Navia shall be entitled to retain such interest. Navia will return interest earned in excess of these permissible amounts to the Employer and the Employer agrees that it will use such amounts in accordance with applicable laws, including but not limited to ERISA when applicable. Premium payments collected by Navia shall at all times be the property of the Employer, and, notwithstanding any terms herein to the contrary, shall be held by Navia acting on behalf of the Employer, except that Navia shall be entitled to retain any interest earned on such payments as well as the 2% surcharge administrative fee paid by such COBRA QB. Navia will send to Employer all premiums collected in accordance with this Schedule, reduced by a 2% administration Fee, by the 20th day following the end of month in which the premiums were collected. Alternatively, Navia will Professional Services Rev. Jan 29, 2024 Page 20 of 35 Item 7: Staff Report Pg. 24 Packet Pg. 98 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 remit collected premiums to appropriate third parties as directed in the New an e p or upon prior written amendment or prior written instruction from Employer. Navia is not responsible for paying the balance of the carrier invoice. Navia shall remit premiums collected but is not responsible for any failure of payment of carrier invoice for premiums not collected. 1.9. Navia will send a notice by first class mail to the last known address of the Qualified Beneficiary indicating that COBRA coverage is terminating or has terminated. The notice of termination will be sent as soon as reasonably possible but no later than a reasonable amount of time after COBRA coverage has ended. 1.10. Navia will provide responses to inquiries by providers and/or insurance Carriers regarding coverage status of Qualified Beneficiaries. All responses will be based solely on the information provided by Employer and maintained by Navia in accordance with this Schedule. 1.11. Navia will provide Employer with monthly remittance reports (an itemized status report of Qualified Beneficiaries). Employer is responsible for reviewing the report posted by Navia and notifying Navia of any errors of which it is aware within fourteen days of the report being posted. Navia is not responsible for any errors due the Employer's failure to review reports within the required timeframe. 1.12. Navia has no responsibility for the payment or reimbursement of health care claims. 1.13. Navia may deposit all COBRA premiums it receives in a bank account from which Navia shall remit payments to the Employer as required or permitted under this Agreement. Navia will maintain an accounting of the premiums in the bank account that are allocable to the Employer, adjusted for the remittances and for the reduction for fees. 1.14. The scope of Navia's Services as it relates COBRA includes Qualified Beneficiaries who are receiving COBRA coverage at the Effective Date of this Agreement, Qualified Beneficiaries in their election period that have already received a specific rights notice, Qualified Beneficiaries who have experienced a qualifying event in the thirty days prior to the Effective Date, as well as Qualified Beneficiaries who experience Qualifying Events on or after the Effective Date of this Agreement. 2. RESPONSIBILITIES OF EMPLOYER 2.1. Employer shall timely provide the Plan Application and any other information necessary for Navia to satisfy its obligations hereunder. 2.2. Employer shall notify all relevant Carriers that Navia is the COBRA administrator before the effective date of the COBRA Administration. 2.3. It is Employer's sole responsibility to reconcile the Carrier invoice with the remittance report provided by Navia within thirty 30 days of receipt. Any errors resulting from the failure to do so will be the sole responsibility of Employer. 2.4. Employer will provide the required notice data to Navia within 30 days of the date of COBRA Qualifying Event that is due to: Professional Services Rev. Jan 29, 2024 Page 21 of 35 Item 7: Staff Report Pg. 25 Packet Pg. 99 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 2.4.1. Divorce or legal separation. 2.4.2. Child reaching the limiting age. 2.4.3. Termination of an employee's employment. 2.4.4. Reduction in an employee's hours that results in a loss of coverage under the Health Plan. 2.4.5. Employee's death; or 2.4.6. Employee's entitlement to Medicare that results in a loss of coverage under the Health Plan for the employee's spouse or dependent child. 2.4.7. Knowledge of second qualifying event, notice of disability determination and notice of change in disability status. 2.4.8. If Employer does not provide Navia the complete required notice data until after the 30 - day period expires, Navia will provide the Qualified Beneficiaries their Specific Rights Notice within fourteen (14) days after receiving the data, but subject to the following condition: if a Qualified Beneficiary timely elects COBRA, Employer will have sole responsibility (a) for any adverse consequences (including, for example, a Carrier's refusal to provide coverage or a stop - loss insurer's refusal to reimburse claims because the Carrier or insurer deems Employer to have provided untimely notice under COBRA) and (b) for ensuring the availability of continuation coverage to the Qualified Beneficiary for the maximum coverage period under COBRA. 2.5. Employer will notify Navia, in writing, of the premium rates and will do so at least forty- five (45) days before their effective date. If Employer notifies Navia of new premium rates less than forty-five (45) days before their effective date, Navia may defer implementing the new premium rates to the first day of the first month that occurs more than forty-five (45) days after Employer's notification to Navia. In the event Employer fails to timely report new premium rates to Navia, Employer shall be liable for any resulting consequences, including, but not limited to, funding any premium shortfall, reinstating coverage, or other negative consequence. 2.6. If the Carrier requires premium rate payment information within a specific timeframe, it is Employer's responsibility to independently obtain the information from the Website and to provide it to the Carrier. 2.7. Employer will promptly notify Navia in writing when Employer becomes aware of address changes of its employees, their spouses, and/or dependent children who are receiving continuation coverage. Navia shall not be responsible for any consequences caused by Employer's failure to promptly notify Navia up address changes. 2.8. Employer will promptly notify Navia in writing if it becomes aware that a Qualified Beneficiary who is receiving continuation coverage: 2.8.1. has become entitled to Medicare; 2.8.2. has become covered by another Employer's group Health Plan; 2.8.3. has been determined to be disabled by the Social Security Administration; 2.8.4. has been determined to be no longer disabled by the Social Security Administration; 2.8.5. has become divorced or legally separated; or 2.8.6. no longer is a dependent child according to the terms of the Health Plan. 2.9. Employer will promptly notify Navia in writing when the Employer is no longer subject to COBRA. Professional Services Rev. Jan 29, 2024 Page 22 of 35 Item 7: Staff Report Pg. 26 Packet Pg. 100 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 2.10. Employer has the responsibility to pay, or to cause to be paid, all excise taxes required under Internal Revenue Code section 4980B, as and when required, and to file, or to cause to be filed, IRS Form 8928, as and when required. LIFESTYLE PLAN ADMINISTRATION SCHEDULE Navia will assist Employer with Lifestyle Plan administration as more particularly described in this Schedule below. RESPONSIBILITIES OF NAVIA 1.1. IMPLEMENTATION 1.1.1. Implement the Plan subject to the Plan Application and the direction and approval of Employer. 1.1.2. Prepare a Lifestyle Communication to Employer for review. A "Lifestyle Communication" shall mean a communication that describes the Plan Year, benefit amount, eligible expenses, claims process, Run -Out Period, and other necessary Plan design features as determined by Employer and communicated to Navia. 1.2. PLAN PROCESSING AND ADMINISTRATION Navia shall: 1.2.1. Provide claim reimbursements by check or direct deposit. Such claim reimbursements will be issued within two (2) Business Days after the later of: (1) the scheduled processing date; (2) the date Employer reconciles the Eligibility and Payroll Deduction Report ("EDR") or submits an approved payroll report; or (3) the receipt of funds as required in the funding section. 1.2.2. Provide notification of availability of disbursement and year-to-date report to Employer on each reimbursement processing date. 2. RESPONSIBILITIES OF EMPLOYER 2.1. IMPLEMENTATION It is the intention of Employer to timely provide the Plan Application and any other information reasonably necessary for Navia to satisfy its obligations hereunder. 2.2. PLAN COMPLIANCE 2.2.1. It is the intention of Employer to provide a Lifestyle Plan that is not subject to COBRA, HIPAA, or ERISA and that the benefit will be provided on a post -tax basis; 2.2.2. In the event Employer designs a Lifestyle Plan subject to COBRA, HIPAA, ERISA, Lifestyle rules, the ADA, and/or IRS Code section 105 then Employer will ensure compliance with such applicable laws, pay any applicable Fees, and file any required tax or governmental returns, including, but not limited to, the 5500 or any applicable schedules. Professional Services Rev. Jan 29, 2024 Page 23 of 35 Item 7: Staff Report Pg. 27 Packet Pg. 101 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 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 1. 2. 3. 4. 5. 6. 7. E:J 9 TPA Assigned Employer welcome packet sent to City Initial conference call scheduled Initial conference call held Rate information sent to Consultant Census date sent to Navia Carrier contact information sent to Navia Welcome letters sent to all pending participants; welcome letters & coupons sent to all enrolled Final census wit paid -through dates and 10. Payments of overpayments (advanced 11. COBRA team introduction/online COBRA noticing 12. COBRA online system training 13. Monthly COBRA activity reports sent to client Completion Number of Days (as specified below) from NTP Within 10 days Within 10 days Within 14 days 20 days after Begin Date 45 days prior to effect date of contract 40 days prior to effect date of contract 30 days prior to effect date of contract 30 days prior to effect date of contract 15 days after effective date of contract 15 days after effective date of contract 20 days after effective date of contract 45 days after effective date of contract 10th day of each month Professional Services Rev. Jan 29, 2024 Page 24 of 35 Item 7: Staff Report Pg. 28 Packet Pg. 102 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated 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. 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. Professional Services Rev. Jan 29, 2024 Page 25 of 35 Item 7: Staff Report Pg. 29 Packet Pg. 103 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT'S schedule of rates is as follows: COBRA: $0.44 Per Employee Per Month Estimate of 1200 employees $5 per manual entry for COBRA Estimate of 500 separations over the length of contract Annual Fee: $250 Notices $3 per notice. Estimate 100 notice over the length of contract Commuter $3 Per Participant Per Month Monthly Minimum - $25.00 Estimate of 100 employees FSA $3.50 Per Participant Per Month Estimate of 500 employees Lifestyle Program $2.20 Per Participant Per Month Estimate 150 employees Professional Services Rev. Jan 29, 2024 Page 26 of 35 Item 7: Staff Report Pg. 30 Packet Pg. 104 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 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 C()MPT.TANCF. WITH CITY'S TNSTTRANCF. RFOTTTRFMFNTS AS SPECIFIED HFRFTN_ MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY STATUTORY STATUTORY YES EMPLOYER'S LIABILITY STATUTORY YES GENERAL LIABILITY, INCLUDING BODILY INJURY $1,000,000 $1,000,000 PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, - EACH OCCURRENCE $1,000,000 $1,000,000 INCLUDING ALL OWNED, HIRED, PROPERTY DAMAGE $1,000,000 $1,000,000 NON -OWNED BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN ALL DAMAGES $1,000,000 APPLICABLE), AND NEGLIGENT PERFORMANCE 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 AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT(c ,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. Professional Services Rev. Jan 29, 2024 Page 27 of 35 Item 7: Staff Report Pg. 31 Packet Pg. 105 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 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 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(a1 CITYOFPALOALTO.ORG Professional Services Rev. Jan 29, 2024 Page 28 of 35 Item 7: Staff Report Pg. 32 Packet Pg. 106 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 EXHIBIT E BUSINESS ASSOCIATE AGREEMENT This Exhibit is incorporated into and made part of the Agreement. The responsibilities of the Parties set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls. This Exhibit is intended to comply with the Business Associate Agreement provisions set forth in 45 CFR § § 164.314 and 164.504(e), and any other applicable provisions of 45 CFR parts 160 and 164, issued pursuant to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 as amended, including by the Health Information Technology for Economic & Clinical Health Act of the American Recovery and Reinvestment Act of 2009 ('ARRA"), (collectively "HIPAA"). Navia recognizes that in the performance of Services under the Agreement it may have access to, create, and/or receive from the Benefit Plan(s) or on its behalf Protected Health Information ("PHI'). For purposes herein, PHI shall have the meaning given to such term in 45 CFR § 164.103, limited to the information created or received from the Benefit Plan(s) or on its behalf by Navia. Whenever used in this Exhibit A other capitalized terms shall have the respective meaning set forth below or in the Agreement, unless a different meaning shall be clearly required by the context. In addition, other capitalized terms used in this Exhibit A but not defined herein or in the Agreement, shall have the same meaning as those terms are defined under HIPAA. This Exhibit shall be automatically amended to incorporate changes by Congressional act or by regulations of the Secretary that affect Business Associate or Covered Entity's obligations under this Exhibit. 1. Definitions 1.1. Breach. "Breach" shall have the same meaning as the term "breach" in 45 CFR 164.402. 1.2. Business Associate. "Business Associate" shall mean Navia Benefit Solutions, Inc. ("Navia"). 1.3. Covered Entity. "Covered Entity" shall mean the Benefit Plan(s). 1.4. Electronic Protected Health Information. "Electronic Protected Health Information" ("ePHI") shall have the same meaning as the term "electronic Protected Health Information" in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity. 1.5. HHS. "HHS" shall mean the Department of Health and Human Services. 1.6. HIPAA. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996. 1.7. HITECH. "HITECH" shall mean the Health Information Technology for Economic and Clinical Health Act. 1.8. Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). 1.9. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. 1.10. Protected Health Information. "Protected Health Information" ("PHI") shall have the same meaning as the term "protected health information" in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity. 1.11. Required by Law. "Required by Law" shall have the same meaning as the term "Required by Law" in 45 CFR 164.103. Professional Services Rev. Jan 29, 2024 Page 29 of 35 Item 7: Staff Report Pg. 33 Packet Pg. 107 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia 1.12. Contract, C25191563 Secretary. "Secretary" shall mean the U.S. Secretary of the Department oi i-ieaitn an Human Services or his or her designee. 1.13. Security Incident. "Security Incident" shall have the same meaning as the term "security incident" in 45 CFR 164.304. 1.14. Security Rule. "Security Rule" shall mean the Security Standards and Implementation Specifications at 45 CFR Part 160 and Part 164, subparts A and C. 1.15. Standards for Electronic Transactions Rule. "Standards for Electronic Transactions Rule" means the final regulations issued by HHS concerning standard transactions and code sets under the Administration Simplification provisions of HIPAA, 45 CFR Part 160 and Part 162. 1.16. Subcontractor. "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 CFR 160.103. 1.17. Unsecured Protected Health Information. "Unsecured Protected Health Information" shall have the same meaning given the term "unsecured protected health information" in 45 CFR 164.402. 2. Obligations and Activities of Business Associate 2.1. Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law. 2.2. Business Associate agrees to take reasonable efforts to limit its use and disclosure of, and requests for, PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request. The foregoing minimum necessary standard does not apply to: 1) disclosures or requests by a health care provider for treatment purposes; (2) disclosures to the Individual who is the subject of the information; (3) uses or disclosures made pursuant to an Individual's authorization; (4) uses or disclosures required for compliance with HIPAA; (5) disclosures to HHS when disclosure of information is required under the Privacy Rule for enforcement purposes; (6) uses or disclosures that are required by other law. 2.3. Business Associate agrees to develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy of PHI and comply with applicable requirements under the Security Rule. 2.4. Business Associate shall notify Covered Entity of any Breach of Unsecured PHI of which it becomes aware. Such notice shall include, to the extent possible, the information listed in Section 2.6. A Breach shall be treated as discovered as of the first day on which such Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the individual committing the Breach, who is an employee, officer, or other agent of Business Associate. 2.5. Notice shall be made without unreasonable delay and in no case later than sixty (60) calendar days after the discovery of a Breach by Business Associate. 2.6. Notice of a Breach shall include, to the extent possible the following: 2.6.1. Identification of each individual whose Unsecured PHI has been or is reasonably believed to have been accessed, acquired, used, or disclosed as a result of the breach. 2.6.2. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known. 2.6.3. A description of the types of Unsecured PHI that were involved in the Breach (such as full name, Social Security number, date of birth, home address, or account number). 2.6.4. The steps Individuals should take to protect themselves from potential harm resulting from the Breach. 2.6.5. A brief description of any action taken to investigate the Breach, mitigate losses, and to protect against any further Breaches. Professional Services Rev. Jan 29, 2024 Page 30 of 35 Item 7: Staff Report Pg. 34 Packet Pg. 108 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA 2.7. 2.9 Pall] 2.11 2.12. Item 7 Attachment A - Navia Contract, C25191563 2.6.6. Contact procedures for Individuals to ask questions or learn auumonai information, which shall include a toll -free telephone number, an e-mail address, web site, or postal address. If a law enforcement official determines that a notification or notice would impede a criminal investigation or cause damage to national security, such notification, notice or posting shall be delayed in accordance with 45 CFR 164.412. Upon Covered Entity's request, Business Associate will provide notice of Breach to the Individual(s) affected and such notice shall include, to the extent possible, the information listed in 2.6., unless, upon occurrence of a Breach, Covered Entity requests to disseminate or Business Associate and Covered Entity agree that Covered Entity will disseminate the notice(s). Any notice provided by Covered Entity to the Individual(s) shall comply with the content requirements listed in section 2.6., as well as any requirements provided under HIPAA, HITECH, and other applicable government guidance. Any notice required to be provided to HHS will be provided by Covered Entity. Business Associate agrees to report to Covered Entity any Use or Disclosure of PHI not provided for by this Exhibit and/or any Security Incident of which it becomes aware, provided that notice is hereby deemed given for Unsuccessful Security Incidents and no further notice of such Unsuccessful Security Incidents shall be given. For purposes of this Section, "Unsuccessful Security Incidents" mean, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log -on attempts, denial of service attacks, and any combination of the above, as long as no such incident results in unauthorized access, acquisition, Use, or Disclosure of Protected Health Information. Notification(s) under this Section, if any, will be delivered to contacts identified by the Employer by any means Business Associate selects, including through e-mail. Business Associate's obligation to report under this Section is not and will not be construed as an acknowledgement by Business Associate of any fault or liability with respect to any Use, Disclosure, or Security Incident. Business Associate shall require each of its subcontractors, agents, or brokers, that creates, receives, maintains, or transmits PHI on behalf of Covered Entity to enter into a written agreement with Business Associate that provides satisfactory assurances that the subcontractor will appropriately safeguard that information, including without limitation the subcontractor's agreement to be bound by the same restrictions and conditions that apply to Business Associate with respect to such information. Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI relating to the use and disclosure of PHI available to the Secretary, within ten (10) Business Days after receipt of written request or otherwise as designated by the Secretary for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule Business Associate agrees to document disclosures of PHI and information related to such disclosures as required for Covered Entity to respond to a written request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate will not be obligated to record disclosures of PHI or otherwise account for disclosures of PHI if neither Covered Entity nor Business Associate is required to account for such disclosures pursuant to the Privacy Rule. Business Associate agrees to provide to Covered Entity or, upon Covered Entity's request, to an Individual, within ten (10) Business Days after receipt of written request, information collected in accordance with Section 2.10 of this Exhibit, in order to permit Covered Entity to respond to a written request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate agrees to provide access, at the request of Covered Entity and within ten (10) Business Days after receipt of written request, to PHI in the custody Professional Services Rev. Jan 29, 2024 Page 31 of 35 Item 7: Staff Report Pg. 35 Packet Pg. 109 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 and control of Business Associate in a Designated Record Set, to verea tnmy or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. If PHI is maintained in a Designated Record Set electronically, and an electronic copy of such PHI is requested, Business Associate will provide an electronic copy in the form and format requested if it is readily producible in such form and format. If it is not readily producible in such format, Business Associate will work with the Covered Entity or, at the Covered Entity's request, the individual to determine an alternative form and format that enable Covered Entity to meet its electronic access obligations under 45 CFR 164.524. 2.13. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set in the custody or control of Business Associate within ten (10) Business Days after receiving written request from the Covered Entity or, upon Covered Entity's request, as requested in writing by an Individual pursuant to 45 CFR 164.526. 2.14. In the event that Business Associate transmits or receives any Covered Electronic Transaction on behalf of the Covered Entity, it shall comply with all applicable provisions of the Standards for Electronic Transactions Rule to the extent Required by Law, and shall ensure that any subcontractors or agents that assist Business Associate in conducting Covered Electronic Transactions on behalf of the Covered Entity agree in writing to comply with the Standards for Electronic Transactions Rule to the extent Required by Law. 2.15. Business Associate shall not directly or indirectly receive payment in exchange for any PHI of an Individual unless Covered Entity or Business Associate received a valid authorization from the Individual, in accordance with 45 CFR 164.508, unless permitted under the HIPAA rules. 2.16. Business Associate shall not use PHI for marketing purposes without a valid authorization from the affected Individuals, unless such communication is permitted under the HIPAA rules 2.17. Business Associate shall not use or disclose genetic information for underwriting purposes in violation of the HIPAA rules. Permitted Uses and Disclosures by Business Associate 3.1. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity related to the Administrative Services Agreement between Business Associate and Covered Entity. 3.2. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that such disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instance of which it is aware in which the confidentially of the information has been Breached. 3.3. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). 3.4. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. 3.5. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 164.502(j)(1). Professional Services Rev. Jan 29, 2024 Page 32 of 35 Item 7: Staff Report Pg. 36 Packet Pg. 110 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F1 01 D97DA Item 7 Attachment A - Navia Contract, C25191563 3.6. Except as expressly permitted by this Agreement, Business Associate use r disclose PHI in any manner that would violate the requirements of the Privacy Rule if done by Covered Entity. 4. Obligations of Covered Entity and Employer 4.1. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI. 4.2. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 4.3. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. 4.4. Employer acknowledges and agrees that Business Associate may disclose PHI in its possession to Employer's workforce as necessary to administer the Plan(s). Employer shall timely notify Business Associate in writing or through Business Associate's online portal of any terminations or changes of such employees. 5. Permissible Requests by Covered Entity 5.1. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity, except for uses or disclosures for the purposes of data aggregation, management, and administrative activities of Business Associate. 6. Miscellaneous 6.1. It is agreed that due to the manner in which PHI is retained and the retention requirements of the Internal Revenue Service, returning or destroying all of the PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, is infeasible. Therefore, Business Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. Professional Services Rev. Jan 29, 2024 Page 33 of 35 Item 7: Staff Report Pg. 37 Packet Pg. 111 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 EXHIBIT F THE CALIFORNIA PRIVACY RIGHTS ACT OF 2020 SERVICE PROVIDER AGREEMENT The Exhibit sets out Navia's service provider obligations under the California Privacy Rights Act of 2020 ("CPRA"). Effective January 1, 2023, business must impose written contractual obligations on service providers that process certain personal information. This Exhibit shall be incorporated into and be made part of the Agreement only in the event Navia receives Personal Information from or on behalf of the Employer (hereinafter "Client"). The responsibilities of the Parties set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls. This Exhibit governs how Navia processes Client Personal Information (as defined below) in connection with Navia's services to Client. Navia agrees to process Client Personal Information according to the following provisions: 1. Definitions: (a) "Business Purpose" means the use of Client Personal Information for Client's and Navia's operational purposes in connection with Navia's services to Client that are consistent with the obligations under the CCPA, including: i. Debugging to identify and repair errors that impair existing intended functionality; ii. Short-term, transient use; iii. Performing services on behalf of Client, including maintaining or servicing benefits, providing customer service, processing or fulfilling transactions, verifying customer information, processing payments, providing analytic services, providing storage, or providing similar services on behalf of Client; iv. Undertaking internal research; and v. Undertaking activities to verify, maintain, and improve the quality of Client's and/or Navia's services. (b) "Client Personal Information" means all personal information (as defined in the CCPA) that Navia collects or processes from or on behalf of Client in connection with providing services to Client. Client Personal Information does not include: i. Medical information governed by the Confidentiality of Medical Information Act (Part 2.6 (commencing with Section 56) of Division 1); or ii. Protected health information that is collected by a covered entity or business associate governed by the privacy, security, and breach notification rules issued by the United States Department of Health and Human Services, Parts 160 and 164 of Title 45 of the Code of Federal Regulations, established pursuant to the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) and the Health Information Technology for Economic and Clinical Health Act (Public Law 111-5). (c) "Navia Subprocessor" means any natural or legal person that assists Navia in processing Client Personal Information on behalf of Client. Professional Services Rev. Jan 29, 2024 Page 34 of 35 Item 7: Staff Report Pg. 38 Packet Pg. 112 of 314 Docusign Envelope ID: 4DB41 C13-1 C75-487C-BFAA-D84F101 D97DA Item 7 Attachment A - Navia Contract, C25191563 2. Disclosure Limited to Business Purposes. Client is disclosing, and Navia will process, Client Personal Information only for Business Purposes. 3. Navia Obligations: (a) CCPA compliance. Navia will process Client Personal Information in compliance with the CCPA. Navia shall notify Client if Navia makes a determination that it can no longer meet its processing obligations under the CCPA. (b) No sale or sharing. Navia will not "sell" or "share" (as defined under the CPRA) Client Personal Information. (c) Direct business relationship. Navia will not retain, use, disclose or otherwise Process Client Personal Information outside of its direct business relationship with Client, except as expressly permitted by applicable law. (d) No other purposes. Navia will not retain, use, or disclose Client Personal Information for any commercial or other purpose other than Business Purposes, except as expressly permitted by applicable laws. (e) No personal information combinations. Navia will not combine Client Personal Information with personal information that Navia receives from, or on behalf of, other persons, or collects from its own interaction with a consumer, except as expressly permitted by applicable law. (f) Subprocessors. Navia shall bind Navia Subprocessors by written contracts that comply with applicable law. Navia may engage Navia Subprocessors and provide notice to Client upon Client's written request. (g) Consumer rights requests. Navia will provide clients with commercially reasonable support to handle requests made by their employees pursuant to the CCPA. (h) Security measures. Navia shall implement reasonable security procedures and practices appropriate to the nature of Client Personal Information to protect Client Personal Information from unauthorized or illegal access, destruction, use, or modification. Facility Audit Rights: Navia also will provide you with support in the event you seek an inspection of our facilities, subject to reasonable time, place, and manner limitations and to your entering a reasonable written confidentiality agreement, and in exchange for a reasonable fee. All other audits will be performed in accordance with Section 15 (Audits) of this Agreement. Professional Services Rev. Jan 29, 2024 Page 35 of 35 Item 7: Staff Report Pg. 39 Packet Pg. 113 of 314 Item 8 Item 8 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: December 2, 2024 Report #:2410-3609 TITLE Approval of Professional Services Contract No. C25193007 with Watry Design, Inc. in the Amount of $2,403,592 to Provide Design, Environmental Review, and Construction Administration Services for the New Downtown Parking Garage, Capital Improvement Program Project (PE -15007); CEQA Status: Not a Project RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract No. C25193007 with Watry Design, Inc. for design, environmental review, and construction administration services for the New Downtown Parking Garage Capital Improvement Program project (PE -15007) for a term of three years and a total not -to -exceed amount of $2,403,592, including $2,185,084 for basic services and $218,508 for additional services. BACKGROUND The Downtown Parking Garage project was originally identified in the Council's 2014 Infrastructure Plan (along with the California Avenue Garage). The initial design and environmental review for a six -level garage on the surface parking lot at Hamilton Avenue and Waverley Street (Lot D) were prepared by Watry Design, Inc. (Watry) in 2017-18. The Council certified the Environmental Impact Review and approved the planning application for the project in February 2019 but elected to shelve the project in order to evaluate other parking management strategies and options'. In December 2023, the Council directed Staff to resume work on the Downtown Parking Garage project in connection with the development of affordable housing on this site. 2 'city Council, February 11, 2019; SR #9263 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=80584 z City Council, December 11, 2023; Item #8; SR #2309-2043 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82569 Item 8: Staff Report Pg. 1 Packet Pg. 114 of 314 Item 8 Item 8 Staff Report ANALYSIS Watry's extensive involvement in the Downtown Parking Garage project since 2016, along with their proven expertise in designing other City of Palo Alto parking structures, makes them the ideal choice for redeveloping and advancing the project's design. Watry has a deep understanding of local regulations and project needs, ensuring both cost and time efficiency. Staff has emphasized the importance of leveraging Watry's prior work to reduce costs and avoid delays, citing their familiarity with the project, design continuity, and established relationships with consultants. In November 2024, the City Manager approved an exemption to competitive solicitation for design services with Watry Design, Inc. under PAMC Section 2.30.360(b). Watry Design, Inc. Scope of Services The contract with Watry Design, Inc. (Attachment A) outlines their services including conceptual designs, schematic designs, revised environmental documents, design development packages, construction documents, and construction support for a new above -ground Downtown Parking Garage at the existing surface parking Lot D. Watry will develop preliminary design options that include space for a future residential component to align with the City's housing development goals. The full design of the residential component is not included in their proposal and will be reserved for a future developer to design and construct. Staff will present conceptual options to the Council for approval before proceeding with schematic design and environmental review. While an Environmental Impact Report was certified, staff anticipates an addendum will be necessary to update the environmental document. Watry will present the new garage to the Architectural Review Board (ARB), Planning and Transportation Commission (PTC), and City Council as needed during the schematic design and design development phases. Additionally, Watry will provide construction cost estimates at the completion of the schematic design, design development, and construction document phases. FISCAL/RESOURCE IMPACT Funding for this contract is available in the Fiscal Year 2025 Adopted Capital Budget for the New Downtown Parking Garage project (PE -15007). The project will require additional funding sources, such as bonds, to support the construction of the garage. STAKEHOLDER ENGAGEMENT Staff will engage stakeholders for feedback through the design development process. Item 8: Staff Report Pg. 2 Packet Pg. 115 of 314 Item 8 Item 8 Staff Report Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) because the proposed contract is a preliminary agreement that does not constitute approval of the New Downtown Parking Garage project. The proposed contract includes additional environmental review of the Environmental Impact Report previously prepared for the Downtown Parking Garage certified by the Council on February 11, 2019, by adoption of Resolution No. 9818.3 That Environmental Impact Report will need to be revised based on City Council's approval of the concept design and further schematic design development. ATTACHMENTS Attachment A: Watry Design Inc., Contract No. C25193007 APPROVED BY: Brad Eggleston, Director Public Works/City Engineer 3 Resolution No. 9818, February 11, 2019 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=54056 Item 8: Staff Report Pg. 3 Packet Pg. 116 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 CITY OF PALO ALTO CONTRACT NO. C25193007 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND WATRY DESIGN, INC. This Agreement for Professional Services (this "Agreement") is entered into as of the 2nd day of December, 2024 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and WATRY DESIGN, INC., a California corporation, located at 2099 Gateway Place, Suite 550, San Jose, CA 95110 ("CONSULTANT"). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to redevelop the Downtown Parking Garage (the "Project") and desires to engage a consultant to provide Design Services for the New Downtown Parking Garage 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 effective date of this agreement through December 31, 2027 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. Professional Services Rev. Oct 16,2024 Page 1 of 36 Item 8: Staff Report Pg. 4 Packet Pg. 117 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. CITY's agreement to extend the term or the schedule for performance shall nc., CoC25193007 ery of damages for delay if the extension is required due to the fault of CONSU . 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 Two Million One Hundred Eighty -Five Thousand Eighty -Four Dollars ($2,185,084). 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 Two Hundred Eighteen Thousand Five Hundred Eight Dollars ($218,508) 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 Two Million Four Hundred Three Thousand Five Hundred Ninety -Two Dollars ($2,403,592), as detailed in Exhibit C. "Additional Services" means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY's Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled "PROFESSIONAL SERVICES TASK ORDER". Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY's Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter -signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. Professional Services Rev. Oct 16,2024 Page 2 of 36 Item 8: Staff Report Pg. 5 Packet Pg. 118 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. CONSULTANT shall only be compensated for Additional Service Cnc., Co 07 an authorized Task Order and only up to the maximum amount of compensation set tortfor Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT's schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY's Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 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 Professional Services Rev. Oct 16,2024 Page 3 of 36 Item 8: Staff Report Pg. 6 Packet Pg. 119 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. approved recommendations, and revise the design to meet the Project budge nc., CoC25193007 ost 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. ❑ 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: Professional Services Rev. Oct 16,2024 Page 4 of 36 Item 8: Staff Report Pg. 7 Packet Pg. 120 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 o BKF — Civil Engineering o Cornerstone - Geotechnical o Donnelly Design — Graphics & Signage o The Engineering Enterprise - Electrical o Hayes Group — Design Architect o List Engineering — M/P/FP o Mack 5 — Cost Estimating o Merrill Morris — Landscape Architect o WSP - Environmental 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 Derek Beaudoin 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 Gloria Yu, Public Works Department, Engineering Division, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: 650-329-2484. 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 Professional Services Rev. Oct 16,2024 Page 5 of 36 Item 8: Staff Report Pg. 8 Packet Pg. 121 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. suitability of the work product for use in or application to circumstances no Cnc., Co 07 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. ® [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT's proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. ❑ [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall 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. Professional Services Rev. Oct 16,2024 Page 6 of 36 Item 8: Staff Report Pg. 9 Packet Pg. 122 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. 16.3. The acceptance of CONSULTANT's Services and du nc., CoC25193007 not operate as a waiver of the right of indemnification. The provisions of this Section i snail 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 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. Professional Services Rev. Oct 16,2024 Page 7 of 36 Item 8: Staff Report Pg. 10 Packet Pg. 123 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 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). 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. Professional Services Rev. Oct 16,2024 Page 8 of 36 Item 8: Staff Report Pg. 11 Packet Pg. 124 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 CONSULTANT shall provide written notice to CITY of any criange ot aggress. 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. 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 Professional Services Rev. Oct 16,2024 Page 9 of 36 Item 8: Staff Report Pg. 12 Packet Pg. 125 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. Preferred Purchasing policies which are available at CITY's Purchasing nc., CoC25193007 eby incorporated by reference and as amended from time to time. CONSULTA I shah 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 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: Professional Services Rev. Oct 16,2024 Page 10 of 36 Item 8: Staff Report Pg. 13 Packet Pg. 126 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. (1) is not a public works contract; 025193007 (2) is for a public works construction project of $25,000 or less, per Lalitornia 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). OR ❑ 26.1. This Project is subject to prevailing wages and related requirements as a "public works" under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the CITY's Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled "DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS", for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 27, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled "Claims for Public Contract Code Section 9204 Public Works Projects". ® This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled "Claims for Public Contract Code Section 9204 Public Works Projects". OR Professional Services Rev. Oct 16,2024 Page 11 of 36 Item 8: Staff Report Pg. 14 Packet Pg. 127 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. ❑ This Project is not a 9204 Public Works Project. C25193007 SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY'S Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT's obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. "Confidential Information" means all data, information (including without limitation "Personal Information" about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT's possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY Professional Services Rev. Oct 16,2024 Page 12 of 36 Item 8: Staff Report Pg. 15 Packet Pg. 128 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. and nothing contained in this Agreement grants or confers any rights nc., CoC25193007 tial 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. 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. Professional Services Rev. Oct 16,2024 Page 13 of 36 Item 8: Staff Report Pg. 16 Packet Pg. 129 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Co ntract ontract No. 29.9. This Agreement may be signed in multiple count nc., CoC25193007 hen 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 A -I PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C -I: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Professional Services Rev. Oct 16,2024 Page 14 of 36 Item 8: Staff Report Pg. 17 Packet Pg. 130 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. CONTRACT No. C25193007 C25193007 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 WATRY DESIGN, INC. Officer 1 Signed by: SS PVt,S4 t Vt By• F7emn�nzFnanna Jess McInerney, President Name: CEO Title: Officer 2, -Signed by: Vowud, I,�.'tr SI B\J'J R7R2FF(:RFSF('dR0 David LOCoco, Treasurer Name: Director of Parking Design - Treasurer Title: Professional Services Rev. Oct 16,2024 Page 15 of 36 Item 8: Staff Report Pg. 18 Packet Pg. 131 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. EXHIBIT A 025193007 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. Task 1 Concept Design CONSULTANT to present 3 options to PWE and once approved by PWE, to City Council for them to determine which option to move forward with into Schematic Design. Watry — Architect / Structural 1.1 Attend virtual design review meetings with City staff— assume 12 total 1.2 Attend virtual meetings with design team — assume 12 total 1.3 Attend meetings with City staff and affordable housing developers — assume 2 total 1.4 Study (3) options for preliminary review with City staff and City Council: • Base Option: "Waverley Residential" • Option #1: "Maximum Parking" (no residential component) • Option #2: "Dogleg Residential" 1.5 For each option, perform a conceptual level Architectural Code Analysis, including exiting, travel distance, and openness. 1.6 For each option, prepare preliminary lateral analysis to determine seismic system requirements. 1.7 For each option, review cost estimates and provide necessary information to assist with pricing. 1.8 Deliverables will include (for each option): • Parking Level Plans with stall layout and vertical circulation cores • Typical Level Framing Plan • Exterior Elevations • Building Cross Sections mack5 — Cost Estimating 1.9 Prepare detailed cost estimate and update as necessary 1.10 Deliverables will include (for each option): • Conceptual Design Cost Estimate List Engineering — Mechanical, Plumbing, Fire Protection (M/P/FP) 1.11 Attend virtual meetings with design team — assume 12 total 1.12 Attend virtual meetings with City staff and affordable housing developers — assume 2 total 1.13 For each option, perform a conceptual level Mechanical Code Analysis. 1.14 For each option, review cost estimates and provide necessary information to assist with pricing. 1.15 Deliverables will include (for each option): Professional Services Rev. Oct 16,2024 Page 16 of 36 Item 8: Staff Report Pg. 19 Packet Pg. 132 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. • PDF Markup of Architectural Floor Plans denoting room allocations 025193007 BKF - Civil 1.16 Site visit to verify no substantial changes to existing conditions compared to the 2016 survey 1.17 Review and provide feedback on site constraints and opportunities on 3 options provided by the Architect 1.18 ARB permit support 1.19 Attend virtual meetings and coordinate with Design Team and City, not more than 30 hours 1.20 Deliverables will include (for each option): Existing Civil Site Plan Proposed Civil Site Plan Merrill Morris — Landscape Architect 1.21 Attend virtual design review meetings with City staff— assume 1 1.22 Attend virtual meetings with design team — assume 6 1.23 Develop plans that conceptually indicate pavements, site furniture, and planting locations 1.24 Deliverables will include (for each option): Illustrative Plans, Elevations, and Sections Haves Group — Design Architect 1.25 Attend virtual design review meetings with City stuff— assume 6 total 1.26 Attend virtual meetings with design team — assume 6 total 1.27 Attend meetings with City staff and affordable housing developers — assume 2 total 1.28 Review zoning and building code requirements relating to the three options. 1.29 Working from existing design drawings, develop unit yield studies and design concepts (up to 2 each) for the three options including elevator and stair requirements for the residential options. Options will be presented in 3 dimensional diagrams and drawings. 1.30 Review and coordinate project requirements with consultants for conceptual integration of systems. 1.31 Assist Watry Design with review of conceptual pricing prepared by others. 1.32 Prepare presentation for meeting with staff to review design, incorporate comments and feedback 1.33 Deliverables will include: City Council Presentation Task 2 Schematic Design CONSULTANT to present to Architectural Review Board (ARB). Watry — Architect / Structural 2.1 Attend virtual design review meetings with City staff— assume 12 total 2.2 Attend virtual meetings with design team — assume 12 total 2.3 Attend ARB, Planning, and Transportation Council related meetings — assume 12 total 2.4 Prepare and maintain project design schedule 2.5 Perform preliminary openness calculations. 2.6 Coordinate with City staff and design architect to determine allowance for public art. 2.7 Develop preliminary ADA exiting and drainage coordination design. 2.8 Coordinate parking structure design with adjacent uses and overall site layout. 2.9 Prepare calculations to determine sizes of typical columns, slabs, beams, and footings. 2.10 Refine lateral analysis model to further develop the seismic force resisting system. 2.11 Provide structural criteria for the Geotechnical Engineer and collaborate with the Geotechnical Engineer to determine the most appropriate foundation system. 2.12 Develop outline specifications (Table of Contents listing specifications to be developed with responsibility matrix). 2.13 Review cost estimates and provide necessary information to assist with pricing. 2.14 Deliverables will include: Basis of Design (BOD) document: Letter will include design assumptions for the following elements: parking geometries, stair/elevator layout, facade intent, access and revenue control, parking guidance system., seismic system, gravity system, foundation system Parking Level Plans with stall layout, ADA/EV parking, vertical circulation cores, etc. Foundation Plan Professional Services Rev. Oct 16,2024 Page 17 of 36 Item 8: Staff Report Pg. 20 Packet Pg. 133 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. • Framing Plans 025193007 • Exterior Elevations • Building Cross Sections • Outline Specifications Cornerstone — Geotechnical 2.15 Review the 2017 geotechnical report and perform supplemental engineering analysis to update recommendations per the 2022 CBC. 2.16 Attend virtual meetings with design team 2.17 Deliverables will include: • Supplemental letter presenting supplemental recommendations mack5 — Cost Estimating 2.18 Prepare detailed cost estimate and update as necessary 2.19 Deliverables will include: Schematic Design Cost Estimate Donnelly — Graphics & Signage 2.20 Attend virtual meetings with design team — assume 3 total 2.21 Review plans to understand existing and planned conditions 2.22 Review cost estimates and provide necessary information to assist with pricing. 2.23 Develop schematic design concepts for primary garage identification including vertical circulation cores 2.24 Deliverables will include: Plans and Details Outline Specifications List Engineering — M/P/FP 2.25 Attend virtual design review meetings with City staff— assume 2 total 2.26 Attend virtual meetings with design team — assume 12 total. 2.27 Prepare calculations to determine AC requirements, rain water drainage requirements and fire pump preliminary sizing. 2.28 Complete the Basis of Design report. 2.29 Develop outline specifications (Table of Contents listing specifications to be developed with responsibility matrix). 2.30 Review cost estimates and provide necessary information to assist with pricing. 2.31 Deliverables will include: Basis of Design (BOD) document M/P/FP Plans Outline Specifications The Enterprise Engineering (TEE) - Electrical and Low Voltage Design 2.32 Attend virtual design review meetings with City staff— assume 2 total 2.33 Attend virtual meetings with design team — assume 12 total 2.34 Review the program requirements developed by the Owner and Architect for the development of the Schematic Design Package. 2.35 Prepare our own analysis of the electrical systems as related to the program requirements and offer recommendations. 2.36 Prepare conceptual design descriptions of alternative electrical systems that will reduce costs and/or improve performance. 2.37 Attend virtual meetings (same as item 2.1 above) with the design team and Owner to obtain and coordinate information related to the electrical systems and site utilities to develop the Schematic Design package. Two (2) meetings have been included in this proposal. 2.38 Contact utility companies to begin coordination of incoming services. 2.39 Review cost estimates and provide necessary information to assist with pricing 2.40 Deliverables will include: Basis of Design (BOD) document. Professional Services Rev. Oct 16,2024 Page 18 of 36 Item 8: Staff Report Pg. 21 Packet Pg. 134 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Power and Low Voltage Single Line Riser Diagrams. Electrical and Low Voltage Room sizing Outline Specifications BKF — Civil 2.41 Attend virtual design review meetings with City staff— assume 6 total 2.42 Attend virtual meetings with design team — assume 12 total. 2.43 Review cost estimates and provide necessary information to assist with pricing. 2.44 Deliverables will include: • Existing Conditions Plan • Grading and Drainage Plan • Utility Plan • Stormwater Control Plan • Basis of Design Document • Outline Specifications Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 Merrill Morris — Landscape Architect 2.45 Attend virtual design review meetings with City staff— assume 1 2.46 Attend virtual meetings with design team — assume 4 2.47 Further develop plans that indicating pavement, site furniture, and planting locations 2.48 Review cost estimates and provide necessary information to assist with pricing 2.49 Deliverables will include: Basis of Design (BOD) Document Outline Specifications Planting, irrigation, paving and site material boards, and site plans Haves Group — Design Architect 2.50 Attend virtual design review meetings with City staff— assume 6 2.51 Attend virtual meetings with design team — assume 12 2.52 Attend ARB hearing to present the design — assume 2 2.53 Meet with City to confirm the one selected option and any necessary modifications coming out of the city council hearing. 2.54 Research design precedents and imagery for continued design and for presentation to City of Palo Alto. 2.55 Working from the original garage drawings, import building information into design software application for design studies. Design will be in either Sketchup or BIM model at our discretion. Prepare design studies based on the selected option including plans, elevations, building sections and 3D model that define the architectural concept identifying important aspects of design such as circulation, image, scale, proportions, form and preliminary materials, and colors for review with you. 2.56 Review zoning and building code regulations and confirm compliance design strategies. 2.57 Assist Watry Design in preparation of preliminary ARB planning application including drawings and applications and submit drawings through the online portal. This application can be limited to architectural drawings only. 2.58 Prepare for and attend, along with Watry Design, the DRC virtual meeting for review with city department and address city comments. 2.59 Prepare for and attend preliminary ARB hearing for presentation of the project. 2.60 Refine design based on ARB and staff comments and coordinate with Watry Design and consultants. 2.61 Review cost estimates and provide necessary information to assist with pricing 2.62 Deliverables will include: • Assist Watry Design in preparing planning application for formal submittal. This application will include all consultant's work. Prepare project description letter, photo realistic renderings, and materials board for submission. Fill out the Cal Green GB -1 form for planning application. One round of staff comments is included following formal submittal before application is deemed complete. WSP — Environmental (Task 2A) 2.63 Attend virtual meetings with City staff and design team — assume 3 Professional Services Rev. Oct 16,2024 Page 19 of 36 Item 8: Staff Report Pg. 22 Packet Pg. 135 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 2.64 Prepare CEQA project description 2.65 Prepare Draft Initial Study that will include an evaluation of the environmental reso C25193007 CEQA Guidelines Environmental Checklist. This will include the following: • discussion of existing conditions • Identification, analysis, and evaluation of potential environmental impacts relative to those previously disclosed in the 2019 EIR • Examination and recommendation of feasible mitigation measures to eliminate or minimize adverse environmental impacts 2.66 Deliverables will include: • Initial Study for City of Palo Alto review and comment Task 3 Design Development ARE, Planning, and Transportation Council approval to be completed before beginning this phase. Watry — Architect / Structural 3.1 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out. 3.2 Coordinate with consultants as needed to develop designs for all building systems, including civil, structural, mechanical, plumbing, electrical, lights, fire protection, security, emergency communications, and all site improvements and landscaping. 3.3 Coordinate (along with Civil and Electrical Engineer) with underground utility companies, City departments including CPAU for new utilities and relocations. 3.4 Attend virtual design review meetings with City staff— assume 8 total 3.5 Attend design review meetings with Public Arts Commission — assume 2 total 3.6 Attend virtual meetings with design team — assume 8 total 3.7 Update project design schedule 3.8 Coordinate ADA path of travel with preliminary drainage design. 3.9 Coordinate entry/exits with adjacent landscape and civil design. 3.10 Coordinate roof level drains with storm water treatment locations on -site. 3.11 Finalize lateral analysis for seismic force resisting system. 3.12 Prepare calculations to determine sizes for non -typical framing members. 3.13 Develop project specifications and coordinate with design team. 3.14 Further coordination with City staff and design architect for public art allowance (i.e. identifying in the drawings placeholder for public art either on the facade or at -grade) 3.15 Review cost estimates and provide necessary information to assist with pricing. 3.16 Deliverables will include (50% and 100% DD): • Parking Level Plans with stall layout, ADA/EV parking, vertical circulation cores, etc. • Enlarged Stair/Elevator Plans • Enlarged Sections • Exterior Elevations • Building Cross Sections • General Notes and General Details • Foundation Plan • Framing Plans • Preliminary Specifications mack5 — Cost Estimating 3.17 Prepare detailed cost estimate and update as necessary 3.18 Deliverables will include (50% and 100% DD): Design Development Cost Estimate Donnelly — Graphics & Signage 3.19 Attend virtual meetings with design team — assume 3 total 3.20 Develop additional schematic design concept explorations of primary sign elements. These design approaches will be based on the following architectural approaches developed by Watry. Professional Services Rev. Oct 16,2024 Page 20 of 36 Item 8: Staff Report Pg. 23 Packet Pg. 136 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 3.21 Prepare preliminary programming, including wayfmding analysis drawings, sign lo schedules. C25193007 3.22 Review cost estimate and provide necessary information to assist with pricing 3.23 Deliverables will include (50% and 100% DD): Plans and Details Preliminary Specifications List Engineering — M/P/FP 3.24 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out. 3.25 Attend virtual meetings with design team — assume 8 total 3.26 Attend virtual design review meetings with City staff— assume 4 total 3.27 Update project design schedule 3.28 Coordinate roof level drains with storm water treatment locations on -site. 3.29 Prepare AC and storm drainage calculations. 3.30 Develop project specifications and coordinate with design team. 3.31 Review cost estimates and provide necessary information to assist with pricing. 3.32 Deliverables will include (50% and 100% DD): M/P/FP Plans and riser diagrams General Notes and General Details Preliminary Specifications TEE - Electrical and Low Voltage Desien 3.33 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out. 3.34 Attend virtual meetings with design team — assume 8 total 3.35 Attend virtual design review meetings with City staff— assume 4 total 3.36 Consult with inspection authorities to determine special code requirements. 3.37 Interface with other consultants to coordinate design of electrical systems with other building system requirements and/or features. 3.38 Obtain information from other consultants concerning electrical load requirements for equipment covered under their Divisions. 3.39 Coordinate space requirements with Architect for electrical and telecommunication rooms. 3.40 Layout electrical equipment to ensure that space allocated is sufficient. 3.41 Review lighting design requirements with the Architect and incorporate layout into our drawings. 3.42 Prepare an outline specification for electrical systems. 3.43 Preparation of preliminary, in-house calculations to verify Title 24 energy compliance (Title 24 documentation will not be issued as a part of the DD package). 3.44 Prepare drawings to include the following: 3.45 Site electrical plan. 3.46 Electrical room layout plans. 3.47 Review cost estimates and provide necessary information to assist with pricing 3.48 Deliverables will include (50% and 100% DD): • Power and Low Voltage Plans • Lighting Plans • Electrical Schedules • Power and Low Voltage Single Line diagrams • Site Electrical Plan • Enlarged Electrical Room Plans • Preliminary Specifications BKF — Civil 3.49 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out. 3.50 Attend virtual meetings with design team — assume 8 total 3.51 Attend virtual design review meetings with City staff— assume 4 total Professional Services Rev. Oct 16,2024 Page 21 of 36 Item 8: Staff Report Pg. 24 Packet Pg. 137 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 3.52 Review existing traffic signal system, including field visit and as-builts and record assume to be provided by the City. Will prepare preliminary traffic signal plan at th C25193007 identified during the previous ARB review: Hamilton Ave/Waverley St and Hamilton Ave/Gilman St. It is assumed the associated modifications and improvements are limited to areas immediately adjacent to the project frontage and the areas near and around the new controller cabinet located previously. 3.53 Review cost estimates and provide necessary information to assist with pricing 3.54 Work with design team, including Landscape Architect, to provide site improvements that will be in compliance with C.3 storm water treatment regulations. 3.55 Deliverables will include (50% and 100% DD): • Existing Conditions Plan • Demolition Plan • Horizontal Control Plan • Typical Street Cross Sections • Site Grading & Drainage Plan • Utility Plan • Stormwater Control Plan • Preliminary Traffic Signal Plan • Preliminary Specifications Merrill Morris — Landscape Architect 3.56 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out. 3.57 Attend virtual meetings with design team — assume 8 total 3.58 Attend virtual design review meetings with City staff— assume 4 total 3.59 Further develop plans that indicating pavement, site furniture, and planting locations 3.60 Review cost estimates and provide necessary information to assist with pricing 3.61 Work with design team, including Civil Engineer, to provide site improvements that will be in compliance with C.3 storm water treatment regulations. 3.62 Deliverables will include (50% and 100% DD): • Paving, Site Furniture, Planting and Irrigation Legends, Plans & Details • Preliminary Specifications • Updated Arborist Report Hayes Group —Design Architect 3.63 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out. 3.64 Attend virtual meetings with design team — assume 8 total 3.65 Attend virtual design review meetings with City staff— assume 4 total 3.66 Coordinate critical exterior face design details and provide review of Watry Design's exterior drawings. 3.67 Review cost estimates and provide necessary information to assist with pricing 3.68 Deliverables will include (50% and 100% DD): Bluebeam markups for coordination WSP — Environmental (Task 2A) 3.69 Attend virtual meetings with City staff and design team — assume 2 3.70 Attend in person meetings with Planning and Transportation Commission hearings — assume 2 3.71 Attend in person meeting with City Council for certification of the EIR — assume 1 3.72 Prepare an Addendum to the 2019 EIR. This will include the following: Updated Mitigation Monitoring and Reporting Plan (MMRP) in a matrix format to ensure compliance with environmental commitments, including recording each mitigation commitment and identifying how each commitment will be met. • Assist City in preparing all required notices (WDP assumes that City staff will be responsible for distribution of the Addendum, including submittal of the Notice of Determination (NOD) to the State Clearinghouse (WSP to file), local stakeholders and posting with the County Clerk, including payment of required fee's. 3.73 Deliverables will include: Professional Services Rev. Oct 16,2024 Page 22 of 36 Item 8: Staff Report Pg. 25 Packet Pg. 138 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. • Final IS / EIR Addendum / MMRP 025193007 Task 4 Construction Documents Watry — Architect / Structural 4.1 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.2 Attend virtual design review meetings with City staff— assume 12 total 4.3 Attend design review meetings with Public Arts commissions — assume 2 total 4.4 Attend virtual meetings with design team — assume 12 total 4.5 Update project design schedule 4.6 Validate solutions for parking structure design, such as: ramping, entries, parking space geometry, circulation, drive aisles, floor -to -floor height. 4.7 Finalize Architectural Code Analysis, including exiting, travel distance, and openness. 4.8 Finalize Foundation design coordination with Geotechnical requirements. 4.9 Designate on the Contract Documents all required Special Inspection and Testing 4.10 Review the effects of Secondary and Non -Structural elements on the Primary Structural system and design the Primary Structural System to accept and support such items. 4.11 Define all Delegated Design elements that are to be designed by Specialty Engineers. 4.12 Finalize structural calculations for the Primary Structural System to submit to the Governing Building Officials. 4.13 Finalize project specifications. 4.14 Finalize coordination with City staff and design architect for public art allowance. 4.15 Review cost estimates and provide necessary information to assist with pricing. 4.16 Deliverables will include: • Project Notes • Parking Level Plans with stall layout, ADA/EV parking, vertical circulation cores, etc. • Drainage Plans • Foundation, Slab -on -Grade, and Framing Plans • Exterior Elevations • Building Cross Sections • Enlarged Floor Plans and Enlarged Wall Sections • Architectural and Structural Details • Calculations • Specifications Cornerstone — Geotechnical 4.17 Attend virtual meetings with design team 4.18 Review drawings and specifications that are to be issued for Plan Check 4.19 Deliverables will include: Letter stating that the drawings issued for Plan Check are in conformance with the Geotechnical recommendations provided. mack5 — Cost Estimating 4.20 Prepare detailed cost estimate and update as necessary 4.21 Deliverables will include: Construction Documents Cost Estimate Donnelly —Graphics & Signage 4.22 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.23 Attend virtual design review meetings with City staff— assume 2 total 4.24 Attend virtual meetings with design team — assume 3 total 4.25 Develop fmal construction drawings for all sign types, including complete dimensioning, notations, construction, placement, and layout details for the base building sign package. 4.26 Do final coordination with the architect. 4.27 Develop fmal construction specifications and sign schedule. Professional Services Rev. Oct 16,2024 Page 23 of 36 Item 8: Staff Report Pg. 26 Packet Pg. 139 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 4.28 Review cost estimates and provide necessary information to assist with pricing 4.29 Deliverables will include: 025193007 • Plans and Details • Specifications List Engineering — M/P/FP 4.30 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.31 Attend virtual design review meetings with City staff— assume 2 total 4.32 Attend virtual meetings with design team — assume 12 total 4.33 Update project design schedule 4.34 Validate solutions for MPFP systems such as: AC requirements, fire pump room, sprinkler and standpipe layouts. 4.35 Finalize Mechanical, Plumbing and Fire Code Analysis. 4.36 Designate on the Contract Documents all required Special Inspection and Testing 4.37 Define all Delegated Design elements (fire protection). 4.38 Finalize project specifications. 4.39 Review cost estimates and provide necessary information to assist with pricing. 4.40 Deliverables will include: • Project Notes • M/P/FP plans and schedules • Calculations • Specifications TEE - Electrical and Low Voltage Design 4.41 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.42 Attend virtual design review meetings with City staff— assume 2 total 4.43 Attend virtual meetings with design team — assume 12 total 4.44 Final interface with other consultants to coordinate connection requirements. 4.45 Final coordination and verification of incoming service requirements with utility companies. 4.46 Prepare detailed construction specifications for electrical systems outlining materials and installation requirements. 4.47 Prepare Title 24 energy compliance documentation for electrical systems. 4.48 Review documents with inspection authorities as required. 4.49 Review cost estimates and provide necessary information to assist with pricing. 4.50 Deliverables will include: • Power and Low Voltage Plans • Lighting Plans • Electrical Schedules • Power and Low Voltage Single Line diagrams • Site Electrical Plan • Enlarged Electrical Room Plans • Electrical and Low Voltage Details • Title 24 Forms • Specifications BKF — Civil 4.51 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.52 Attend virtual design review meetings with City staff— assume 2 total 4.53 Attend virtual meetings with design team — assume 12 total 4.54 Provide detailed design of traffic signal modifications 4.55 Calgreen support 4.56 Storm and sanitary sewer analysis to confirm sizing of laterals. 4.57 Review cost estimates and provide necessary information to assist with pricing Professional Services Rev. Oct 16,2024 Page 24 of 36 Item 8: Staff Report Pg. 27 Packet Pg. 140 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 4.58 Deliverables will include: • Specifications • Calculations • Stormwater O&M Exhibits • Drawings for Grading/Building Permit (onsite) o Notes & Legend o Existing Conditions o Demolition Plan o Horizontal Control Plan o Grading Plan (1) o Utility Plan o Fire Flow Requirements & Hydrant Plan o Stormwater Control Plan o Construction Details o Sedimentation and Erosion Control Plan Drawings for Streetwork Permit (offsite) o Civil Cover Sheet O General Notes O Public Works Engineering Services Standard Conditions o Existing Conditions Plan o Demolition Plan o Site Plan with Signage & Striping o Grading & Drainage Plan o Utility Plan & Lateral Profiles o Erosion Control Plan& Details o Best Management Practices o Construction Details o Traffic Signal Modification Plans Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 Merrill Morris — Landscape Architect 4.59 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.60 Attend virtual design review meetings with City staff— assume 1 total 4.61 Attend virtual meetings with design team — assume 4 total 4.62 Further develop plans that indicating pavement, site furniture, and planting locations 4.63 Review cost estimates and provide necessary information to assist with pricing 4.64 Deliverables will include: Paving, Site Furniture, Planting and Irrigation Legends, Plans & Details Specifications Haves Group — Design Architect 4.65 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out. 4.66 Attend virtual meetings with design team — assume 2 4.67 Coordinate critical exterior face design details and provide review of Watry Design's exterior drawings. 4.68 Review cost estimates and provide necessary information to assist with pricing 4.69 Deliverables will include: Bluebeam markups for coordination Task 5 Permitting CONSULTANT and All Sub -Consultants (Except Haves, Mack 5 & WSP) 5.1 Attend virtual comment resolution meetings with City staff— assume 6 total 5.2 Attend virtual meetings with design team — assume 6 total 5.3 Review and respond to Governing Building Official's comments. Watry will track and manage spreadsheet of plan check comments. Professional Services Rev. Oct 16,2024 Page 25 of 36 Item 8: Staff Report Pg. 28 Packet Pg. 141 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 5.4 Prepare final permit package for approval by the Governing Building Official. 5.5 In general, the design team will be responsible for obtaining all permits or approval C25193007 ime the services are rendered. Anticipated permits include City Buildings Department, California Regional Water Quality Control Board, Santa Clara Valley Water District, City Utilities, and City Fire Department. Task 6 Bidding CONSULTANT and All Sub -Consultants (Exceut Haves. Mack 5 & WSP 6.1 Attend virtual meetings with design team and City staff— assume 4 total 6.2 Assist in response to bidder's inquiries. 6.3 Issue bid addendum's that include a cover page generally describing large changes. Changes will be shown with clouds and deltas. 6.4 Review and assist with contractor interviews and bid review Task 7 Construction Administration Watry — Architecture, Structural 7.1 Virtually attend weekly Owner/Architect/Contractor meetings to review construction progress. Assumed number of meetings is 52. 7.2 Review and respond to contractor change order requests. 7.3 Review submittals (these will be noted in the specifications) pertaining to items designed by Watry such as shop drawings, product data, samples and other data. Assumed number of submittals is 100. 7.4 Review submittals pertaining to Pre -Engineered Structural Elements specified by Watry and designed by Specialty Engineers. Review of Pre -Engineered Structural Elements shall be for the type, position, and connection to other elements within the Primary Structural System, and for criteria and loads used for their design. Assumed number of submittals is 10. 7.5 Review inspection reports from City and Special Inspectors. 7.6 Review post -tensioning elongation reports prior to trimming and capping of post -tensioned cables. 7.7 Review and respond to contractor Requests for Information (RFIs). 7.8 Issue Architectural Supplemental Information (ASI) as needed in coordination with all consultants. 7.9 Visit the project at appropriate intervals during construction to become generally familiar with the progress and quality of the contractor's work and to determine if the work is proceeding in general accordance with the Contract Documents prepared by Watry. Assumed number of structural teamsite visits is 12. Assumed number of architectural team site visits is 12. Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit. 7.10 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items. List Engineering — M/P/FP 7.11 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record "as -built" drawings. 7.12 Respond to field RFI's and prepare clarification instructions as needed. 7.13 Attend construction coordination meetings on an as-needed/as-requested basis. 7.14 Visit site periodically to verify compliance with construction documents. We have included (3) trips to the site. Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit. 7.15 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items. TEE - Electrical and Low Voltage Design 7.16 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record "as -built" drawings. 7.17 Respond to field RFI's and prepare clarification instructions as needed. 7.18 Attend construction coordination meetings on an as-needed/as-requested basis. 7.19 Visit site periodically to verify compliance with construction documents. We have included (3) trips to the site. 7.20 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items. BKF — Civil Professional Services Rev. Oct 16,2024 Page 26 of 36 Item 8: Staff Report Pg. 29 Packet Pg. 142 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 7.21 Review submittals (these will be noted in the specifications) such as shop drawings d "as -built" drawings. 025193007 7.22 Respond to field RFI's and prepare clarification instructions as needed. 7.23 Visit site periodically to verify compliance with construction documents. We have included (8) trips to the site. Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit. 7.24 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items. Merrill Morris — Landscape Architect 7.25 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record "as -built" drawings. 7.26 Respond to field RFI's and prepare clarification instructions as needed. 7.27 Attend construction coordination meetings on an as-needed/as-requested basis. 7.28 Visit site periodically to verify compliance with construction documents. We have included (3) trips to the site. Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit. 7.29 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items. Haves Group — Design Architect 7.30 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record "as -built" drawings. 7.31 Respond to field RFI's and prepare clarification instructions as needed. 7.32 Attend construction coordination meetings on an as-needed/as-requested basis. 7.33 Visit site periodically to verify compliance with construction documents. We have included (8) trips to the site. Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit. 7.34 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items. Task 8 Project Closeout Watry, BKF, Merrill Morris, List, TEE 8.1 Issue Record Drawings after receiving "As -Built" drawings from General Contractor. Drawings will be issued via pdf and Revit. 8.2 Visit the project with City staff before the warranty period expires (approximately 10 months) to review project status and advise City on warranty items that should be fixed. Professional Services Rev. Oct 16,2024 Page 27 of 36 Item 8: Staff Report Pg. 30 Packet Pg. 143 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. EXHIBIT A-1 025193007 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 1 below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) IA. MASTER AGREEMENT NO. (MAYBE SAME AS CONTRACT /P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $ 5. BUDGET CODE COST CENTER COST ELEMENT WBS/CIP PHASE 6. CITY PROJECT MANAGER'S NAME & DEPARTMENT: 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: • SERVICES AND DELIVERABLES TO BE PROVIDED • SCHEDULE OF PERFORMANCE • MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) • REIMBURSABLE EXPENSES, if any (with "not to exceed" amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY: Name Title Date I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: BY: Name Title Date Professional Services Rev. Oct 16,2024 Page 28 of 36 Item 8: Staff Report Pg. 31 Packet Pg. 144 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. EXHIBIT B 025193007 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. i Milestones Completion Number Weeks (as specified below) from NTP 1. Task 1 Concept Design 12 weeks 2. Task 2 Schematic Design 24 weeks 3. Task 2A Environmental Report 32 weeks 4. Task 3 Design Development 32 weeks 5. Task 4 Construction Documents 44 weeks 6. Task 5 Permitting 52 weeks 7. Task 6 Bidding 60 weeks 8. Task 7 Construction Administration 112 weeks 9. Task 8 Project Closeout 116 weeks ® 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. Professional Services Rev. Oct 16,2024 Page 29 of 36 Item 8: Staff Report Pg. 32 Packet Pg. 145 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 EXHIBIT C COMPENSATION Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 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 $228,845.00 (Concept Design) Task 2 $348,106.00 (Schematic Design) Task 2A $39,127.00 (Environmental Report) Task 3 $395,925.00 (Design Development) Task 4 $519,695.00 (Construction Documents) Task 5 $98,190.00 (Permitting) Task 6 $41,206.00 (Bidding) Task 7 $437,780.00 (Construction Administration) Task 8 $56,210.00 (Project Closeout) Sub -total for Services $2,165,084.00 Reimbursable Expenses (if any) $20,000.00 Total for Services and Reimbursable Expenses $2,185,084.00 Additional Services (if any, per Section 4) $218,508.00 Maximum Total Compensation $2,403,592.00 Professional Services Rev. Oct 16,2024 Page 30 of 36 Item 8: Staff Report Pg. 33 Packet Pg. 146 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 REIMBURSABLE EXPENSES Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 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 noted below up to the not -to -exceed amount of: $20,000.00.. A. Reprographics B. Postage and courier services (UPS/FedEx, etc.), US Mail fees C. Permit and Clerk -Recorder fees All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Any expense anticipated to be more than $3,000 must be approved in writing in advance by the City's Project Manager. Professional Services Rev. Oct 16,2024 Page 31 of 36 Item 8: Staff Report Pg. 34 Packet Pg. 147 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT'S schedule of rates is as follows: Watry Architect Labor Categories Hourly Rate Principal $350.00 Senior Project Manager $260.00 Project Manager $250.00 Assistant Project Manager $245.00 Job Captain $240.00 Staff Designer $210.00 Watry Structural Labor Categories Hourly Rate Principal $360.00 Senior Project Manager $260.00 Project Manager $250.00 Assistant Project Manager $245.00 Job Captain $240.00 Staff Designer $210.00 SUB-CONSULTANT's schedule of rates is as follows: Labor Categories Hourly Rate Hayes Group Principal $345.00 Associate Architect $225.00 Staff Designer $160.00 BKF Labor Categories Hourly Rate Associate Principal $273.00 Project Manager $260.00 Engineering Manager $239.00 Project Engineer $195.00 Design Engineer $170.00 Professional Services Rev. Oct 16,2024 Page 32 of 36 Item 8: Staff Report Pg. 35 Packet Pg. 148 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. rly Labor Categories C25193007 e Merrill Morris Principle $264.00 Senior Landscape Architect/PM 11 $183.15 Landscape Designer IV $127.05 Hourly Labor Categories Rate List Engineering Principal $205.00 Sr Engineer $185.00 CAD $135.00 The Enterprise Engineering Labor Categories Hourly Rate Principal $300.00 Associate $260.00 Senir Engineer/ Project Manager $250.00 Engineer/ Designer $230.00 Revit/ CAD Technician $190.00 Administrative Staff $145.00 Labor Categories Hourly Rate Donnelly Design Principal $215.00 Project Manager & Design Lead $160.00 Staff Designer $125.00 Labor Categories Hourly Rate Cornerstone Principle $265.00 Project Engineer $215.00 Staff Engineer $168.00 Hourly Labor Categories Rate Mack 4 Senior Cost Manager $219.00 MEP Cost Estimator $216.00 Professional Services Rev. Oct 16,2024 Page 33 of 36 Item 8: Staff Report Pg. 36 Packet Pg. 149 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. 025193007 WSP Labor Categories Rate VP $276.01 Environmental Planner $118.73 Formatter/Production Editor $100.48 Asst. Environmental $86.26 Planner/Graphics/GIS Professional Services Rev. Oct 16,2024 Page 34 of 36 Item 8: Staff Report Pg. 37 Packet Pg. 150 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. EXHIBIT D 025193007 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 C()MPT.TANCF. WITH CITY'S TNSTTRANCF. RFOTTTRFMFNTS AS SPECIFIED HFRFTN_ MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY STATUTORY STATUTORY YES EMPLOYER'S LIABILITY STATUTORY YES GENERAL LIABILITY, INCLUDING BODILY INJURY $1,000,000 $1,000,000 PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, - EACH OCCURRENCE $1,000,000 $1,000,000 INCLUDING ALL OWNED, HIRED, PROPERTY DAMAGE $1,000,000 $1,000,000 NON -OWNED BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN ALL DAMAGES $1,000,000 APPLICABLE), AND NEGLIGENT PERFORMANCE 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 AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT(c ,CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE Professional Services Rev. Oct 16,2024 Page 35 of 36 Item 8: Staff Report Pg. 38 Packet Pg. 151 of 314 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8 Attachment A - Watry Design Inc., Contract No. WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS O19 D, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS C25193007 OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 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 Professional Services Rev. Oct 16,2024 Page 36 of 36 Item 8: Staff Report Pg. 39 Packet Pg. 152 of 314 Item 9 Item 9 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: CONSENT CALENDAR PALO Lead Department: Community Services ALTO Meeting Date: December 2, 2024 Report #:2407-3320 TITLE Approval of Contract Amendment Number 1 to Contract Number C23186719 with CivicPlus, LLC in the amount of $48,265 for Additional Features and Security for Existing Recreation Management Software for a new not -to -exceed of $783,330; CEQA Status — Not a Project. RECOMMENDATION Staff recommends the City Council approve and authorize the City Manager or designee to execute Amendment No. 1 to Contract C23186719 (Attachment A), with CivicPlus, LLC for additional facility rental features and added cybersecurity with the Recreation Management software in an amount not to exceed $48,265 for Recreation Management Software. This amendment results in a revised total contract not -to -exceed amount of $783,330 through December 31, 2028. BACKGROUND The Community Services Department (CSD) uses the Recreation Management Software CivicPlus, LLC, formerly known as CivicRec, to process program registrations, facility rentals, field rentals, membership sales, ticket sales, and point of sale transactions throughout the department. The current contract, approved on January 23, 2023 (CMR 2301-0764) , with CivicPlus covers the term of January 1, 2023 through December 31, 2028, this includes $705,836 for basic services and $29,229 for the performance of additional services. In September 2024, CSD initiated task order 1 to transition to a dedicated hosting platform for increased cyber-security and ease of access for our community during high usage times. This task order absorbed the $29,229 allocated for additional services. Dedicated hosting with CivicPlus is normally $20,000 per year, after negotiations with CivicPlus, staff was able to acquire dedicated hosting for $5,000 per year for the rest of our time utilizing the Recreation Management Platform. Item 9: Staff Report Pg. 1 Packet Pg. 153 of 314 Item 9 Item 9 Staff Report ANALYSIS The current fee schedule reflects the industry average of service rates increasing at 5% per year. The City's contract states that CivicPlus reserves the right to reevaluate our annual transaction volume and adjust our annual fees if we are surpassing our projected goals.' This amendment addresses two operational cost factors: 1) the City has surpassed projected transaction and revenue goals, causing our current annual fees to be lower than the average of what we should be charged and 2) CivicPlus has increased our fees to 1.2% higher than the current contract rates. In addition, these two operational cost factors allow the City to have rates lower than new clients using the platform. CivicPlus, Recreation Management, has made additional enhancements to their system that the City has immediate access, including, but not limited to: • An equipment rental feature to help manage inventory of items available to rent with or without a reservation of facilities (e.g., sporting equipment, tables, chairs, A/V equipment.) • Addition of single sign -on (SS) services for all organizations using CivicPlus' Recreation Management solution. • Enhanced cybersecurity protections and hosting enhancements that leverage Amazon Web Services' solutions to safeguard administrative and resident data from continually evolving cyber threats and digital extortionists. When CivicPlus presented the City with the cost increase, staff conducted a market survey by meeting with a variety of service providers to compare cost, discuss features and functionality of the alternatives, and the City's required functionalities of a new system. At this time, no alternatives were identified that could support all CSD's current needs that would result in minimal service disruption. As a result, an exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360(b2) was approved by the City Manager. FISCAL/RESOURCE IMPACT The contract with CivicPlus provides the authority for the contractor to increase fees given certain conditions outlined above. CivicPlus has accordingly increased our fees by 1.2% each fiscal year. This increase is only reflected for the annual fee, the dedicated hosting fees will remain at $5,000. With this 1.2% increase we are also acquiring a new equipment rental feature and increased cyber security. Funding for this contract is available in the Fiscal Year 2025 Adopted Operating Budget approved by City Council on June 17, 2024. Funding for future years is subject to City Council approval through the annual budget process. 1 City Council, January 23, 2023; Agenda Item #10; SR #23-1098, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=2296 Item 9: Staff Report Pg. 2 Packet Pg. 154 of 314 Item 9 Item 9 Staff Report Original Cost Total per Contract Amended Dedicated Increase/ Fiscal Fiscal Year Annual Fee Annual Fee Hosting Fee Contingency Fiscal Year** Year FY23 Jan 1- $50,378 PAID N/A - - $50,378 June 30* FY24 $105,793 PAID N/A - - $105,793 FY25 $111,082 $111,082 $4,290 $5,000 $9,290 $120,372 FY26 $116,636 $124,802 $5,000 $5,000 $18,166 $134,802 FY27 $122,469 $131,042 $5,000 $5,000 $18,573 $141,042 FY28 $128,591 $137,594 $5,000 $5,000 $19,003 $147,594 FY29 July 1- $70,887 $75,849 $2,500 $5,000 $12,462 $83,349 Dec 31* TOTALS: $77,494 $783,330 *Prorated for partial year. **Cost increase per fiscal year does not reflect contingency funds from the original contract being utilized. STAKEHOLDER ENGAGEMENT Staff worked closely with the contractor and the Purchasing Division during the development of this contract amendment. ENVIRONMENTAL REVIEW This contract for software does not constitute a Project as defined by the California Environmental Quality Act (CEQA). ATTACHMENTS Attachment A: Contract with CivicPlus, LLC; C23186719, Amendment No. 1 APPROVED BY: Kristen O'Kane, Community Services Director Item 9: Staff Report Pg. 3 Packet Pg. 155 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment AMENDMENT NO. 1 TO CONTRACT NO. C23186719 No. 1 BETWEEN THE CITY OF PALO ALTO AND CIVICPLUS, LLC This Amendment No. 1 (this "Amendment") to Contract No. C23186719 (the "Contract" as defined below) is entered into as of October 21, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CIVICPLUS, LLC, a Kansas Limited Liability Company, located at 302 S. 4th Street, Suite 500, Manhattan, Kansas, 66502 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively as the "Parties" in this Amendment. RECITALS A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing support for CivicRec Recreation Management Software, as detailed therein. B. The Parties now wish to amend the Contract in order to (1) added platform hosting to scope, and (2) increase compensation by and additional Forty -Eight Thousand Two Hundred Sixty -Five Dollars ($48,265) from Seven Hundred Thirty -Five Thousand Sixty -Five Dollars ($735,065.00) to Seven Hundred Eighty -Three Thousand Three Hundred Thirty Dollars ($783,330.00), 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. C23186719 between CONSULTANT and CITY, dated January 26, 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 entitled "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 Seven Hundred Fifty -Eight Thousand, Three Hundred Thirty Dollars ($758,330). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled "SCHEDULE OF Vers.: Aug. 5, 2019 Page 1 of 10 Item 9: Staff Report Pg. 4 Packet Pg. 156 of 314 Docusign Envelope ID: 2DD789D4-F691-41FC-8367-82714D7O294O Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment RATES." Any work performed or expenses incurred for which payment we "o 1 1 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 Twenty -Five Thousand Dollars ($25,000) 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 Seven Hundred Eighty -Three Thousand, Three Hundred Thirty -Three Dollars ($783,330), as detailed in Exhibit C. "Additional Services" means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY's Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled "PROFESSIONAL SERVICES TASK ORDER". Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY's Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter -signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement." Vers.: Aug. 5, 2019 Page 2 of 10 Item 9: Staff Report Pg. 5 Packet Pg. 157 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment SECTION 3. The following exhibit(s) to the Contract is/are hereby a " 1 , as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit "A" entitled "SCOPE OF SERVICES", AMENDED, REPLACES PREVIOUS. b. Exhibit "C-1" entitled "SCHEDULE OF RATES", 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.) Vers.: Aug. 5, 2019 Page 3 of 10 Item 9: Staff Report Pg. 6 Packet Pg. 158 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment SIGNATURES OF THE PARTIES No. 1 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 CIVICPLUS, LLC Officer 1 By: Signed by: Ea34AA5EFCFCA3462 Name: Amy Vikander Title: Sr. VP of Customer Success Officer 2 Signed by: By: 394CE4FFF7C3463._ Name: Cole Cheever Title: Senior vice president of operations Attachments: Exhibit "A" entitled "SCOPE OF SERVICES", AMENDED, REPLACES PREVIOUS. Exhibit "C-1" entitled "SCHEDULE OF RATES", AMENDED, REPLACES PREVIOUS. Vers.: Aug. 5, 2019 Page 4 of 10 Item 9: Staff Report Pg. 7 Packet Pg. 159 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment EXHIBIT A No. 1 SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) CONSULTANT shall provide the Services detailed in this Exhibit A, entitled "SCOPE OF SERVICES". Annual services, including but not limited to hosting, support and maintenance services for the Recreation Management Software System that was implemented by CONSULTANT in August 2019. 1. Recreation Management Software Licensing 2. Software Maintenance Including Service Patches and System Enhancements 3. 24/7 Technical Support and Access to the CivicPlus Community 4. Dedicated Client Success Manager 5. Training Overview CONSULTANT agrees to provide a Recreation Management Software System (RMSS) that meets the current and future needs of CITY's Community Services Department. This shall be a RMSS that is commercially available and requires minimal customization to meet the CITY's needs. CONSULTANT shall provide a fully hosted (web) solution with minimal local client (PC) software install which provides staff and customers the greatest flexibility in accessing the software. The product shall provide a secured Data Center that separates credit card information from the CITY's network and overall makes Payment Card Industry (PCI) compliance less costly for the CITY. The software solution will enable the CITY to provide excellent customer service both in person and online for its main business activities including, but not limited to, daily recreation program administration and registration, facility and field reservations, memberships, payment processing and reporting. In addition, the system will provide for efficient and effective business processes and management tools to assist in program administration. Overall ease of use, including robust data management and reporting capabilities, is critical. The Department wants to automate and incorporate as many processes as possible. The software solution must include the ability to create custom catalog and brochures based on program and activity data. The ideal software will provide an online catalog and brochure builder that facilitates custom page layouts based on program and activity data, and have the ability to style, publish and print activity brochures, export data into Adobe InDesign software, and will be adaptive to the changing needs of the organization and its customers. The CONSULTANT will provide implementation, project management, technical installation expertise and on -site training to help speed employee and public acceptance and usage of the system. The CONSULTANT will coordinate with the CITY to implement the proposed Project Schedule. CONSULTANT shall offer a coordinated approach and will specify the type and level of support anticipated from CITY staff. Part of the project implementation will include weekly, written status reports, in electronic format, by the vendor's project manager at a mutually agreed upon Vers.: Aug. 5, 2019 Page 5 of 10 Item 9: Staff Report Pg. 8 Packet Pg. 160 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment time after contract award or verbally whenever requested by CITY's projec " 1 s reports will recap work done and bring attention to anything that may cause a delay in completing implementation. Software Components The RMSS must be user friendly and must be able to manage the creation, operation, billing and management of a wide variety of recreational programs and rental facilities operated by the CITY and offered to its residents. The features required are listed in Exhibit A-2 of this Agreement. For the purposes of obtaining merchant account services through CP Pay, CITY may utilize the designated merchant account for CivicRec through an integrated partnership with Elavon Converge ("CP Pay Merchant"). In the event CITY chooses CP Pay Merchant, CITY will enter into a merchant account agreement with Elavon Converge. Such agreement's terms and conditions will solely ensure to the benefit and obligation of CITY; CONSULTANT shall not be a party to such agreement. In the event CITY chooses CP Pay Merchant, CONSULTANT will facilitate CITY and CP Pay Merchant communication for contracting purposes and shall integrate the CP Pay Merchant account processor at no charge to CITY. CITY agrees to comply with all terms and conditions of the resulting merchant account agreement and pay all fees required to maintain the services. If CITY desires to use an integrated merchant account processor gateway besides the designated CP Pay Merchant, an integration fee will be included in CITY's implementation fees. CITY agrees to comply with all terms and conditions of the resulting merchant account agreement and pay all fees required to maintain the services. CITY acknowledges that the fees set forth in this SOW do not include any transaction, processing or other fees imposed by CITY's merchant account processor. CITY is fully responsible for their relationship with their selected processor. In no event will CONSULTANT: (i) take part in negotiations, (ii) pay any fees incumbent on the CITY or merchant account, or (iii) acquire any liability for the performance of services of any chosen merchant account processor, including CP Pay Merchant. CITY acknowledges switching to a different merchant account processor after signing this Agreement may incur additional fees and require a written and signed modification to this Agreement. CITY shall continue to be responsible for negotiating and executing any merchant account agreement as described herein for any additional merchant account processor changes. When CITY uses CP Pay, then CITY may take online credit card payments for certain services or products they provide via the CITY websites supported by CONSULTANT. As such, through CP Pay, CONSULTANT facilitates an automated process for redirecting credit card payments to CITY's chosen payment gateways / merchant account processors. For card payments, CONSULTANT will redirect any payments processing to the CITY's merchant account processor gateway, and the merchant account processor gateway presents the payment form page and processes the card payment. CONSULTANT does not transmit, process or store cardholder data and does not present the payment form. CONSULTANT implements and maintains PCI compliant controls for the system components and applications that provide the redirection services only. CITY understands and agrees that CONSULTANT is not liable for any failure of service or breach of security by any merchant account processor gateway provider selected by CITY, whether such provider is an Integrated Partner or not. Technical and Customer Support Vers.: Aug. 5, 2019 Page 6 of 10 Item 9: Staff Report Pg. 9 Packet Pg. 161 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment CONSULTANT will provide the CITY will a dedicated Client Success ManageL t the tools needed to successfully meet the level of community engagement that the CITY desires. Upon Go Live, CITY will have a dedicated Client Success Manager to provide further information on how to utilize the tools in the CITY's new CONSULTANT system. The client success manager will help keep CITY apprised of new CivicPlus products and optimize the RMS. CONSULTANT will also provide 24/7 access to the CONSULTANT online Help Center where users can review articles, user guides, FAQs, and can get tips on best practices. The Help Center also provides our release notes to keep customers in the loop on upcoming enhancements and maintenance. The Community Forum allows customers to interact with each other, send CivicPlus feedback and suggestions for future system enhancements, and view trending topics among members - along with other functional and engaging features and capabilities. CONSULTANT will also provide maintenance and technical support with the following parameters: ■ Dedicated 5upportpersonnel available 7 a.m.-7 p.m. {CSI) Monday - Friday (excluding holidays) ■ 4 -hour response du ring normal hours ■ 2417 emergency support ■ Civic PI us Help Center - 24/7 access to online trainirg manuals, troubleshooting solutions, and the Civic PI us Comrnu nity ■ Full backupsperformeddaily ■ Regularly schedul ed upg rades, including fixes and other improvements ■ Frequent installation of OS system patches and enhancements ■ AJI updates a re tested internally before being installed Data Security CONSULTANT shall utilize industry standards, insurance requirements, and PCI requirements to ensure that CONSULTANT is only accessed in the manner it's intended to be accessed and by people who are authorized to do so. Methods include: • Physical security data centers: Netsolace (Tier II), Digital Reality (Tier III), and Rackspace (Tier III) • Server firewalls • Anti -virus scanning • IP logging and filtering • Application security monitoring • Single Sign -On (SSO) for communities using CivicPlus' Recreation Management solution All data centers provide a network operation center with 24/7/365 monitoring of the data center environment, system availability, and performance. The data centers are SSAE 16 compliant. CONSULTANT shall have policies and procedures in place to ensure continuity and disaster recovery. CONSULTANT shall utilize local, replicated servers to ensure that copies of data, software, and files are always available and up to date. These servers can be rolled over in the event of hardware failure or other local issues. In addition, shall have a process that encrypts backups once each day and sends them off site for purposes of disaster recovery. This process shall ensure that they can reconstitute the entire product and underlying data structure with limited downtime and loss of data. CP Pay shall maintain a secure, Level 1 PCI DSS certified payment gateway integrated within the CivicPlus Platform that CITY can use within any CivicPlus solution or third -party product. In Vers.: Aug. 5, 2019 Page 7 of 10 Item 9: Staff Report Pg. 10 Packet Pg. 162 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment addition, CONSULTANT shall follow the requirements of Exhibits E ("Infor 1 cy) and F ("Vendor Cybersecurity Terms & Conditions") to this Agreement. Platform Hosting: CONSULTANT shall transition CITY to Enterprise Upgrade which will provide the following: • AWS hosting • Fully customized Web Application Firewall (WAF), customized for our application • OWASP ModSecurity Core Rule Set (protection against the top 10 vulnerabilities identified by the Open Web Application Security Project (OWASP), such as SQL injection (SQLi) and cross -site scripting (XSS) attacks • User Agent Blocking • Block or challenge visitors by IP address, autonomous system number (ASN) or country code • Reputation -based threat protection and collective intelligence (Cl) to identify new threats • FedRAMP, PCI, DSS, NIST, DIACAP, SOC. and FISMA compliant IT infrastructure • Reverse Proxy Server • Dedicated domain name • SSL for dedicated domain • DDoS attack protection and migration • Server -side Caching • Regional Content Delivery Network • 2hr guaranteed recovery TIME objective (RTO) • 1hr guaranteed recovery POINT objective (RPO) Vers.: Aug. 5, 2019 Page 8 of 10 Item 9: Staff Report Pg. 11 Packet Pg. 163 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C EXHIBIT C-1 SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment No. 1 Fiscal Year Annual Fee Dedicated Contingency Total/fiscal year Hosting Fee $5,000/year FY23 (1/1/23- PAID N/A - $50,378 6/30/23) FY24 (7/1/23- PAID N/A - $105,793 6/30/24) FY25 (7/1/24- $111,082 *$4,290 $5,000 $120,372 6/30/25) *prorated for partial year FY26* (7/1/25- $124,802 $5,000 $5,000 $134,802 6/30/26) FY27* (7/1/26- $131,042 $5,000 $5,000 $141,042 6/30/27) FY28*(7/1/27- $137,594 $5,000 $5,000 $147,594 6/30/28) FY29 (7/1/28- $75,849 *$2,500 $5,000 $83,349 12/31/28)* *prorated for partial year Sub -total for $758,330 Services Additional $25,000 Contingency Maximum Total $783,330 Compensation: CONSULTANT reserves the right to reassess the historical data and transaction volume annually to ensure that the Annual Service Fees accurately reflects the transaction volume processed in the prior year. Should transaction volume no longer reflect the annual fees listed here, the parties shall meet and confer over any fee adjustments, which will be subject to mutual agreement and written amendment of this Agreement. Vers.: Aug. 5, 2019 Page 9 of 10 Item 9: Staff Report Pg. 12 Packet Pg. 164 of 314 Docusign Envelope ID: 2DD789D4-F691-41 FC-8367-82714D7C294C Item 9 Attachment A - Contract with CivicPlus, LLC; C23186719, Amendment 2. (Optional Additional Services) Enhanced implementation costs for auto " 1 Activenet to CONSULTANT which shall only be charged if requested by City in writing, per section 4, Additional Services may include, and shall be quoted upon request: 11. Memberships export 12. User Credits export 13. Facilities export 14. Activities export 15. Custom financial extracts Vers.: Aug. 5, 2019 Page 10 of 10 Item 9: Staff Report Pg. 13 Packet Pg. 165 of 314 Certificate Of Completion Envelope Id: 2DD789D4F69141 FC836782714D7C294C Subject: Complete with Docusign: FINAL DRAFT C23186719 Amend No. 1.pdf Source Envelope: Document Pages: 10 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/3/2024 11:01:23 AM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Amy Vikander vikander@civicplus.com Sr. VP of Customer Success CivicPlus,LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cole Cheever cheever@civicplus.com Senior Vice President of Operations Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Cayla Koga cayla.koga@cityofpaloalto.org Administrative Assistant City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Alice Harrison Alice.Harrison@CityofPaloAlto.org Pool: StateLocal Pool: City of Palo Alto Signature Signed by: 34AA5EFCFCA3462... Signature Adoption: Pre -selected Style Using IP Address: 64.6.123.178 gned by: ESI 39 E4FFF7 Signature Adoption: Pre -selected Style Using IP Address: 174.210.169.87 Signed using mobile Signature Status Status Status Status Status COPIED Item 9 Attachment A - Contract with CivicPlus, LLC; GUSTgn C23186719, Amendment Status: Co No. 1 Envelope Originator: Alice Harrison 250 Hamilton Ave Palo Alto , CA 94301 Alice.Harrison@CityofPaloAlto.org IP Address: 71.204.184.225 Location: DocuSign Location: DocuSign Timestamp Sent: 10/3/2024 11:04:08 AM Resent: 10/16/2024 1:04:43 PM Resent: 10/17/2024 5:06:41 PM Viewed: 10/18/2024 5:52:18 AM Signed: 10/18/2024 6:09:49 AM Sent: 10/18/2024 6:09:50 AM Viewed: 10/18/2024 6:12:56 AM Signed: 10/18/2024 6:13:18 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 10/18/2024 6:13:20 AM Item 9: Staff Report Pg. 14 Packet Pg. 166 of 314 Item 9 Attachment A - Contract Carbon Copy Events Status Timest with CivicPlus, LLC; Thomas Trapp COPIED Sent: 10/1 023186719, Amendment thomas.trapp@civicplus.com No. 1 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/3/2024 11:04:08 AM Envelope Updated Security Checked 10/17/2024 5:06:39 PM Envelope Updated Security Checked 10/17/2024 5:06:39 PM Certified Delivered Security Checked 10/18/2024 6:12:56 AM Signing Complete Security Checked 10/18/2024 6:13:18 AM Completed Security Checked 10/18/2024 6:13:21 AM Payment Events Status Timestamps Item 9: Staff Report Pg. 15 Packet Pg. 167 of 314 Item 10 Item 10 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: CONSENT CALENDAR PALO Lead Department: Public Works ALTO Meeting Date: December 2, 2024 Report #:2410-3623 TITLE Approval of Amendment No. 1 to Contract No. C22182372 with CSW/Stuber-Stroeh Engineering Group Inc. in the Amount of $25,000 for a total not to exceed amount of $189,852 and Extend the Contract Term for the University Avenue Streetscape Update Project (PE -21004); CEQA status — Not a Project RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract No. C22182372 with CSW/Stuber-Stroeh Engineering Group Inc. for Additional Outreach and Concepts Design Refinements in an amount not -to - exceed $25,000 and extend the term of the contract through December 31, 2027. This amendment results in a revised total contract not -to -exceed amount of $189,852. BACKGROUND University Avenue is a two -travel lane street that provides access from Highway 101 through the downtown area and continues to Stanford University. Covid-19 had significant economic implications on downtown environments throughout the country, including University Avenue. To support local businesses and community, the City closed portions of University Avenue to vehicular traffic in spring 2020 through the "Uplift Local" program, enabling outdoor dining and enhancing retail experiences. The street was re -opened to vehicular traffic in fall 2021. On March 1, 2021, Council approved the University Avenue Streetscape Update project (PE -21004)1 as part of the workplan for Community and Economic Recovery2, allocating $150,000 for this purpose. On September 13, 2021, Council directed staff to proceed with the University Avenue 1 City Council, March 1, 2021; Agenda Item # 8; SR #11872 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=81428 2 City Council, January 19, 2021; Agenda Item # 4; SR #11877 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=81429 Item 10: Staff Report Pg. 1 Packet Pg. 168 of 314 Item 10 Item 10 Staff Report Streetscape Design Formal Request for Proposals3 and on February 28, 2022, Council approved a contract4with CSW/Stuber-Stroeh Engineering (CSWST2) for design and construction administration services for the University Avenue Streetscape project. This project uses a phased approach with Phase 1 focusing on site analysis, preliminary environmental studies, and public outreach to develop a community preferred concept plan, cost estimates, and funding and assessment planning. At the time of contract award to CSWST2, Council approved funding for Phase 1 services only. Future phases including Phase 2: Preliminary Design and Environmental Assessment; Phase 3: Final Design, Construction Documents, and Bid Support; and Phase 4: Construction Administration Services, would be authorized through a contract amendment upon Council approval of a preferred concept plan. On December 18, 20235, staff presented a feasibility report to Council concluding Phase 1 services with three primary streetscape options and a preferred streetscape concept plan based upon community and stakeholder outreach to that point. Council did not approve any of the options and directed staff to return to Council with the following items: 1. Draft additional alternatives that would include one option with the current parklet plan and that sidewalks should be variable or outdoor dining space comparable to the current parklet plan. 2. Consider moving bikes to Hamilton and Lytton and/or shrinking the travel lane. 3. Alternatives should cover a range of costs. 4. Direct staff to present options to the Retail Ad Hoc Committee and come back to Council with interim measures that we can do cheap and quickly that will show progress in that area. ANALYSIS Per Council direction in December 2023, staff conducted additional outreach meetings and refined the preliminary design concepts. Additional outreach included three Retail Committee meetings in March, April, and August of 2024; a Council update meeting6 on June 3, 2024; a Stakeholder Working Group meeting in September 2024; a community online survey; and several City staff meetings. Staff is planning additional meetings with the Retail Committee, Stakeholder Working Group, and Council in coming months. The consultant's team prepared 3 City Council, September 13, 2021; Agenda Item # 8; SR #13540 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=81601 4 City Council, February 28, 2022; Agenda Item # 10; SR #13609 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=81689 5 City Council, December 18, 2023; Agenda Item # 21; SR #2310-2189 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82601 6 City Council, June 3, 2024; Agenda Item # 16; SR # 2404-2904 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82865 Item 10: Staff Report Pg. 2 Packet Pg. 169 of 314 Item 10 Item 10 Staff Report additional concepts graphics and design, engineering analysis, outreach material, community on-line survey, and cost estimates as well as participated in these meetings. Funding authorized for the current contract with CSWST2 was not adequate for the additional analysis, concepts refinements, and outreach to address the Council -directed items in December 2023. The current contract expires on December 31, 2024. Staff recommends that Council approve Contract Amendment No. 1 (Attachment A) to authorize additional funding in the amount of $25,000 to continue the design concepts refinements and additional outreach and extend the contract term until December 31, 2027. FISCAL/RESOURCE IMPACT Funding is available in the University Avenue Streetscape Update project (PE -21004) in the Fiscal Year 2025 Capital Budget for Contract Amendment No. 1 with CSWST2. Staff plans to return to Council in December for review and approval of a preferred concept plan. Upon Council approval of a preferred concept plan, staff will return to Council for a contract amendment with CSWST2 for authorization of future phases of the scope of services. STAKEHOLDER ENGAGEMENT Per Council direction and to further refine the design concepts, staff conducted the following meetings. Key discussion items are listed below. • March 20, 2024, Retail Committee: Project goals and vision, design direction and themes, stakeholder engagement strategy, and potential near -term improvements. • April 17, 2024, Retail Committee: Additional details on near -term improvements. • June 3, 2024, City Council: Long-term vision, goals, design themes, and stakeholder engagement strategy. • August 21, 2024, Retail Committee: Downtown district planned short-term and long- term improvements, and stakeholder engagement strategy update. • September 10, 2024, Stakeholder Working Group: Project goals and vision, design concepts and elements, project improvements limit. In addition, a community on-line survey was published on October 11, 2024 and continued through November 11, 2024. The survey focused on project goals and vision, design elements, and project improvements limits. Staff is planning additional meetings with the Retail Committee and Stakeholder Working Group in November and will seek Council review and approval of a preferred concept plan tentatively in December 2024. ENVIRONMENTAL REVIEW Council approval of the proposed contract amendment for additional outreach and design services does not constitute approval of the University Avenue Streetscape project. CSWST2 completed a preliminary environmental assessment including traffic study and arborist reports Item 10: Staff Report Pg. 3 Packet Pg. 170 of 314 Item 10 Item 10 Staff Report under the Phase 1 scope of services. Once the Council identifies a preferred concept plan, CSWST2 will begin an environmental assessment under CEQA and will complete the analysis before project approval. ATTACHMENTS Attachment A: CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1 APPROVED BY: Brad Eggleston, Director Public Works/City Engineer Item 10: Staff Report Pg. 4 Packet Pg. 171 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; AMENDMENT NO. 1 TO CONTRACT NO. C22182372 BETWEEN THE CITY OF PALO ALTO AND CSWST2 Amendment No. 1 This Amendment No. 1 (this "Amendment") to Contract No. C22182372 (the "Contract" as defined below) is entered into as of November 18, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CSWST2, a California corporation, located at 504 Redwood Boulevard Suite 310 Novato, CA 4947 ("Consultant"). CITY and CONSULTANT are referred to collectively as the "Parties" in this Amendment. RECITALS A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of repurposing University Avenue to facilitate people -centric activities and community programming and developing a preferred concept through a community outreach process for the University Avenue Streetscape project (PE -21004), as detailed therein. B. The Parties now wish to amend the Contract in order to (1) revise the Scope of Services to include additional community and stakeholder outreach and refinement of concept plans for the University Avenue Streetscape project (PE -21004); (2) increase compensation by Twenty -Five Thousand Dollars ($25,000), from One Hundred Sixty -Four Thousand Eight Hundred Fifty -Two Dollars ($164,852) to a new not to exceed total compensation of One Hundred Eighty - Nine Thousand Eight Hundred Fifty -Two Dollars ($189,852); and (3) extend the contract term by three years to December 31, 2027, 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. C22182372 between CONSULTANT and CITY, dated February 28, 2022. 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, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement." SECTION 3. Section 4. "NOT TO EXCEED COMPENSATION" of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 1 of 8 Item 10: Staff Report Pg. 5 Packet Pg. 172 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, "The compensation to be paid to CONSULTANT for performance of the Serv�ocTo;;du;Ta�"-°tea' 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 Seventy -Four Thousand Eight Hundred Sixty -Six Dollars ($174,866). 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 Fourteen Thousand Nine Hundred Eighty -Six Dollars ($14,986) 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 Hundred Eighty -Nine Thousand Eight Hundred Fifty -Two Dollars ($189,852), as detailed in Exhibit C. "Additional Services" means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY's Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled "PROFESSIONAL SERVICES TASK ORDER". Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY's Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter -signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Vers.: Aug. 5, 2019 Page 2 of 8 Item 10: Staff Report Pg. 6 Packet Pg. 173 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Services in this Section 4. Performance of and payment for any A Contract C22182372, are subject to all requirements and restrictions in this Agreement." Amendment No. 1 SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit "A" entitled "SCOPE OF SERVICES, AMENDMENT NO. 1", ADDED. b. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1", AMENDED, REPLACES PREVIOUS. c. Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 1", 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.) Vers.: Aug. 5, 2019 Page 3 of 8 Item 10: Staff Report Pg. 7 Packet Pg. 174 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB SIGNATURES OF THE PARTIES Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1 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 CSWST2 Officer 1 0 DocuSigned by: but Sft V1,S) Pv std,t,vtJ 7BE69A4EF28B4F7._. Name: Robert Stevens Title: President and Chief Executive Officer Officer 2 Sgned by: GD'E25091 By: 76F94444 Name: Linda Schmid Title: Chief Financial and Operating Officer Attachments: Exhibit "A" entitled "SCOPE OF SERVICES, AMENDMENT NO. 1", ADDED. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1", AMENDED, REPLACES PREVIOUS. Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 1", AMENDED, REPLACES PREVIOUS. Vers.: Aug. 5, 2019 Page 4 of 8 Item 10: Staff Report Pg. 8 Packet Pg. 175 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB EXHIBIT A SCOPE OF SERVICES, AMENDMENT NO. 1 (ADDED) Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1 CONSULTANT's duties and services under this agreement 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 agreement. The CONSULTANT completed the scope of work authorized under Phase 1 of the current contract and presented Council a preferred concept for University Avenue Streetscape project in December 2023. Council did not approve the proposed plan and directed staff for further refinements and additional outreach as summarized below. 1. Draft additional alternatives that would include one option with the current parklet plan and that sidewalks should be variable or outdoor dining space comparable to the current parklet plan. 2. Consider moving bikes to Hamilton and Lytton and or shrinking the travel lane. 3. Present options to the Retail Ad Hoc Committee and come back to Council with interim measures 4. Develop alternatives covering a range of costs. This included Retail Committee meetings, stakeholder group meetings, one Council update meeting in June 2024, and another Council meeting in December 2024 and preparation of additional outreach material, engineering analysis, concept graphics design, and cost estimates. This additional outreach was not envisioned in the current contract. To incorporate Council directed items, the following additional specific tasks were required: 1. Prepare additional presentations and attend meetings related to outreach with stakeholders, Retail Committee, City staff, and City Council. 2. Prepare a detailed plan for one block of the project area to support the cost analysis. 3. Coordinate with the utilities division to establish a basis for improvements needed within the streetscape. 4. Develop a concept plan for the streetscape that reflects the revised plan for University Avenue's sidewalks, striping, and parking. 5. Prepare an exhibit illustrating how the University Avenue streetscape coordinates with future bicycle planning as well as loading zones and temporary parking. Vers.: Aug. 5, 2019 Page 5 of 8 Item 10: Staff Report Pg. 9 Packet Pg. 176 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB EXHIBIT B SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS) Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1 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. Milestone Completion Number of Days/ Weeks (as specific below) From NTP Goals and Objectives 45 working days Completion of Data Collection 110 working days Concept Alternatives 170 working days Costs, Funding, and Assessment Planning 200 working days Refined Alternatives 240 working days Final Presentation to City Council 270 working days Milestone Completion Number of Days/ Weeks (as specific below) From NTP of Amendment No. 1 Additional Outreach and Concept Refinement 120 working days ® 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. Vers.: Aug. 5, 2019 Page 6 of 8 Item 10: Staff Report Pg. 10 Packet Pg. 177 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB EXHIBIT C COMPENSATION, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS) Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1 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 NOT TO EXCEED AMOUNT Task 1: Goals and Objectives $7,630 Task 2: Data Collection $49,960 Task 3: Alternatives for University Avenue $46,520 Task 4: Costs, Funding, and Assessment Planning $11,116 Task 5: Outreach $32,580 Additional Outreach and Concepts Refinement (Amendment #1) $25,000 Subtotal for Services $172,806 Reimbursable Expense $2,060 Total for Services and Reimbursable Expenses $174,866 Additional Services (if any, per Section 4) $14,986 Maximum Total Compensation $189,852 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 Vers.: Aug. 5, 2019 Page 7 of 8 Item 10: Staff Report Pg. 11 Packet Pg. 178 of 314 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB expenses, are included within the scope of payment for Services and expenses hereunder. Item 10 Attachment A - CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1 ble 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 Travel and Printing up to the not -to -exceed amount of $2,060.00. 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. All requests for reimbursement of expenses, if any are specified as reimbursable underthis section, shall be accompanied by appropriate backup documentation and information. Vers.: Aug. 5, 2019 Page 8 of 8 Item 10: Staff Report Pg. 12 Packet Pg. 179 of 314 Item 11 Item 11 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Police Meeting Date: December 2, 2024 Report #:2408-3360 TITLE Approval of Amendment Number 1 to Contract Number S23187316 with Flock Safety in the amount of $349,808 for Automated License Plate Recognition (ALPR) to Implement 10 Additional Cameras and Extend the Term through December 2029 in a new not to exceed of $524,208; CEQA status — categorically exempt (Section 15321 enforcement actions) RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment Number 1 to Contract Number S23187316 with Flock Safety for Automated License Plate Recognition (ALPR) to add 10 ALPR cameras and extend the term through December 2029 in an amount not to exceed $349,808. This amendment results in a revised not to exceed amount $524,208. EXECUTIVE SUMMARY The Police Department currently utilizes twenty Flock fixed ALPR cameras, which provide real- time alerts and investigative leads regarding stolen vehicles and plates, and vehicles associated with criminal activity. The deployment of fixed ALPR and the associated surveillance use policy was approved by the City Council in 20231. Based on the success of the initial deployment and in response to the identification of high -traffic areas lacking coverage, the Department is seeking to add ten additional cameras and extend the term of the contract for all thirty cameras for an additional forty-one months. The cost of the new cameras will be entirely covered by grant funding for the first three years. Item 11: Staff Report Pg. 1 Packet Pg. 180 of 314 Item 11 Item 11 Staff Report i(c1 IGIMMI On April 3, 2023, the City Council approved a three-year contract, in the amount of $174,400, with Flock Safety for the deployment of twenty fixed ALPR cameras, as well as the associated Surveillance Use Policy'. Based on the success of the twenty ALPR cameras already deployed, and the identification of specific areas where additional cameras would be useful, the Police Department proposes deploying ten additional ALPR cameras and extending the term of the contract for all thirty cameras thru December of 2029. ANALYSIS Automated License Plate Recognition (ALPR) technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The cameras, which are mounted to fixed infrastructure (e.g., lamp posts or street signs), capture computer -readable images that allow law enforcement to compare plate numbers against plates of known stolen vehicles or vehicles associated with individuals wanted on criminal charges. When a match is found, a real-time alert is generated, notifying police of the location where the image of the stolen or wanted vehicle was captured. ALPR data is also used by investigators, after a crime has been committed, to identify and locate associated vehicles. The deployment of Flock fixed ALPR cameras in Palo Alto began in July of 2023, with all twenty cameras operational by November of 2023. Since that time, the Department has used these cameras to great effect. Real-time alerts generated by the ALPR cameras have resulted in the recovery of dozens of stolen vehicles and stolen license plates, the apprehension of numerous wanted persons, and the seizure of firearms. In addition, ALPR has been used to safely locate missing persons. Data captured by the ALPR cameras has also assisted investigators in identifying and arresting numerous felony suspects after crimes have been committed. A few particularly notable examples to illustrate the variety of successful applications of Flock ALPR in Palo Alto over the past 12 months include: • An elderly man, who suffers from dementia, was discovered to have taken his caregiver's vehicle without permission and was missing. Flock data was used to determine his path of travel and locate him safely within the hour. • Two suspects committed an armed robbery in Palo Alto after having just committed an armed robbery in another city. A Flock real-time alert allowed officers to locate the vehicle within minutes, apprehend the suspects, and recover multiple firearms. ' City Council, April 4, 2023, Item # 11, SR #2301-0741 https://cityofpaloaIto.primegov.com/Public/CompiledDocument?meetingTemplateId=1105&compileOutputType= 1 Item 11: Staff Report Pg. 2 Packet Pg. 181 of 314 Item 11 Item 11 Staff Report • Two suspects committed a robbery at a shopping center and injured a police officer during their escape. Flock data was used to identify and locate the suspect vehicle and arrest both suspects within 24 hours. • A suspect was arrested in connection with a series of felony retail thefts. Investigators were able to strengthen their case by using Flock data to confirm that the suspect's vehicle had, in fact, been in the area at the times of the thefts. • A vehicle used in the commission of a homicide in another city entered Palo Alto. A Flock real-time alert allowed officers to locate the vehicle within minutes, and detain a suspect who was subsequently arrested by the investigating agency. To derive maximum benefit with the fewest cameras needed, the Department placed its initial twenty ALPR cameras at strategically selected locations based on several factors: crime statistics, common vehicular ingress and egress points, and traffic volume. The Department has identified other ingress and egress points without existing camera coverage, which suspects appear to be using to circumvent ALPR detection. Deploying ALPR cameras in these areas would provide more comprehensive coverage of vehicular ingress and egress points known to be used by suspects. The Department has also identified other heavily trafficked areas within the city with no existing camera coverage. Deploying ALPR cameras in these areas would allow officers to locate suspect vehicles more quickly within the City following an initial alert upon entry. The Department proposes to add ten total new cameras (for an on -going total of 30), to accomplish these goals. Additional Flock ALPR cameras will be deployed, and the associated data used, consistent with the Fixed ALPR surveillance use policy already approved by the City Council in 2023. In relevant part: • Data will only be accessible to trained staff with a legitimate law enforcement need, and all queries will be logged and subject to audit. • The Department will only share its data with other local law enforcement agencies with whom an MOU is in place. Neither the Department, nor Flock Safety, will share the Department's data with any non -law enforcement entities. • Data not saved as evidence in a specific criminal investigation will be purged after 30 days. The Department will continue to make accessible to the public, via its ALPR webpage2, relevant policies as well as information concerning the number of cameras deployed, the data retention z PAPD ALPR Webpage https://www.cityofpaloalto.org/Departments/Police/Public-Information-Portal/Automated-License-Plate- Recognition-ALPR Item 11: Staff Report Pg. 3 Packet Pg. 182 of 314 Item 11 Item 11 Staff Report period, and the names of law enforcement agencies with whom it shares data. Flock Safety will also continue to maintain a publicly accessible Transparency Portal3 containing much of the same information. Since implementation, the Department has conducted quarterly compliance audits of Flock system access by its users to ensure that searches are only being conducted for legitimate law enforcement purposes and consistent with Department policy and the applicable surveillance use policy. These audits found no incidents of unauthorized access or misuse. Compliance audits will continue during the term of the amended agreement. This report recommends the Council approve an Amendment No. 1 to Contract No. S23187316 with Flock Safety for implementation of ten additional ALPR cameras and extension of terms for all thirty ALPR cameras through December 2029. Contract Amendment with Flock Safety The proposed contract amendment calls for Flock Safety to install 10 additional ALPR cameras at locations identified by the Police Department, and to maintain a total of 30 ALPR cameras at locations identified by the Department. It also calls for Flock Safety to provide the Department with searchable access to its ALPR data, and to store the data for 30 days. The amended contract will have a five-year term, extending the existing term by forty-one months thru December 2029. The original contract' was approved by Council on April 03, 2023 and was exempted from the competitive solicitation process to piggyback from City of Alameda's solicited contract, under PAMC § 2.30.360(k). The ten additional cameras will come at an increased rate under the terms of the amendment as Flock has since increased its rates from those in the original contract; as such, the Department is exempting the amendment by § 2.30.360(d). Flock ALPR technology is currently the city standard for fixed ALPR, with 20 cameras deployed. Although, there may be comparable cameras on the market, it would be cost -prohibitive and inefficient to run multiple platforms due to incompatibility with existing City infrastructure. In addition, because Flock ALPR equipment is used by all the City's neighboring law enforcement agencies, the Department's use of Flock technology is critical to ensuring inter -agency investigative and enforcement collaboration, as data is shared among agencies pursuant to MOU. The Department is requesting to acquire the equipment directly from the manufacturer, as no other vendor provides, installs, or services Flock ALPR equipment. 3 PAPD Flock Transparency Portal https://transparency.fIocksafety.com/palo-alto-ca-pd Item 11: Staff Report Pg. 4 Packet Pg. 183 of 314 Item 11 Item 11 Staff Report The Department is informed that, following Council approval, Flock Safety can complete the installation of the additional ten cameras within approximately sixty days. FISCAL/RESOURCE IMPACT Just as with its existing Flock ALPR cameras, the Department is contracting for the installation and use — not the purchase — of ten additional ALPR cameras. Flock Safety will complete the installation and setup of the cameras. The cameras require no utility connection. Flock Safety will maintain or replace the cameras as needed. Data storage will be the responsibility of Flock Safety, who will be responsible for maintaining CJIS data protocols, and the data will be accessed via a web platform, requiring no new software. Under the terms of the existing agreement, the City has already paid $144,400 of the amended not -to -exceed total of $524,208 (for implementation and use of the existing cameras in FY 2023- 2025). Under the terms of the amended agreement, the total cost of the Flock ALPR program in FY 2025 will be $85,000, with $35,808 of that being attributable to the amendment (installation and use of the new cameras) and the balance having already been paid. This new cost will be covered by grant funding obtained by the Department via the State's Organized Retail Theft (ORT) Grant Program. In FY 2026, the total cost of the Flock ALPR program will be $83,500; $33,500 of this cost will be covered by ORT grant funding, with the balance subject to appropriation of funds through the annual budget process. In FY 2027, the total cost of the Flock ALPR program will be $93,500; $33,500 of this cost will be covered by ORT grant funding, with the balance subject to appropriation of funds through the annual budget process. In FY 2028 and FY 2029, the total cost of the Flock ALPR program will be $93,500 annually, with the cost subject to appropriation of funds through the annual budget process unless staff can identify additional funding. The amendment also included $7,500 to be used to cover any costs associated with the relocation of cameras or damages not covered by warranty. STAKEHOLDER ENGAGEMENT Since February of 2023, the Department has maintained an informational webpage, including an opportunity for community comments or questions. The Department has not received any substantive comments during the past 12 months. ENVIRONMENTAL REVIEW Approval of this agreement is categorically exempt under CEQA regulation 15321 for enforcement actions. Item 11: Staff Report Pg. 5 Packet Pg. 184 of 314 Item 11 Item 11 Staff Report Attachment A: Amendment Number 1 to Contract No. S23187316 with Flock Safety Attachment B: Council -approved Palo Alto Police Fixed ALPR Surveillance Use Policy APPROVED BY: Andrew Binder, Police Chief Item 11: Staff Report Pg. 6 Packet Pg. 185 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 AMENDMENT NO. 1 TO CONTRACT NO. S23187316 I.with Flock Safety BETWEEN THE CITY OF PALO ALTO AND FLOCK GROUP INC. dba FLOCK SAFETY This Amendment No. 1 (this "Amendment") to Contract No. S23187316 (the "Contract" as defined below) is entered into as of December 6, 2024 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and FLOCK GROUP INC. dba FLOCK SAFETY, a Delaware corporation, Department of Industrial Registration No. PW-LR-1000674310, located at 1170 Howell Mill Road NW, Suite 210, Atlanta, Georgia, 30318 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively as the "Parties" in this Amendment. RFrITAI c A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of leasing and installing Automated License Plate Reader System (ALPR) equipment, as detailed therein. B. The Parties now wish to amend the Contract in order to install ten (10) additional ALPR cameras to lease; extending term by 41 months from June 30, 2026 to December 5, 2029; and increasing not to exceed compensation by Three Hundred Forty Nine Thousand Eight Hundred Eight Dollars and Twenty Two Cents ($349,808.22), from One Hundred Seventy Four Thousand Four Hundred Dollars ($174,400) to Five Hundred Twenty FourThousand Two Hundred Eight Dollars and Twenty Two Cents ($524,208.22). 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. S23187316 between CONSULTANT and CITY, dated April 1, 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 5, 2029 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. " SECTION 3. Section 4. "NOT TO EXCEED COMPENSATION" of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 1 of 18 Item 11: Staff Report Pg. 7 Packet Pg. 186 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 "The compensation to be paid to CONSULTANT for performance of the S withFlockSafety sed on the compensation structure detailed in Exhibit C, entitled "COMPENSATION," including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Five Hundred Sixteen Thousand Seven Hundred Eight Dollars and Twenty Two Cents ($516,708.22). 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 total not - to -exceed compensation amount of Seven Thousand Five Hundred Dollars ($7,500) 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 Five Hundred Twenty Four Thousand Two Hundred Eight Dollars and Twenty Two Cents ($524,208.22), as detailed in Exhibit C. "Additional Services" means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY's Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled "PROFESSIONAL SERVICES TASK ORDER". Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY's Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter -signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement." Vers.: Aug. 5, 2019 Page 2 of 18 Item 11: Staff Report Pg. 8 Packet Pg. 187 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. 523187316 SECTION 4. The following exhibit(s) to the Contract is/are hereby a With Flock Safety , as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit "A" entitled "SCOPE OF SERVICES", ADDED / AMENDED, REPLACES PREVIOUS. b. Attachment "A" entitled "FALCON CAMERAS SPECIFICATIONS", AMENDED, REPLACES PREVIOUS. c. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE", ADDED / AMENDED, REPLACES PREVIOUS. d. Exhibit "C" entitled "COMPENSATION", ADDED / AMENDED, REPLACES PREVIOUS. e. Exhibit "C-1" entitled "SCHEDULE OF RATES" AMENDED, REPLACES PREVIOUS. f. Exhibit "J" entitled "FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE" 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.) Vers.: Aug. 5, 2019 Page 3 of 18 Item 11: Staff Report Pg. 9 Packet Pg. 188 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 SIGNATURES OF THE PARTIES with Flock Safety 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 : Sy"I TIVESM0111 1 1 City Attorney or Designee FLOCK GROUP INC. dba FLOCK SAFETY Officer 1 Signed by: By: M.tv� Swt& AC5C931454C24F3 Name: Mark Smith Title: General Counsel Officer 2 (Required for Corp. or LLC) Signed by: By: Air F8BF901875A0455... Name:Garrett Langley Title: CEO Attachments: • EXHIBIT A — SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) • ATTACHMENT A-1 — FALCON CAMERA SPECIFICATIONS, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) • EXHIBIT B — SCHEDULE OF PERFORMANCE, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) • EXHIBIT C— COMPENSATION, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) • EXHIBIT C-1 — SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) • EXHIBIT J — FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE, (AMENDED, REPLACES PREVIOUS). Vers.: Aug. 5, 2019 Page 4 of 18 Item 11: Staff Report Pg. 10 Packet Pg. 189 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 EXHIBIT A with Flock Safety 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. I. AUTOMATIC LICENSE PLATE READER SYSTEM SERVICES A. CONSULTANT's surveillance devices shall function as vehicular motion -activated sensors to detect capturing sight and sound to decode images by narrowing down visual criteria related searches. CONSULTANT's Automated License Plate Reader Systems (ALPR or LPR) includes vehicle fingerprint technology, which will develop machine learning and computer vision analyses to break down captured evidence into searchable queries. The ALPR will provide the following: Visual Evidence by: • vehicle make, type, and color; • license plate (missing plate, covered plate, paper plate, state of the license plate); and • unique features (roof rack, bumper stickers, and window stickers) Contextual Evidence by: • timestamp; • number of times vehicle has been captured in the last 30 days; and • associated vehicles. B. CONSULTANT's description of product and services shall perform as detailed in Attachment A-1 C. CONSULTANT's database video footage on visual and contextual evidences are downloadable data deliverables to provide CITY users. 1. Survey Locations CONSULTANT shall furnish leasing all equipment, equipment maintenance, installation, materials, tools, and software services to implement ALPR devices across City of Palo Alto's designated key areas that shall include but not limited to the following tasks: a) CONSULTANT shall coordinate with CITY Project Manager and Public Works department to present several viable options for solar or AC power camera install feasibility for of up to Vers.: Aug. 5, 2019 Page 5 of 18 Item 11: Staff Report Pg. 11 Packet Pg. 190 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 forty (40) locations to present a deployment plan for the CITY to revie With Flock Safety era locations. CONSULTANT's deployment plan shall include a technician to conduct site survey to: • evaluate/reconfirm feasibility of a location per camera (location assessment, solar assessment, visibility review, etc.; • check line of sight to the road, safety plans and methods required to perform camera installation; and • evaluate/reconfirm adequate AT&T or T -Mobile cellular services in the area that is suitable by placing a white flag per location. b) CITY shall provide support (if needed) to provide permits, special equipment or vehicles, custom engineering drawings or traffic plans, concrete cutting and AC -powered installation source; c) CONSULTANT shall coordinate with State's PG&E "811" call service and CITY Utilities department for safe underground digging to mark each camera approved marking location for underground utilities within a 10 -foot radius. d) In preparation of scheduling camera installation date, CONSULTANT shall ship any site - specific material(s) that CONSULTANT's technician does not have on site and coordinate with CITY staff on scheduling process of any permits required, special equipment, safety assessment and traffic control safety plans. Installation (one-time service per camera location) a) On scheduled start date, CONSULTANT shall mount twenty (20) Falcon Camera devices (specifications are in detail reference as Attachment A-1) that meet standard installation procedures for Safety Performance Evaluation of Highway and Assessing Safety Hardware (NCHRP350/MASH), while adhering to standard procedural plans from the Manual of Uniform Traffic Control Devices (MUTCD). b) Of the 20 camera locations, fourteen (14) cameras shall require Standard Implementation service, which CONSULTANT shall perform camera mount(s) onto CITY's existing traffic pole infrastructure to meet CITY's/County of Santa Clara's Right of Way (ROW) for public use of existing property or future streets, curbs, planting strips or sidewalks. Standard Implementation is detailed therein in Attachment B-1. c) The remaining six (6) cameras shall require Advance Implementation service using required Department of Transportation (DOT) approved standard 12' CONSULTANT's above grade breakaway pole to meet DOT's "Right of Way and Land Survey" activity requirements within Caltrans' Interstate of Highway System geographic boundaries. Advanced Implementation is detailed therein in Attachment C-1. d) Upon camera mount installation of each cameras, CONSULTANT shall collaborate with CITY Utilities department for CITY electrician(s) to install AC power source and connectivity to the cameras (per Electrician Installation Steps specified in Attachment D-1). CONSULTANT shall inspect camera to verify device and visual line of sight meets mount/placement specification. Vers.: Aug. 5, 2019 Page 6 of 18 Item 11: Staff Report Pg. 12 Packet Pg. 191 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 2. Additional APLR Installation, Amendment No. 1 (one-time service p With Flock Safety a) On scheduled start date, CONSULTANT shall mount ten (10) Falcon Camera devices (specifications are in detail reference as Attachment A-1) that meet standard installation procedures for Safety Performance Evaluation of Highway and Assessing Safety Hardware (NCHRP350/MASH), while adhering to standard procedural plans from the Manual of Uniform Traffic Control Devices (MUTCD). b) The additional ten (10) cameras, as designated by CITY per location, shall require Standard Implementation service, which CONSULTANT shall perform camera mount(s) onto CITY's existing traffic pole infrastructure to meet CITY's/County of Santa Clara's Right of Way (ROW) for public use of existing property or future streets, curbs, planting strips or sidewalks. Standard Implementation is detailed therein in Attachment B-1. c) Upon camera mount installation of each cameras, CONSULTANT shall collaborate with CITY Utilities department for CITY electrician(s) to install AC power source and connectivity to the cameras (per Electrician Installation Steps specified in Attachment D-1). CONSULTANT shall inspect camera to verify device and visual line of sight meets mount/placement specification. II. MAINTENANCE CONSULTANT's Field Operation team is responsible for physical installation and maintenance of leased cameras and associated equipment provided by CONSULTANT during term of this Agreement. This includes CONSULTANT's team of technicians and maintenance schedulers to coordinate maintenance service with CITY staff. III. SUBSCRIPTION/SOFTWARE Post -Camera -Installation, CONSULTANT shall set up a software licensing subscription account training for CITY Project Manager to designate authorized CITY staff to access CONSULTANT's permission web -based portal and provide the CITY with training on best practices to search for relevant data. IV. ADVANCED SEARCH CONSULTANT shall collaborate with CITY police staff upon request to perform via the CONSULTANT'S software web interface to utilize advanced evidence search capabilities to operate convoy analysis; multi-geo search, visual search queries; and common plate analysis in which the LPR Advance Search functioning features shall perform to include: Visual Search to upload any digital image (i.e.) Ring doorbell footage, closed- circuit television stills or mobile phone pictures) to conduct vehicle search. Multi-Geo Search to connect crimes across different locations to a common suspect vehicle to expedite case clearance and prevent repeat offenses. Convoy Analysis on identifying vehicles frequently traveling together to identify accomplices in organized crimes (i.e. Motor Vehicle theft & drug trafficking). V. ADDITIONAL SERVICES (Optional) CITY can request for additional surveillance relocation(s), which shall be mutually written in Agreement as detailed therein within a Task Order (Exhibit A -I form) per Section 4 of the Agreement. CONSULTANT shall perform the following optional Additional Services Vers.: Aug. 5, 2019 Page 7 of 18 Item 11: Staff Report Pg. 13 Packet Pg. 192 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 for: with Flock Safety a) camera relocations; and b) camera and/or pole replacement to reinstall damage, theft or vandalism of ALPR equipment. Vers.: Aug. 5, 2019 Page 8 of 18 Item 11: Staff Report Pg. 14 Packet Pg. 193 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 ATTACHMENT A-1 with Flock Safety FALCON CAMERAS SPECIFICATIONS, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) CONSULTANT's Falcon Cameras LPR products, services, features, and general install shall perform in detail within the description listed below: .- FlockOS TM - Essentials An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the community. Law enforcement grade infrastructure -free (solar power + LTE) license plate Flock Safety Falcon ® recognition camera with Vehicle Fingerprint TM technology (proprietary machine learning software) and real-time alerts for unlimited users. Flock Safety Advanced Search Advanced Search is an optional upgrade for Law Enforcement Grade Falcon cameras. Advanced Search includes Convoy Analysis, Multi Geo Search, and Visual Search. Law enforcement grade infrastructure -free (solar power + LTE) license plate Flock Safety Falcon ® recognition camera with Vehicle Fingerprint TM technology (proprietary machine learning software) and real-time alerts for unlimited users. Law enforcement grade infrastructure -free (solar power + LTE) license plate Flock Safety Falcon ® recognition camera with Vehicle Fingerprint TM technology (proprietary machine learning software) and real-time alerts for unlimited users. One-time Professional Services engagement. Includes site and safety Professional Services - Existing Infrastructure Implementation assessment of existing vertical infrastructure location, camera setup and testing, Fee and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. FlockOS Features & Description The ability to request direct access to feeds from privately owned Flock Safety Community Network Access Falcon® LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases. Unlimited Users Unlimited users for FlockOS State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your state. With the vast Flock Safety sharing network, law enforcement agencies no longer Nationwide Network (License Plate Lookup Only) have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations. Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside of your jurisdiction. Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Search footage using Vehicle FingerprintTM technology. Access vehicle type, make, Vehicle Fingerprint Search color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks. Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports. ESRI Based Map Interface Map -based interface that consolidates all data streams and the locations of each connected asset, enabling greater situational awareness and a common operating picture. Receive automated alerts when vehicles entered into established databases for Real -Time NCIC Alerts on Flock ALPR Cameras missing and wanted persons are detected, including the FBI's National Crime Information Center (NCIC) and National Center for Missing & Exploited Vers.: Aug. 5, 2019 Page 9 of 18 Item 11: Staff Report Pg. 15 Packet Pg. 194 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 Children (NCMEC) databases. with Flock Safety Unlimited Custom Hot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera CONSULTANT shall perform general installation requirement as describe in detail below: Use Cases: • CONSULTANT'S SAFETY LICENSE PLATE READERS (LPRs) are designed to capture images of near license plates, aimed in the direction of traffic. • CONSULTANT'S LPRs are not designed to capture pedestrians, sidewalks, dumpsters, gates, other areas of non -vehicle traffic, or intersections. Placement ■ It captures vehicles driving away from an intersection. • It cannot point into the middle of an intersection. • It should be placed after the intersection, to prevent "stop and go" motion activation, or "stop and go" traffic. Mounting: • It can be mounted on existing utility, light, or traffic signal poles, or 12 foot CONSULTANT's poles. **NOTE** Permitting (or permission from pole owner) may be required in order to use existing infrastructure or install in specific areas, depending on local regulations & policies. • It should be mounted one per pole*. If using AC power, they can be mounted 2 per pole. o *Cameras need sufficient power. Since a solar panel is required per camera, it can prevent sufficient solar power if 2 cameras and 2 solar panels were on a single pole (by blocking visibility). Therefore, if relying on solar power, only one camera can be installed per pole. • They can be powered with solar panels or direct wire -in AC Power (no outlets). **NOTE** CONSULTANT does not provide Electrical services. Once installed, the agency or community must work with an electrician to wire the cameras. Electrician services should be completed within two days of installation to prevent the camera from dying. • They will require adequate cellular service using AT&T or T -Mobile to be able to process & send images Solar Panels ■ Solar panels need unobstructed southern -facing views Pole ■ If a location requires "DOT" approved pole (i.e., not CONSULTANT's standard pole), the "advanced implementation" cost will apply per Exhibit C-1, Schedule of Rates Vers.: Aug. 5, 2019 Page 10 of 18 Item 11: Staff Report Pg. 16 Packet Pg. 195 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 EXHIBIT B with Flock Safety SCHEDULE OF PERFORMANCE, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed ("NTP") from the CITY. Completion Milestones Number of Days/Weeks (as specified below) from NTP 1. ALPR Services 20 Camera Installation — Year 1 (one-time 60 days (Completed) service only) 2. 20 ALPR Services w/ Advanced Search — Year 1 (July 13, Ongoing within term of 2023 - July 12, 2024) Agreement (Completed) Amendment No. 1 3. ALPR Services 20 Cameras w/ Advanced Search — Year 2 Ongoing within Term of (July 13, 2024 — December 5, 2025) Agreement 4. ALPR Services 10 Camera Installation — Year 2 Ongoing within Term of (one-time service only) Agreement 5. 10 ALPR Services w/ Advanced Search — Year 2 Ongoing within term of (December 6, 2024 - December 5, 2025) Agreement (subject to completion of milestone 3) 6. 30 ALPR Services w/ Advanced Search — Year 3 Ongoing within term of (December 6, 2025 - December 5, 2026) Agreement 7. 30 ALPR Services w/ Advanced Search — Year 4 Ongoing within term of (December 6, 2026 - December 5, 2027) Agreement 8. 30 ALPR Services w/ Advanced Search — Year 5 Ongoing within term of (December 6, 2027 - December 5, 2028) Agreement 9. 30 ALPR Services w/ Advanced Search — Year 6 Ongoing within term of (December 6, 2028 - December 5, 2029) Agreement ® Optional Schedule of Performance Provision for On -Call or Additional Services Agreements. Vers.: Aug. 5, 2019 Page 11 of 18 Item 11: Staff Report Pg. 17 Packet Pg. 196 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 (This provision only applies if checked and only applies to on -call agreen ith Flock Safety Ji 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. Vers.: Aug. 5, 2019 Page 12 of 18 Item 11: Staff Report Pg. 18 Packet Pg. 197 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 EXHIBIT C COMPENSATION, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 with Flock Safety 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 $9,400 (paid in full) (ALPR Services 20 Camera Installation — Year 1 [one-time service only]) Task 2 $52,500 (paid in full) (ALPR Services 20 Cameras w/ Advanced Search — Year 1 [July 13, 2023 - July 12, 2024]) AMENDMENT NO.1 Task 3 $55,808.22* (partially paid $52,500) (ALPR Services 20 Cameras w/ Advanced Search — Year 2 [July 13, 2024 — December 5, 2025]) Task 4 $1,500 (ALPR Services 10 Camera Installation — Year 2 [one-time service only]) Task 5 $33,500) (ALPR Services 10 Cameras w/ Advanced Search — Year 2 [December 6, 2024 - December 5, 2025]) Vers.: Aug. 5, 2019 Page 13 of 18 Item 11: Staff Report Pg. 19 Packet Pg. 198 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 Task 6 $83,500 with Flock Safety (30 ALPR Services w/ Advanced Search — Year 3 [December 6, 2025 - December 5, 2026]) Task 7 $93,500 (30 ALPR Services w/ Advanced Search — Year 4 [December 6, 2026 - December 5, 2027]) Task 8 $93,500 (30 ALPR Services w/ Advanced Search — Year 5 [December 6, 2027 - December 5, 2028]) Task 9 $93,500 (30 ALPR Services w/ Advanced Search — Year 6 [December 6, 2028 - December 5, 2029]) Sub -total for Services $516,708.22 Reimbursable Expenses (if any) $0 Total for Services and Reimbursable $516,708.22 Expenses Additional Services $7,500 (if any, per Section 4 [Year 1 through 6]) Maximum Total Compensation $524,208.22 *Prorated Falcon Camera Lease & Software Licensing for (previously installed) 20 annual licensing fees to cover during initial subscription start date of 07/12/25 through 11/25/25 will be at NO COST included in this balance for year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs. *Prorated Flock Safety Advanced Search for (previously installed) 20 annual access fees to cover during initial subscription start date of 07/12/25 through 11/25/25 will be at NO COST included in this balance for Service year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs. *Prorated Falcon Camera Lease & Software Licensing for (previously installed) 20 annual licensing fees to cover during initial subscription start date of 11/13/25 through 12/5/25 will be at $3,808.22 included in this balance for year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs. *Prorated Flock Safety Advanced Search for (previously installed) 20 annual access fees to cover during initial subscription start date of 11/13/25 through 12/5/25 will be at $143.84/day included in this balance for year 2 of 6 Service to bridge over cumulative fees integrating with 10 added LPRs. Vers.: Aug. 5, 2019 Page 14 of 18 Item 11: Staff Report Pg. 20 Packet Pg. 199 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 REIMBURSABLE EXPENSES with Flock Safety 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. Vers.: Aug. 5, 2019 Page 15 of 18 Item 11: Staff Report Pg. 21 Packet Pg. 200 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 EXHIBIT C-1 SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) CONSULTANT's schedule of rates is as follows: Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 with Flock Safety CONSULTANT's Professional Services and One -Time Installation Purchases: Description (Year 1, 20 LPR Services) Price/Usage Fee Qty Subtotal Professional Services - Standard Implementation $350.00 14.00 $4,900.00 Professional Services - Advanced Implementation $750.00 6.00 $4,500.00 Description (Year 2, 10 LPR Services) Price/Usage Fee Qty Subtotal Professional Services - Standard Implementation $150.00 10.00 $1,500.00 Hardware and Software Products Recurring costs over 10 added APLR camera subscription 5 -year term (December 6, 2024 thru December 5, 2029): Description Price/Usage Qty Subtotal Fee Falcon Camera Lease & Software Licensing $3,000.00 10.00 $30,000.00 (annually) Flock Safety Advanced Search (annually) $3,500.00 1.00 $3,500.00 Recurring costs over 20 existing ALPR camera previously installed for continuing service subscription to cover until December 5, 2026. Recurring costs for additional 10 ALPR subscription are effective December 6, 2024: Description Price/Usage Qty Subtotal (effective since Jul. 1, 2023 Dec 1, 2026,) Fee 20 Falcon Camera Lease & Software Licensing $2,500.00 20.00 $50,000.00 (annually) 20 Flock Safety Advanced Search (annually) $2,500.00 1.00 $2,500.00 Description (effective Dec. 2, 2024 until Dec. 1, Price/Usage Qty Subtotal 2029) Fee 10 Falcon Camera Lease & Software Licensing $3,000.00 10.00 $30,000.00 (annually) 10 Flock Safety Advanced Search (annually) $3,500.00 1.00 $3,500.00 Vers.: Aug. 5, 2019 Page 16 of 18 Item 11: Staff Report Pg. 22 Packet Pg. 201 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 with Flock Safety EXHIBIT J FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) FLOCK GROUP INC. SERVICES AGREEMENT ORDER FORM This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and the customer identified below ("Agency") (each of Flock and Customer, a "Party"). This order form ("Order Form") hereby incorporates and includes the "GOVERNMENT AGENCY AGREEMENT" attached (the "Terms") which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date"). Agency: CA - Palo Alto Police Department Contact Name: James Reifschneider Legal Entity Name: City of Palo Alto Address: Phone: (650) 329-2406 275 Forest Ave E -Mail: Palo Alto, California 94301 james.reifschneider@cityofpaloalto.org Billing Contact: \FSBillingContactl\ Expected Payment Method: (if different than above) \FSExpectedPaymentMethodl\ Billing Term: Annual payment due Net 30 Initial Term: 80 months per terms and conditions Optional Renewal Term: 0 months Billing Frequency: Annual Plan - First Year Invoiced at Signing Professional Services and One -Time Purchases Name (Effective Jul. 1, 2023 thru Dec. 5, 2024) Price/Usage QTY Subtotal Fee Professional Services - Standard Implementation $350.00 14.00 $4,900.00 Fee Professional Services - Advanced Implementation $750.00 6.00 $4,500.00 Fee Vers.: Aug. 5, 2019 Page 17 of 18 Item 11: Staff Report Pg. 23 Packet Pg. 202 of 314 Docusign Envelope ID: 6EE3AC1 E-8953-47D3-856A-80DA617364D5 Professional Services — Existing Infrastructure, Standard Implementation (effective Dec. 6.2024 Hardware and Software Products Annual recurring amounts over subscription term U O z H p. Item 11 Attachment A - Amendment No.1 to Contract No. S23187316 with Flock Safety $150.00 1 10. Yrl Yr2 Yr3 Yr4 Yr5 Yr6 20 50,000 50,000 50,000 adv search 2,500 2,500 2,500 FlockOS install 9,400 61,900 52,500 52,500 TOTAL 10 30,000 30,000 adv search 1,000 1,000 FlockOS incl incl 32,500 3,000 Prorated Annual/Access Fee 3,308.22 30 90,000 90,000 90,000 adv search 3,500 3,500 3,500 FlockOS incl incl incl 93,500 93,500 93,500 Subtotal 61,900 88,308.22 83,500 93,500 93,500 93,500 514,208.22 30 61,900 88,308.22 83,500 90,000 90,000 90,000 adv search 1,000 Combined cost included above 3,500 3,500 3,500 FlockOS incl incl incl incl incl install 1,500 Amending NTE Total 61,900 90,808.22 83,500 93,500 93,500 93,500 516,708.22 Annual Subscription with Installation Subtotal Year 1: Annual Subscription w/ Installation Year 2 Subtotal: Annual Subscription Year 3 Subtotal: Annual Subscription Year 4 Subtotal: Annual Subscription Year 5 Subtotal: Annual Subscription Year 6 Subtotal Total Year 1 through 6 Subscription Amount: Additional Services for Camera & Pole Relocation/Replacement (if any): Maximum Subscription and Additional Services Total: $61,900.00 $90,808.22 $83,500.00 $93,500.00 $93,500.00 $93,500.00 $516,708.22 $ 7,500.00 $524,208.22 Vers.: Aug. 5, 2019 Page 18 of 18 Item 11: Staff Report Pg. 24 Packet Pg. 203 of 314 Certificate Of Completion Envelope Id: 6EE3AC1 E895347D3856A80DA617364D5 Subject: Docusign: Amendment No.1 S23187316 Flock_ALPR_FINAL.pdf Source Envelope: Document Pages: 18 Signatures: 2 Certificate Pages: 3 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 11/14/2024 2:58:51 PM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Mark Smith mark.smith@flocksafety.com General Counsel Flock Group Inc Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Garrett Langley garrett@flocksafety.com CEO Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Philip Mai Philip.Mai@CityofPaloAlto.org Buyer City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Holder: Mai, Philip Philip.Mai@CityofPaloAlto.org Pool: StateLocal Pool: City of Palo Alto Signature ESil"by: Id AC5C931454C24F3... Signature Adoption: Pre -selected Style Using IP Address: 75.238.233.32 ESigned by: F8BF5A945 Signature Adoption: Pre -selected Style Using IP Address: 104.28.32.197 Signed using mobile Signature Item 11 Attachment A - Amendment No.1 to GUSI9r1 Contract No. S23187316 Status: Se with Flock Safety Envelope Originator: Mai, Philip 250 Hamilton Ave Palo Alto , CA 94301 Philip.Mai@CityofPaloAlto.org IP Address: 199.33.32.254 Location: DocuSign Location: DocuSign Timestamp Sent: 11/14/2024 3:08:26 PM Viewed: 11/15/2024 4:30:51 PM Signed: 11/15/2024 4:31:14 PM Sent: 11 /15/2024 4:31:17 PM Resent: 11/16/20247:36:49 AM Viewed: 11/16/2024 7:54:53 AM Signed: 11/16/2024 7:55:12 AM Sent: 11 /16/2024 7:55:14 AM Viewed: 11/16/2024 8:17:08 AM Timestamp Editor Delivery Events Status Timestamp Item 11: Staff Report Pg. 25 Packet Pg. 204 of 314 Item 11 Attachment A - Agent Delivery Events Status Timest Amendment No.1 to Intermediary Delivery Events Status Timest Contract No. S23187316 with Flock Safety Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp James Reifschneider James.Reifschneider@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kyle Egkan kyle.egkan@flocksafety.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tariq Bright tariq.bright@flocksafety.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jack Hackworth jake.hackworth@flocksafety.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Angelica Ricafort Angelica.Ricafort@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Clerks's Office Org ClerksOffice@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign James LaCamp james.lacamp@flocksafety.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/14/2024 3:08:26 PM Item 11: Staff Report Pg. 26 Packet Pg. 205 of 314 Item 11 A - Envelope Summary Events Status Timest Amendment No.1 to dment o.1 Envelope Updated Security Checked 11/16/202 Contract No. S23187316 Envelope Updated Security Checked 11/16/202 with Flock Safety Envelope Updated Security Checked 11/16/202 . Envelope Updated Security Checked 11/16/2024 7:36:48 AM Payment Events Status Timestamps Item 11: Staff Report Pg. 27 Packet Pg. 206 of 314 Item 11 Attachment B - Council - approved Palo Alto Police Fixed ALPR Surveillance Surveillance Use Policy for fixed Automated License Plate 12! �; e Policy cv rc-ra�-r� (ALPR) Technology In accordance with Palo Alto Municipal Code Section PAMC 2.30.680(d), the Surveillance Use Policy for the Police Department's use of fixed ALPR technology is as follows: 1. Intended Purpose. The technology is used by the Palo Alto Police Department to convert data associated with vehicle license plates and vehicle descriptions for official law enforcement purposes, including but not limited to identifying stolen or wanted vehicles, stolen license plates and missing persons, suspect interdiction and stolen property recovery. 2. Authorized Uses. Department personnel may only access and use the ALPR system for official and legitimate law enforcement purposes consistent with this Policy. The following uses of the ALPR system are specifically prohibited: a. Harassment or Intimidation: It is a violation of this Policy to use the ALPR system to harass and/or intimidate any individual or group. b. Personal Use: It is a violation of this Policy to use the ALPR system or associated scan files or hot lists for any personal purpose. c. First Amendment Rights. It is a violation of this policy to use the [PR system or associated scan files or hot lists for the purpose or known effect of infringing upon First Amendment rights of any person. d. Invasion of Privacy: Except when done pursuant to a court order such as a search warrant, is a violation of this Policy to utilize the ALPR to record license plates except those of vehicles that are exposed to public view (e.g., vehicles on a public road or street, or that are on private property but whose license plate(s) are visible from a public road, street, or a place to which members of the public have access, such as the parking lot of a shop or other business establishment). 3. Information Collected. A fixed ALPR system captures the date, time, location, license plate (state, partial, paper, and no plate), and vehicle characteristics (make, model, type, and color) of passing vehicles, using the Palo Alto Police Department's ALPR's system and the vendor's vehicle identification technology. 4. Safeguards. All data will be closely safeguarded and protected by both procedural and technological means. The Palo Alto Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53): a. All ALPR data shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date, and time. Item 11: Staff Report Pg. 28 Packet Pg. 207 of 314 Item 11 Attachment B - Council - approved Palo Alto Police Fixed ALPR Surveillance b. Persons approved to access ALPR data under this policy are Use Policy ss the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation c. Such ALPR data may only be released to other authorized and verified local enforcement officials and agencies for legitimate law enforcement purposes. d. Every ALPR system inquiry must be documented by either the associated case number or incident number, and lawful reason for the inquiry. 5. Retention. The City's ALPR vendor, Flock Safety, will store the data (data hosting) and ensure proper maintenance and security of data stored in their data centers. Flock Safety will purge the data 30 days after collection; however, this will not preclude Palo Alto Police Department from maintaining any relevant vehicle data obtained from the system after that period if it has become, or it is reasonable to believe it will become, evidence in a specific criminal investigation or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence. Information gathered or collected, and records retained by Flock Safety cameras will not be sold, accessed, or used for any purpose other than legitimate law enforcement or public safety purposes. 6. Access by non -City Entities. The ALPR data may be shared only with other local law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise required by law, and as provided below: a. Requests i. A law enforcement agency may make a written request for specific data, including the name of the agency and the intended official law enforcement purpose for access ii. The request shall be reviewed by the Chief of Police or the authorized designee and approved before access is granted iii. The approved request is retained on file iv. Requests for ALPR data by non -law enforcement or non -prosecutorial agencies will be processed by the Department's custodian of records and fulfilled only as required by law. b. Memorandaphilip of Understanding i. Access to searchable data by other local law enforcement agencies shall only be granted pursuant to an MOU with that specific agency ii. Such MOU will provide that access will only be used for legitimate law enforcement or public safety purposes c. The Chief of Police or the authorized designee will consider the California Values Act (Government Code § 7282.5; Government Code § 7284.2 et seq), before approving the access to ALPR data. The Palo Alto Police Department does not permit the sharing of ALPR data gathered by the City or its contractors/subcontractors for purpose of federal immigration enforcement. Item 11: Staff Report Pg. 29 Packet Pg. 208 of 314 Item 11 Attachment B - Council - approved Palo Alto Police Fixed ALPR Surveillance Use Policy 7. Compliance Procedures. The Investigative Services Captain (or other police administrator as designated by the Police Chief) shall be responsible for compliance with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53): a. Only properly trained sworn officers, crime analysts, and police staff are allowed access to the ALPR system or to collect ALPR information. b. Ensuring that training requirements are completed for authorized users. c. ALPR system monitoring to ensure the security of the information and compliance with applicable privacy laws. d. Ensuring that procedures are followed for system operators and to maintain records of in compliance with Civil Code § 1798.90.52. e. The title and name of the current designee in overseeing the ALPR operation is maintained. Continually working with the Custodian of Records on the retention and destruction of ALPR data as required. f. Ensuring this policy and related procedures are conspicuously posted on the Department's dedicated ALPR website. It is the responsibility of the Investigative Services Captain (or other police administrator as designated by the Police Chief) to ensure that an audit is conducted of ALPR detection inquiries at least once during each calendar year. The Department will audit a sampling of the ALPR system utilization from the prior 12 -month period to verify proper use in accordance with the above authorized uses. The audit shall randomly select at least 10 detection browsing inquiries conducted by department employees during the preceding six-month period and determine if each inquiry meets the requirements established by policy. This audit shall take the form of an internal Department memorandum to the Chief of Police. The memorandum shall include any data errors found so that such errors can be corrected. After review by the Chief of Police, the memorandum and any associated documentation shall be filed and retained by the Department. Item 11: Staff Report Pg. 30 Packet Pg. 209 of 314 Item 12 Item 12 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Administrative Services Meeting Date: December 2, 2024 Report #:2410-3651 TITLE Approval of the Second Amendment to Lease Agreement Between Palo Alto Unified School District (PAUSD) and City of Palo Alto for a Portion of the Cubberley Site at 4000 Middlefield Road through December 31, 2029, Not -to -Exceed $2,500,000 in Rent per Year; CEQA Status — Not a Project RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager, or their designee, to execute the Second Amendment to Lease Agreement by and Between Palo Alto Unified School District, as Landlord, and City of Palo Alto, a California Chartered Municipal Corporation, as Tenant, in accordance with the Memorandum of Understanding (MOU) that the City Council unanimously approved on October 7,2024. BACKGROUND Cubberley Community Center has been operated by the City of Palo Alto since 1990. Space is available for rent by the hour, either one-time or on a regular basis for community meetings, seminars, social events, dances, theater performances, music rehearsals and athletic events. Cubberley is also occupied by organizations that provide services to the community in areas of education, health, childcare, dance, and music instruction. A portion of the Cubberley site is owned by the City and the remainder is owned by PAUSD, as shown in Exhibit B to the attached agreement (Attachment A). The City currently leases a portion of the PAUSD-owned part of Cubberley on a 54 -month term lease agreement that was approved by the City Council on June 23, 2020 and is scheduled to expire on December 31, 20241. The agreement contains an option to modify the leased area and rent accordingly and was exercised when the City Manager executed the First Amendment on June 28, 2022. 1 City Council, 6/23/2020, Staff Report # 11460, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas- minutes-reports/reports/city-ma nager-reports-cmrs/year-archive/2020/id-11460.pdf Item 12: Staff Report Pg. 1 Packet Pg. 210 of 314 Item 12 Item 12 Staff Report On October 7, 2024, the City Council unanimously passed a motion authorizing the City Manager to execute a MOU with PAUSD for the purchase and lease of land at Cubberley and directed staff and a Cubberley Ad Hoc Committee to proceed with next steps including but not limited to resumption of master planning for the Cubberley site and undertaking the development of formal agreements including a new lease agreement and a purchase and sale agreement2. ANALYSIS Staff has negotiated an amendment with PAUSD in accordance with the MOU under the basic terms summarized below. • Premises: As detailed in Revised Exhibit B of the Second Amendment. Room M3 is being added to the current premises leased by the City, as PAUSD will allow the City to use the space at no cost on a first -come, first -served basis as part of an agreement that allows PAUSD to use the pavilion free of charge for student gym classes. • Term: Extended through December 31, 2029. However, should the bond measure referenced in the MOU not be placed on the ballot or fail to pass, either party may terminate the lease on or after June 30, 2027. Prior to the termination date, the parties will meet and discuss alternative plans, which could include extending the termination date of the lease or entering into a new lease for a portion of PAUSD's property. • Base Rent: Equivalent to $2,000,000 annually. Upon the PAUSD's discontinued use of its property at the site (except access to Greendell and associated parking), base rent will increase to $2,500,000 annually. In recognition of previous disputed responsibility for PAUSD's contribution of maintenance costs arising before the extension date, PAUSD will credit the City $1,000,000 in base rent over a six-month period starting on July 1, 2026. • Utilities: City will continue to be responsible for all utilities. • Maintenance and Repair: City will maintain the premises it rents and the common areas on the property. City is not responsible for the maintenance of all areas of the Property that are not part of the premises or common areas. For buildings in which City leases only one (or some) rooms as part of the premises, the City will maintain the entire building except for the interior spaces of the rooms that are not part of the premises. 2 City Council, 10/7/2024, Staff Report # 2409-3500, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=6500 Item 12: Staff Report Pg. 2 Packet Pg. 211 of 314 Item 12 Item 12 Staff Report FISCAL/RESOURCE IMPACT Approval of this amendment extends the City's lease of a portion of the PAUSD owned part of the Cubberley site at 4000 Middlefield Road potentially through December 31, 2029. Base rent is $2,000,000 per year to be paid in equal monthly installments and will increase to $2,500,000 per year if PAUSD discontinues use of its property at the site. FY2025 Adopted Budget and long-range financial forecast (LRFF) includes adequate rent appropriation based upon the current lease with PAUSD and future budget development will include appropriation according to this amended lease. In recognition of previous disputed responsibility for PAUSD's contribution of maintenance costs arising before the extension date, PAUSD will credit the City $1,000,000 in base rent over a six-month period starting on July 1, 2026. The City will continue to be responsible for costs related to utilities and will assume all responsibility for maintenance and associated costs for both leased and common areas. STAKEHOLDER ENGAGEMENT Following execution of the MOU, PAUSD and City staff worked together to reach agreement on this amendment in alignment with the MOU. This agreement will be scheduled for the PAUSD Board's approval at their December 17, 2024 meeting. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) because amending a lease is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5). ATTACHMENTS Attachment A: Second Amendment to Lease Agreement by and Between Palo Alto Unified School District as Landlord and City of Palo Alto, a California Chartered Municipal Corporation as Tenant APPROVED BY: Lauren Lai, Administrative Services Director Item 12: Staff Report Pg. 3 Packet Pg. 212 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and SECOND AMENDMENT TO Between Palo Alto LEASE AGREEMENT BY AND BETWEEN PALO ALTO UNI Unified School District as DISTRICT AS LANDLORD AND CITY OF PALO ALTO, A C Landlord and City of Palo CHARTERED MUNICIPAL CORPORATION AS TEl Alto, a California Chartered Municipal THIS SECOND AMENDMENT TO LEASE AGREEMENT ("Second Am Corporation asTenant and entered into as of the date of its full execution, by and between Palo Alto Unified School District ("Landlord") and City of Palo Alto, a California chartered municipal corporation ("Tenant"). Landlord and Tenant are collectively referred to herein as the "Parties". RECITALS A. Landlord and Tenant are parties to that certain Lease, dated July 1, 2020, as amended by that certain First Amendment to and Partial Termination of Lease Agreement, dated June 28, 2022 (collectively, the "Lease"); B. Pursuant to the Lease, Landlord has leased to Tenant comprising approximately 51,846 square feet of rentable building area and 15.94 acres of outdoor recreational area ("Premises") of the Cubberley School ("Property"); C. The Term under the Lease expires on December 31, 2024; D. On October 28, 2024, the Parties executed a Memorandum of Understanding ("MOU") setting forth the Parties' mutual understanding of the steps each would take pursue the redevelopment of the Cubberley Community Center and District schools. The MOU, set forth in Exhibit C attached to this Second Amendment, contemplates the Parties would execute an extension to the Term under the Lease; E. The Parties desire to extend the Term under the Lease on the following terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: SECTION 1. The following attachments to the Lease are hereby amended and replaced and each is hereby incorporated in full into this Second Amendment and into the Lease by this reference as follows: Basic Lease Information of the Lease is hereby amended to read as set forth in Exhibit A to this Second Amendment; Exhibit B of the Lease (Premises) is hereby amended to read as set forth in Revised Exhibit B to this Second Amendment. SECTION 2. Section 2.1 (Premises) of Article 2 (Premises) of the Lease is amended to read as follows: Item 12: Staff Report Pg. 4 Packet Pg. 213 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and 2.1 Premises. The Premises demised by this Lease are as specif Between Palo Alto ase Information. The Premises have the address and contain the square footage unified School District as Basic Lease Information; provided, however, that any statement of square f Landlord and City of Palo this Lease is an approximation which Landlord and Tenant agree is reasona terms based thereon shall be subject to revision whether or not the actual sq Alto, a California Chartered Municipal is re or less. Tenant shall have the right to reduce the Premises by surrendering t Corporation a'Tenant to Landlord upon 30 days written notice. The portion of the Property including, but not limited to, parking, walkways, and other portions of the Property which are non-exclusive are collectively referred to herein as the "Common Areas". Tenant shall have the non-exclusive right during the Term to use the Common Areas along with others having the right to use the Common Areas. Landlord shall have exclusive use of the restrooms in Building A and B. SECTION 3. Article 3. (Term) of the Lease is amended to read as follows: 3. TERM. The term of this Lease ("Term") shall be for the period specified in the Basic Lease Information, commencing on the Commencement Date ("Commencement Date"). This Lease shall terminate at midnight on December 31, 2029 ("Expiration Date"), unless sooner terminated or extended as hereinafter provided. SECTION 4. Paragraphs (b) and (c) are added to Section 4.1 (Base Rent) of Article 4 (Rent) as follows: (b) If Landlord discontinues its use of the Property and Tenant and Landlord agree that Tenant shall lease the full Property, the Base Rent shall be $2,500,000 per year. Landlord shall provide Tenant with written notice of its decision to discontinue its use of the Property at least ninety (90) days in advance of such discontinuance. If written notice is not provided at least ninety (90) days in advance, the increase in Base Rent shall not increase until 90 days from the date of the written notice. Notwithstanding the foregoing, Landlord shall retain a right of access to and parking for Greendell School. (c) Landlord shall provide Tenant with a credit of $1,000,000 for disputed maintenance costs incurred prior to December 31, 2024. The credit shall be provided against the Base Rent in six equal monthly installments of $166,666.67 each, commencing on July 1, 2026. SECTION 5. Section 8.1 (Maintenance and Repair by Tenant) of Article 8 (Maintenance and Repair of Premises) of the Lease shall be amended to read as follows: 8.1 Maintenance and Repair by Tenant. Tenant shall maintain the Premises and Common Areas on the Property in substantially the same condition as of the Extension Date of this Lease Term. (Tenant is not responsible for the maintenance of all areas of the Property that are not part of the Premises or Common Areas). For buildings in which Tenant leases only one (or some) rooms as part of the Premises, the Tenant shall maintain the entire building except for the interior spaces of the rooms that are not part of the Premises. Tenant's repair and maintenance obligations include, without limitation, repairs to: all interior and exterior work and Common Areas on the Property, and all janitorial, pest control, plumbing, fire sprinkler, sewage, Item 12: Staff Report Pg. 5 Packet Pg. 214 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and heating, ventilation, air-conditioning, roof repair and replacement, electrica Between Palo Alto facilities, irrigation systems, fences, landscaping, litter collection and remo Unified School District as further, at its own costs and expense, repair or restore any damage or injury Landlord and City of Palo the Property caused by Tenant or Tenant's agents, employees, invitees, lice Alto, a California contractors, including but not limited to repairs or replacements necessitate4 Chartered Municipal construction or installation of Alterations to the Premises by or on behalf o Corporation asTenant moving of any property into or out of the Premises; or Tenant's use and occupancy of the Premises. In the event that any law, regulation or mandate requires the expenditure in excess of $250,000 to bring the Property, or any portion thereof, into compliance the Parties shall negotiate in good faith a cost sharing agreement as between Landlord and Tenant for any amount in excess of $250,000. If no agreement is reached after ninety (90) days from the commencement of negotiations, the Parties agree to resolve the matter through the option available in Section 22.7 of this Lease. SECTION 6. Section 19.4 is hereby added to Article 19 (Early Termination by Tenant) of the Lease to read as follows: 19.4 Bond Measure. The Parties acknowledge Tenant's intention to submit a bond measure for voter approval to fund the purchase and redevelopment of a portion of the Property in November 2026. The bond measure is contingent on Landlord and Tenant each creating certain planning documents prior to the election. If such bond measure is not placed on the ballot by the statewide November election of 2026, or if it is placed on the ballot and the measure is not approved, either party may terminate this Lease early with an effective termination date on or after June 30, 2027. The party seeking to terminate this Lease shall give the other party at least one hundred eighty (180) days written notice prior to the effective termination date. Prior to the termination date, the Parties will meet at least once in good faith to discuss alternative plans. SECTION 7. This Second Amendment is subject to the following terms: This Second Amendment sets forth the entire agreement between the Parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. 7.2 Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Second Amendment, the provisions of this Second Amendment shall govern and control. The capitalized terms used in this Second Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Second Amendment. 7.3 Each party represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Second Amendment, and agrees to reimburse, indemnify, save, defend (at the indemnified party's option and with counsel reasonably acceptable to the indemnified party, at the indemnifying party's sole cost and expense) and hold harmless the other party for, from and against any and all cost or liability for compensation claimed by any other broker or agent employed or engaged by it or claiming to have been employed or engaged by it. Item 12: Staff Report Pg. 6 Packet Pg. 215 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and Between Palo Alto 7.4 As of the Execution Date, each party represents and wanani Unified School District as that, to its actual knowledge, (i) Landlord and Tenant are not in default of a Landlord and City of Palo ve obligations under the Lease and (ii) no event has occurred that, with the pas Alto, a California giving of notice (or both) would constitute a default by either Landlord or Chartered Municipal Corporation asTenant 7.5 Each signatory of this Second Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. IN WITNESS WHEREOF, Landlord and Tenant have entered into and executed this Second Amendment as of the last date of signature. LANDLORD: Palo Alto Unified School District By: _ Name: Title: Dated: TENANT: City of Palo Alto, a California chartered municipal corporation By: Name: Title: City Manager or Designee Dated: Approved as to form: Tim Shimizu Assistant City Attorney Item 12: Staff Report Pg. 7 Packet Pg. 216 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and Exhibit A Between Palo Alto Revised Basic Lease Information Unified School District as Landlord and City of Palo Alto, a California Chartered Municipal Lease Date: Dated as of July 1, 2020 for reference pu Corporation asTenant Landlord: Palo Alto Unified School District Landlord's Address: Palo Alto Unified School District 25 Churchill Avenue Palo Alto, CA 94306 Attn: Superintendent of Schools Tenant. • City of Palo Alto Tenant's Address: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Manager, Real Property Property: The 27.48 -acre Cubberley School consisting of approximately 15.94 acres of outdoor recreational area and an additional 11.54 acres of land improved with walkways, a parking lot, and 104,600 square feet of buildings, as depicted in Exhibit A ("Property"). Usable Area: Approximately 807,486 square feet of area consisting of 15.94 acres (694,346 square feet) of outdoor recreational area and 104,600 square feet of buildings ("Usable Area"). Premises: A portion of the Usable Area, as shown in Revised Exhibit B, consisting of the theater, pavilion, Gym A, Gym B, Rooms G5 and G8, City facilities within the G Building, S Building, FOPAL and fields. Landlord will allow the use of M3 at no cost on a first -come, first -served basis as part of an agreement that allows Landlord to use the pavilion free of charge for student gym classes. Use of M3 will require compliance with a Use of Facilities permit per statute and per District processes. Length of Term: 114 months Item 12: Staff Report Pg. 8 Packet Pg. 217 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and Between Palo Alto Commencement Date: July 1, 2020 Unified School District as Landlord and City of Palo Extension Date January 1, 2025 Alto, a California Chartered Municipal Expiration Date: December 31, 2029 Corporation asTenant Extension Option: None Base Rent: From and after the Extension Date, Tenant will pay to Landlord $2,000,000 annually as Base Rent. Rent shall be paid in monthly installments of $166,666.66 per Section 4.1. In recognition of previous disputed responsibility for Landlord's contribution of maintenance costs arising before the Extension Date, Landlord will credit Tenant $1,000,000 for disputed maintenance costs incurred prior to December 31, 2024. The credit will be provided against the Base Rent in six equal monthly installments of $166,666.67 each, commencing on July 1, 2026. If the Premises are expanded to include the entirety of the Property, Base Rent will increase to $2,500,000 annually to be paid in monthly installments of $208.333.33. Security Deposit: $0 Permitted Use: Any use permitted by law Brokers: None Item 12: Staff Report Pg. 9 Packet Pg. 218 of 314 SocceriFootbal/ Rugby Feld Revised Exhibit B Premises S&hbal 412 G7 C' :,S GS G6 11111 I Gym Gym Patrion B A A7 M4 A6 B AS B uir M3 Amphitheatre A4 g Theatre .., ' ti1i 5 ■ T LS K6 KS L4 K4 K1 13 K2 KII I 1 I Lt F6 F5 E4F3 E3 F2 EI F1 U1 U2 U4 Tr _wj$ Item 12 Attachment A - Second Amendment to Lease Agreement by and Between Palo Alto Unified School District as Landlord and City of Palo Alto, a California Chartered Municipal Corporation as Tenant North Softball 1 IK H1 P Map Legend Cubberley Community Center City Facilities Accessible Parking 4000 Middlefield Road, Palo Alto, CA 94303 Tel. 650.329.2418 Fax 650.856.8756 Long Term Tenants • Restrooms www.cityofpaloalto org Rental Rooms PAUSD (ubberley a)cityofpaloalto org Office Hours: Monday - Thursday 8:30am to 5:30pm Exhibit is for illustration purposes only. The Property is the approximate area outlined in red. Landlord currently occupies the areas referenced by the legend as PAUSD and has exclusive rights to the restrooms in Buildings A and B. The remaining areas are the Tenant's Premises and Common Area. Item 12: Staff Report Pg. 10 Packet Pg. 219 of 314 Exhibit C Memorandum of Understanding (see following pages) Item 12 Attachment A - Second Amendment to Lease Agreement by and Between Palo Alto Unified School District as Landlord and City of Palo Alto, a California Chartered Municipal Corporation as Tenant Item 12: Staff Report Pg. 11 Packet Pg. 220 of 314 ( ) CITY OF PALO ALTO MEMORANDUM OF UNDERSTANDING PAL Item 12 Attachment A - Second Amendment to Lease Agreement by and Between Palo Alto Unified School District as Landlord and City of Palo Alto, a California Chartered Municipal asTenant This Memorandum of Understanding ("MOU") sets forth the mutual understanding of the City and District regarding a series of steps each will take in a collaborative effort to pursue the redevelopment and improvement of Cubberley and District schools. The City of Palo Alto (City) intends to purchase 7 acres of Cubberley Community Center (Cubberley) from the Palo Alto Unified School District (District) in 2027, contingent on November 2026 voter approval of a City - sponsored bond to fund acquisition and development of the Cubberley site. The District intends to use the proceeds of the sale to develop and improve schools throughout Palo Alto. Prior to the 2026 election, the City and the District will each develop their respective conceptual plans for use of voter -approved bond proceeds, with the intention of jointly communicating to the public the City and District improvements that will be enabled by the bond. Dates identified reflect estimated schedules and parties will work to meet them or as soon thereafter as possible. Subject to approval by the Palo Alto City Council and the Board of Education of the Palo Alto Unified School District, the City and District propose to undertake developing formal agreements such as a purchase and sale agreement and lease agreement as needed to implement the intentions described in the below sale and lease term sheet. A lease extension will reflect final details on areas currently occupied by the District and to be leased by the City once the District discontinues use. The lease will also ensure resolution of disputed responsibility for maintenance costs in years prior to December 2024. Cubberley Sale and Lease Term Sheet 1. Sale Terms: In 2027, contingent on voter approval of a bond measure in 2026, the City will purchase 7 acres from the District at the price of $65.5 million. This includes the area currently developed with permanent buildings. a. The purchase price reflects a current (2024) valuation of $60.65 million, escalated by 2.6% per year over 3 years for purchase in 2027. b. By March 30, 2026, the City will develop a plan for a new community center and related uses on the site. c. By March 30, 2026, the District will develop a plan for the use of sale proceeds for the improvement of Palo Alto schools. d. The City and District will coordinate planning for citywide outreach on the goals and plans in support of the proposed sale. e. With a successful bond election, the City will transmit sale proceeds to the District by July 1, 2027. If the bond measure is not placed or the 2026 ballot or is not approved, the proposed sale will not occur. 2. Lease Extension: By January 1, 2025, the City and District will execute a five-year lease of the property based on the following terms: Item 12: Staff Report Pg. 12 Packet Pg. 221 of 314 Item 12 Attachment A - Second Amendment to Lease Agreement by and a. The City will lease all District property at the site (not used b Between Palo Alto Unified School District as for $2.0 million per year and assume all responsibility f Landlord and City of Palo associated costs for both leased and common areas. Alto, a California b. Upon the District's discontinucd use of its property at the s Chartered Municipal Greendell and associated parking), the lease price will increa Corporation asTenant year. c. In recognition of disputed responsibility for maintenance costs, the School District will credit the City $1.0 million in rent payments in FY 2027. 3. Subsequent Actions, if necessary: a. Should the bond measure not be placed on the ballot or fail to pass, all leases and obligations will terminate on June 30, 2027, Prior to the termination date, the parties will meet and discuss alternative plans, which could include extending the termination date of the lease or entering a new lease for a portion of the District's property. b. If determined advantageous through the planning efforts of either party, by mutual agreement the parties may modify the property line between their properties and other site arrangements. This MOU is not intended to be, and does not constitute, a binding agreement by the City and the District, nor an agreement by the City and the District to enter into a binding agreement. Nor does this MOU establish a legal partnership or any other legal relationship. This MOU reflects the present understanding of the City and District and a desire by both to develop, respectively, plans for school improvements and a community center, and to collaborate in placing a bond measure before the voters to fund the school improvements and a community center. Neither the City nor the District may claim any legal rights against the other by reason of the signing of this memorandum of understanding or by taking any action in reliance hereon, and each party fully understands that neither party will have any legal obligations to the other, or with respect to the proposed activities in this MOU. The City and the District look forward to this joint effort to develop and improve school and community facilities throughout Palo Alto for the benefit of the entire community. The signatures below indicate our shared understanding and commitment to collaborate to advance the goals described in this MOU. Ed Shikada City Manager, City of Palo Alto Don Austin Superintendent, Palo Alto Unified School District Item 12: Staff Report Pg. 13 Packet Pg. 222 of 314 Item 13 Item 13 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: CONSENT CALENDAR PALO Lead Department: Public Works ALTO Meeting Date: December 2, 2024 Report #:2410-3606 TITLE Approval of Amendment No. 2 to Contract No. C20176877 with Schaaf & Wheeler in the Amount of $77,360 for a total not -to -exceed amount of $867,278 and Extend the Contract Term for the Corporation Way System Upgrades and Pump Station (SD -21000), West Bayshore Road Pump Station (SD -20000) and West Bayshore Trunk Line Improvements (SD -23000) Projects; CEQA Status — Exempt Under CEQA Guidelines Section 15301 RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Amendment No. 2 to Contract No. C20176877 with Schaaf & Wheeler Consulting Civil Engineers for additional construction administration services in an amount not -to -exceed $77,360, including $70,327 for base services and $7,033 for additional services, resulting in a total Contract not -to -exceed amount of $867,278, and extend the Contract term through February 28, 2026, for the Corporation Way System Upgrades and Pump Station (SD -21000), West Bayshore Road Pump Station (SD -20000), and West Bayshore Road Trunk Line Improvements (SD -23000) projects. BACKGROUND The Corporation Way System Upgrades and Pump Station, West Bayshore Road Pump Station, and West Bayshore Road Trunk Line Improvements projects are three of the highest -priority storm drain projects identified in the City's 2015 Storm Drain Master Plan. Design contract C20176877 was awarded to Schaaf & Wheeler Consulting Civil Engineers (Schaaf & Wheeler) on June 15, 2020.1 The original consultant's contract had a four-year term that extended to May 30, 2024. Schaff & Wheeler was unable to complete the project by that date due to unforeseen circumstances. Delays included securing easements within private properties and obtaining project entitlement and building permit approvals. These activities took longer than expected and delayed the project design. Due to these unexpected delays, staff and consultants agreed to amend the contract and extend the term for six months. Amendment No. 1, dated March 11, 1 City Council, June 15, 2020; Agenda Item #2; SR #10992 https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=80673 Item 13: Staff Report Pg. 1 Packet Pg. 223 of 314 Item 13 Item 13 Staff Report 2024, extended the term through November 30, 2024, per Palo Alto Municipal Code section 2.30.290, but did not include changes to scope or fee. ANALYSIS Amendment No. 2 (Attachment A) increases the funding for construction support based on the consultant's 2024 rate fee schedule and extends the contract term through February 28, 2026. The total cost associated with the rate fee increase in Amendment No. 2 is $77,360, with the total contract amount increasing from $789,918 to $867,278. The project requires the expertise of Schaaf & Wheeler for construction support during the construction phase of the project. Staff solicited construction bids in July 2024 and no bids were received. Staff re -advertised the project and received one construction bid, but the cost was much higher than the engineer's estimate. Staff is currently modifying the scope to bid the project for a third time. FISCAL/RESOURCE IMPACT Funding for the contract amendment recommended in this report is available in the Fiscal Year 2025 Adopted Capital Budget for the West Bayshore Road Pump Station (SD -20000), Corporation Way System Upgrades and Pump Station (SD -21000) and West Bayshore Trunk Line Improvements (SD -23000) projects. STAKEHOLDER ENGAGEMENT Staff has presented to and will continue to notify and update the Storm Water Management Oversight Committee on the progress of the three projects. Extensive public outreach will be conducted before and during the construction phase to keep the community informed throughout the process, including flyers sent to adjacent residences and businesses, and notices posted online on Nextdoor and the City's website. ENVIRONMENTAL REVIEW The project is categorically exempt from the provisions of the California Environmental Quality ACT (CEQA) under Section 15301(d) of the CEQA Guidelines. ATTACHMENTS Attachment A: Schaaf & Wheeler Consulting Civil Engineers, Contract C20176877, Amendment No. 2 APPROVED BY: Brad Eggleston, Director Public Works/City Engineer Item 13: Staff Report Pg. 2 Packet Pg. 224 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment AMENDMENT NO. 2 TO CONTRACT NO. C20176877 No. 2 BETWEEN THE CITY OF PALO ALTO AND SCHAAF & WHEELER CONSULTING ENGINEERS This Amendment No. 2 (this "Amendment") to Contract No. C20176877 (the "Contract" as defined below) is entered into as of November 18, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and SCHAAF & WHEELER CONSULTING ENGINEERS, a California corporation, located at 4699 Old Ironsides Drive ("CONSULTANT"). CITY and CONSULTANT are referred to collectively as the "Parties" in this Amendment. RECITALS A. The Contract (as defined below) was entered into by and between the Parties to provide engineering design, analysis, planning and construction management support in connection with the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Project, as detailed therein. B. The Parties now wish to amend the Contract in order to (1) increase compensation by Seventy -Seven Thousand Three Hundred Sixty Dollars and Four Cents ($77,360.04), from Seven Hundred Eighty -Nine Thousand Nine Hundred Eighteen Dollars ($789,918.00) to a new not -to - exceed total compensation of Eight Hundred Sixty -Seven Thousand Two Hundred Seventy -Eight Dollars and Four Cents ($867,278.04); (2) update the Schedule of Performance; (3) update the Schedule of Rates; and (4) extend the contract term by twenty-seven (27) months through February 28, 2026, as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: Contract. The term "Contract" shall mean Contract No. C20176877 between CONSULTANT and CITY, dated June 15, 2020, as amended by: Amendment No.1, dated March 11, 2024 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 the Agreement shall be from the date of its full execution through February 28, 2026 unless terminated earlier pursuant to Section 19 of this Agreement." Vers.: Aug. 5, 2019 Page 1 of 9 Item 13: Staff Report Pg. 3 Packet Pg. 225 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment SECTION 3. Section 4 "NOT TO EXCEED COMPENSATION" of th "o' 2 eby amended to read as follows: "The compensation to be paid to CONSULTANTfor 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 Seven Hundred Eighty -Eight Thousand Four Hundred Thirty -Five Dollars and Thirty -Four Cents ($788,435.34) 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 Seventy -Eight Thousand Eight Hundred Forty -Four Dollars and Seventy Cents ($78,842.70), and the total compensation under this Agreement for Basic Services, Additional Services and any specified reimbursable expenses shall not exceed Eight Hundred Sixty -Seven Thousand Two Hundred Seventy -Eight Dollars and Four Cents ($867,278.04) as detailed in Exhibit C. 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/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 "SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2", AMENDED, REPLACES PREVIOUS. b. Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 2", AMENDED, REPLACES PREVIOUS. c. Exhibit "C-2" entitled "SCHEDULE OF RATES, AMENDMENT NO. 2", ADDED. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. Vers.: Aug. 5, 2019 Page 2 of 9 Item 13: Staff Report Pg. 4 Packet Pg. 226 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment No. 2 (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 9 Item 13: Staff Report Pg. 5 Packet Pg. 227 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment SIGNATURES OF THE PARTIES No. 2 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 Signed by: By: Glen M Anderson Name: vice President RCE 76720 Title: Officer 2 Signed by: Ev38554 By. FFBD1594CC Daniel 7. Schaaf, secretary Name: vice President Title: Attachments: EXHIBIT "B" entitled "SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2", AMENDED, REPLACES PREVIOUS. EXHIBIT "C" entitled "COMPENSATION, AMENDMENT NO. 2", AMENDED, REPLACES PREVIOUS. EXHIBIT "C-2" entitled "SCHEDULE OF RATES, AMENDMENT NO. 2", ADDED. Vers.: Aug. 5, 2019 Page 4 of 9 Item 13: Staff Report Pg. 6 Packet Pg. 228 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment EXHIBIT "B" No. 2 SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) CONSULTANT shall perform the Services to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased ordecreased 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. The order for Construction Administration Services, Task H-1, H-2 and H-3 may be changed at City's discretion. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the Notice To Proceed ("NTP"). Task/Milestones Completion Date(s) A. Preliminary Design Completed B. Final Design May 10, 2024 C. Cost Estimate May 10, 2024 D. Meetings May 10, 2024 E. Work Product Submittal May 10, 2024 F. Construction Documents May 10, 2024 G. Regulatory & City Permits May 10, 2024 H. Construction Administration Services H-1 Corporation Way System Upgrades and Pump Station February 28, 2026 H-2 West Bayshore Road Pump Station Improvement February 28, 2026 H-3 West Bayshore Trunk Line Improvement February 28, 2026 Vers.: Aug. 5, 2019 Page 5 of 9 Item 13: Staff Report Pg. 7 Packet Pg. 229 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C2O176877, Amendment No. 2 in is N in N N N N N N N Y1 N N in b N N b b O� e�i N y Y m N O. Y Y H H N Y Y •� LJ E O Y J J Y Y Y Y J F 4 ; LL LL w LL LL LL � LL H F H F F H H H F H H H F F N N N N N N N N N H O N ~ ~ a N N N J o 0 0 0 o g o g 8 E E E 8 E E E E E E O 9 O O 9 O O O O O O G O N N O 9 u E Y o y Fyn yFu� FMu w D E E E c _ E E € 8 m E r r II' If II' f 1' If If II' V V V P IP If 1' 1' 1' 1' e e 1' 1' 1' Vers.: Aug. 5, 2019 Page 6 of 9 Item 13: Staff Report Pg. 8 Packet Pg. 230 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 EXHIBIT "C" COMPENSATION, AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment No. 2 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 A $183,419.74 (Preliminary Design) Task B $199,219.97 (Final Design) Task C $17,889.76 (Cost Estimate) Task D $26,624.07 (Meetings) Task E $26,810.13 (Work Product Submittals) Task F (Construction Documents) $19,044.84 Task G $21,064.33 (Regulatory City Permits) Task H (Construction Administration Services) H-1 Corporation Way System Upgrade $137,458.75 and Pump Station H-2 West Bayshore Road Pump Station $137,458.75 H-3 West Bayshore Road Trunk $19,445.00 Vers.: Aug. 5, 2019 Page 7 of 9 Item 13: Staff Report Pg. 9 l Packet Pg. 231 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 Item 13 Attachment A - Schaaf & Wheeler Contract C20176877, Amendment Line Improvement No.2 Sub Total Basic Services $788,435.34 Total Basic Services and Reimbursable Expense (If Any) $788,435.34 Additional Services (Not To Exceed) $78,842.70 Maximum Total Compensation $867,278.04 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 (not applicable). Vers.: Aug. 5, 2019 Page 8 of 9 Item 13: Staff Report Pg. 10 Packet Pg. 232 of 314 Docusign Envelope ID: 77352591-804F-49FC-A166-F95A2F9B02A0 EXHIBIT "C-2" SCHEDULE OF RATES, AMENDMENT NO. 2 (ADDED) Hourly Rates effective March 7, 2024 Principal Project Manager $295.00 Senior Project Manager $270.00 Associate Engineer $220.00 Designer (Drafting) $175.00 Item 13 Attachment A - Schaaf & Wheeler Contract 020176877, Amendment No. 2 ConstructionAdministration Fee ProposalforSD 2000D,SD 2100D,and o SD -23000 w m = m Schaaf cam' Wheeler a a a LL March 7, 2024 s a m 9 _ d y E o Rate 5295.00 $ 270.90 $ 22.0.00 $ 200.00 $175.06 Constmttion Administration Services • 50.20000 Hi (Includeshogramming&Fiald Testing) 30 c6 86 8 $36,376.00 $ 92.775.00 $ 3.500.00 54.6]375 8137A6&7$ (105.799.13 $31,859.62 Constmttion Administration Services • 50.21000 H•2 (Includes Rogramming&Field Testing) 30 46 80 8 $3&,370.00 $ 92775.00 $ 2500.00 $4,61175 $137,458.75 5105,799.12 $31,869.82 H•3 ConstrucdonAdminstraton5ervices-56.23000 30 16 10 8 $15,770.06 $ 3,500.00 5 175.00 $ 10,445.00 S 12436.90 S 7.608.16 Tot L 90 106 170 24 $68,510.06 $185.550.00 $10.500.00 $9.86250 $295,382.50 $224,035.16 $76,327.34 Vers.: Aug. 5, 2019 Page 9 of 9 Item 13: Staff Report Pg. 11 Packet Pg. 233 of 314 Item 14 Item 14 Staff Report CITY OF PALO ALTO City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: December 2, 2024 Report #:2409-3480 TITLE FIRST READING: Adoption of an Ordinance to Move Commissioner Appointments from April to November for the Public Art Commission (PAMC Ch. 2.18), Human Relations Commission (Ch. 2.22), and Parks and Recreation Commission (Ch. 2.25); and Adoption of a Resolution Moving Storm Water Management Oversight Committee Appointments from March to November; and Extending Terms Accordingly for these Commissions; CEQA status - not a project. RECOMMENDATION Staff recommends Council adopt an ordinance to amend Palo Alto Municipal Code to move the appointment of members to the Public Art Commission, Human Relations Commission, and Parks and Recreation Commission from April to November of each year and extending existing terms accordingly; and adopt a resolution doing the same for the Storm Water Management Oversight Committee. BACKGROUND On June 1, 20211, Council adopted an ordinance that consolidated the Boards and Commissions recruitment to April of each year and established Boards, Commissions and Committees (BCC) term limits. The primary objective was to implement a streamlined and unified recruitment process aimed at fostering greater civic engagement within the community. By positioning this recruitment effort as a central opportunity for residents to actively participate in municipal activities, staff goals were to emphasize the City's commitment to inclusivity and involvement in local governance. The terms of sitting BCC members were extended to coincide with the new recruitment schedule, ensuring a more efficient, single transition. The consolidated recruitment and appointment have caused considerable time constraints on Council's ability to interview candidates, which has occasionally delayed appointments. At the May 13, 2024 City Council meeting2, Council directed staff to shift the Boards and Commissions 1 City Council, June 1, 2021: Agenda Item #18; httDS://www.CitvofDaloalto.oriz/files/assets/public/v/1/aRendas-minutes-resorts/resorts/citv-manaRer-resorts cmrs/yea r-archive/2021/id-12023.pdf 2 City Council, May 13, 2024 Action Minutes: Action Item #12: https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=43160 Item 14: Staff Report Pg. 1 Packet Pg. 234 of 314 Item 14 Item 14 Staff Report recruitment process to twice a year at a time to be determined by the City Clerk, evaluate Boards and Commissions Workplan schedule, and present back to the Council on Consent. Staff is recommending that the Council move the Public Art Commission, Human Relations Commission, Parks and Recreation Commission, and Storm Water Management Oversight Committee appointments to November of each year and extend the existing terms accordingly. On November 30, 2020, the Council adopted the Boards, Commissions and Committees Handbook3, which implemented an annual review and approval of BCC workplans. Each BCC is required to prepare an annual workplan for Council's review and approval. BCC workplans for FY 2025 were presented to Council batched by issue area. ANALYSIS Currently, the City Clerk's Office advertises for vacancies once per year for one recruitment cycle, after which the Council considers the applications, interviews desired candidates, and appoints candidates to the open positions. During the last two recruitments, the Council has conducted interviews of qualified applicants through a series of scheduled City Council Regular and Special Meetings. Council received fifty-six (56) qualified candidates for the 2023 Boards and Commission Recruitment and, as of this date, thirty-six (36) qualified candidates for the 2024 Boards and Commission Recruitment. The proposed ordinance amendment and resolution will divide Boards and Commissions recruitments and appointments into two separate fall and spring recruitment cycles by moving the three commissions staffed by the Community Services Department to a fall cycle — Parks and Recreation, Human Relations, and Public Art. The Storm Water Management Oversight Committee will also move to a fall recruitment. Commissioners appointed during the fall cycle will have terms beginning on November 1 (or as soon as appointed thereafter). The remaining commissions are unchanged, and Commissioners will be appointed during the spring cycle beginning on April 1 (or as soon as appointed thereafter). The proposed adjustments to recruitment timing are as follows: 3 City Boards, Commissions, and Committees Handbook https://www.cityofpaloalto.org/files/assets/public/v/2/city-clerk/palo-alto-boards-commissions-and-committees- handbook final 2022.pdf Item 14: Staff Report Pg. 2 Packet Pg. 235 of 314 Item 14 Item 14 Staff Report Spring Recruitment Fall Recruitment (Term begins April 1) (Term begins November 1) These commissions are unchanged. These commissions are moved from Spring Workplans presented to Council for Recruitment. approval in Fall Workplans presented to Council for approval in Spring • Architectural Review Board • Human Relations Commission • Historic Resources Board • Public Art Commission • Planning and Transportation • Parks and Recreation Commission Commission • Storm Water Management Oversight • Utilities Advisory Commission Committee Terms for the BCCs moving to the fall cycle will be extended to match the adopted recruitment schedule, and will still be considered one term for the purpose of determining term limits. Those eligible to serve another consecutive term will be unaffected by this change. Municipal Code sections relating to the affected BCCs' terms of office will be amended to reflect that, effective January 1, 2025, terms expiring on March 31 each year will be extended to October 31 of the same year, with all subsequent terms beginning November 1. Similarly, the resolution establishing the Storm Water Management Oversight Committee will be amended to extend existing terms from March to the end of October of each year, and subsequent terms will also begin on November 1. Should a mid-term vacancy occur, the Council may fill it during the next regularly scheduled recruitment or may hold a special recruitment, at its discretion. Staff has identified timing for Board and Commission workplan joint presentations to Council in alignment to the proposed recruitment cycle/appointment date. This allows for new members to participate in developing workplans. FISCAL/RESOURCE IMPACT There are no fiscal impacts associated with this action. STAKEHOLDER ENGAGEMENT Staff in multiple departments including the City Manager's Office, City Clerk's Office, Planning & Development Services, Community Services, and Utilities Departments collaborated on the proposed recruitment changes. Item 14: Staff Report Pg. 3 Packet Pg. 236 of 314 Item 14 Item 14 Staff Report ENVIRONMENTAL REVIEW This action is not a project under section 15378(b)(5) of the California Environmental Quality Act Guidelines (administrative activities that will not result in direct or indirect physical change in the environment). ATTACHMENTS Attachment A: Ordinance Amending Sections of Title 2 (Administrative Code) to Move the Terms of the Public Art Commission, Parks and Recreation Commission, and Human Relations Commission April to Begin in November of Each Year, and Extending Terms Accordingly. Attachment B: Resolution Amending and Restating Resolution 9969 to Move the Term from March to Begin in November for Members of the Storm Water Management Oversight Committee and Extending Terms Accordingly. APPROVED BY: Mahealani Ah Yun, City Clerk Item 14: Staff Report Pg. 4 Packet Pg. 237 of 314 NOT YET APPROVED Ordinance No. Item 14 nt A Attachment A - Ordinance Moving Three Commissions to November Recruitment Ordinance of the Council of the City of Palo Alto Amending Sections of Title 2 (Administrative Code) of the Palo Alto Municipal Code to Move the Appointment of Members to the Public Art Commission, Human Relations Commission, and Parks and Recreation Commission to November of Each Year and Extending Existing Terms Accordingly The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and declarations. The City Council finds and declares as follows: A. The City has several statutory boards and commissions. See Palo Alto Municipal Code Chapters 2.18 et seq.; B. Existing PAMC section 2.16.070 requires that the City Council make regularly -scheduled appointments to boards and commissions in April of each year; C. The City Council intends to move the appointment process to November for three commissions: the Public Art Commission, the Human Relations Commission, and the Parks and Recreation Commission; and D. The City Council intends that the extensions of terms made in this ordinance are in addition to those made in Ordinance 5529 that were effective January 1, 2022. SECTION 2. Section 2.16.070 (Schedule of appointments) of Chapter 2.16 (Boards and Commissions Generally) of Title 2 (Administrative Code) is hereby amended as follows (additions are in underline, deletions are in strikcthrough): 2.16.070 Schedule of appointments. (a) The City Council shall review applications to fill vacancies in the following boards and commissions +n- April of each year: (1) Human Relation Commission (Chapter ) (2) Public Art Commission (ChapteiT19) (1) Utilities Advisory Commission (Chapter 2.23) (42) Architectural Review Board (Chapter 2.21) (§3) Historic Resources Board (Chapter 2.27) (6) Parks Recreation Commission (Chapter 2.25) (�4) Planning and Transportation Commission (Chapter 2.20) (b) The City Council shall review applications to fill vacancies in the followine boards and commissions by November of each year: (1) Public Art Commission (Chapter 2.18) (2) Human Relations Commission (Chapter 2.22) (3) Parks and Recreation Commission (Chapter 2.25 118_20241018_t524 Item 14: Staff Report Pg. 5 Packet Pg. 238 of 314 Item 14 NOT YET APPROVED nt A Attachment A - Ordinance Moving Three Commissions to (bc) The City Council shall fill vacancies in all other boards and commissi November Recruitment I of each year or at another time, at its discretion. (ed) The City Council may fill mid-term vacancies during the next regularly scheduled recruitment for the board or commission or may hold a special recruitment, at its discretion. Special recruitments shall be subject to the requirements of Section 2.16.060. SECTION 3. Section 2.18.040 (Term of office) of Chapter 2.18 (Public Art Commission) is hereby amended as follows: 2.18.040 Term of office. Terms of office on the Public Art Commission shall be three years. Effective January 1, 2022, terms of office due to expire on May 31 of each year shall be extended to expire on the March 31 of the following year, and thereafter terms of office shall commence on April 1. Effective January 1, 2025, terms of office due to expire on March 31 of each year shall be extended to expire on October 31 of the same year, and thereafter terms of office shall commence on November 1. If a successor is unavailable, a member may remain in office until his or her successor is appointed, subject to the limits in Section 2.16.080. SECTION 4. Section 2.22.020 (Term of office) of Chapter 2.22 (Human Relations Commission) is hereby amended as follows: 2.22.020 Term of office. Terms of office on the Human Relations Commission shall be three years. Effective January 1, 2022, terms of office due to expire on May 31 of each year shall be extended to expire on the March 31 of the following year, and thereafter terms of office shall commence on April 1. Effective January 1, 2025, terms of office due to expire on March 31 of each year shall be extended to expire on October 31 of the same year, and thereafter terms of office shall commence on November 1. If a successor is unavailable, a member may remain in office until his or her successor is appointed, subject to the limits in Section 2.16.080. SECTION 5. Section 2.25.030 (Term of office) of Chapter 2.25 (Parks and Recreation Commission) is hereby amended as follows: 2.25.030 Term of office. Terms of office on the parks and recreation commission shall be three years. Commission appointments shall be staggered so that in each three-year cycle three members are appointed to serve during the first year, four members are appointed to serve during the second year, and no members are appointed to serve during the third year. Effective January 1, 2022, terms of office due to expire on December 15 of each year shall be extended to expire on March 31 of the following year, and thereafter terms of office shall commence on April 1. Effective January 1, 2025, terms of office due to expire on March 31 of each year shall be extended to expire on 118_20241018 ts24 Item 14: Staff Report Pg. 6 Packet Pg. 239 of 314 Item 14 NOT YET APPROVED IntA Attachment A - Ordinance Moving Three Commissions to October 31 of the same year. and thereafter terms of office shall commenc November Recruitment If a successor is unavailable, a member may remain in office until his or her successor is appointed, subject to the limits in Section 2.16.080. SECTION 6. A term of office extended by this Ordinance and/or Ordinance 5529 shall still be considered one term for the purpose of determining term limits under PAMC section 2.16.080 (Term Limits). SECTION 7. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. SECTION 8. The Council finds that adoption of this Ordinance is exempt from the California Environmental Quality Act as it is not a "project" within the meaning of CEQA. // // // // // // // // // 118_20241018_t524 Item 14: Staff Report Pg. 7 Packet Pg. 240 of 314 NOT YET APPROVED SECTION 9. This Ordinance shall be effective 31 days after adoption INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Item 14 nt A Attachment A - Ordinance Moving Three Commissions to November Recruitment Mayor APPROVED: City Manager City Clerk Director of Community Services 118_20241018_t524 Item 14: Staff Report Pg. 8 Packet Pg. 241 of 314 Item 14 *NOT YET APPROVED* Attachment B - Resolution Moving Recruitment for the Resolution No. SWMOCto November Resolution of the Council of the City of Palo Alto Amending and Restating Resolution 9969 to Move the Recruitment Period of Committee Members of the Storm Water Management Oversight Committee to November RECITALS A. On November 14, 2005, the City Council adopted Resolution No. 8573, establishing the Storm Drain Oversight Committee to review the proposed operating and capital budget of the Storm Drainage Fund and the year-end financial report documenting the expenditures of the Storm Drainage Fund in the previous fiscal year. B. On August 29, 2016, the City Council adopted Resolution No. 9624, calling a Mail Ballot Election in connection with the City's proposed Storm Water Management Fee. C. On October 24, 2016, the City Council adopted Resolution No. 9635, proposing a Storm Water Management Fee to replace the Storm Drainage Fee, calling a Public Hearing for October 24, 2016 with respect to such Fee and adopting Procedures relating to the conduct of a Protest Hearing and Mail Ballot Election. D. On May 1, 2017, the City Council adopted Resolution 9677, which replaced the Storm Drain Oversight Committee with the Storm Water Management Oversight Committee. E. On June 21, 2021, the City Council adopted Resolution 9969, which imposed term limits on members of the Storm Water Management Oversight Committee by amending and restating Resolution 9677. The City Council also moved the recruitment period to March from the past practice of May appointments. F. The City Council now intends to move the recruitment period to November to coincide with other boards and commissions with the same recruitment period. Existing terms will be extended to October 31. Going forward, terms will begin on November 1. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALO ALTO RESOLVES AS FOLLOWS: SECTION 1. The Storm Drain Oversight Committee is decommissioned effective May 31, 2017. SECTION 2. Committee Established. The City of Palo Alto Storm Water Management Oversight Committee is hereby created to review proposed storm water management capital improvements and operating programs to be funded from the Storm Water Management Fees and to monitor expenditures of the fund. 1 121 20241114 ts24 Item 14: Staff Report Pg. 9 Packet Pg. 242 of 314 Item 14 Attachment B - *NOT YET APPROVED* Resolution Moving Recruitment for the SWMOC to November SECTION 3. Committee Membership and Appointment. The Committee shall consist of seven members who are selected and appointed by the City Council for a term of four years. Committee members shall serve without compensation. Each Committee member shall be a resident of Palo Alto, an employee of a business located in Palo Alto or an owner of real property within the City. No member shall be a council member, officer or employee of the City. Effective January 1, 2022, terms of office due to expire on May 31 of each year shall be extended to expire on March 14 of the following year, and thereafter terms of office shall commence on March 15. Effective January 1, 2025, terms of office due to expire on March 14 of each year shall be extended to expire on October 31 of the same year, and thereafter terms of office shall commence on November 1. SECTION 4. Term limits. Effective January 1, 2022, no person may serve more than two consecutive terms of office as a member of the Committee. (a) For the purposes of this section, a member will be considered to have served a term of office if he or she serves more than two years within one term. (b) A member's service that began on or before January 1, 2022 shall count under the provisions of this section only for those members who served for at least one day on the Committee between January 1, 2021 and January 1, 2022. Notwithstanding the previous sentence, members on Committee as of January 1, 2022 shall be permitted to complete their term. (c) A member who has served two consecutive terms of office may remain as a member of the Committee for up to six months past the end of the term if no replacement is appointed or until a replacement is appointed, whichever comes first. (d) A member who has served two consecutive terms of office shall not be appointed to the Committee within one year of the last date of service. SECTION 5. Committee Duties. The Committee shall discharge its oversight duties by: (a) Meeting at least once a year to review the proposed operating and capital budgets of the Storm Water Management Fund for the next fiscal year. The Committee shall prepare a report documenting its findings with respect to the proposed budget and submit the report to the Finance Committee of the City Council prior to June 30th each year. (b) Meeting at least once a year to review the year-end financial report documenting the expenditures of the Storm Water Management Fund in the previous fiscal year. The Committee shall prepare a report documenting its findings with respect to the expenditures and submit the report to the City Council prior to May 31st each year. SECTION 6. Meeting Procedures. The Committee shall conduct open public meetings, duly noticed in accordance with the Ralph M. Brown Act. The Committee may establish rules and procedures governing the conduct of its meetings. 2 121 20241114 ts24 Item 14: Staff Report Pg. 10 Packet Pg. 243 of 314 Item 14 Attachment B - *NOT YET APPROVED* Resolution Moving Recruitment for the SECTION 7. The City Clerk is directed to place advertisements an SWMOCto November tee vacancies in a newspaper of general circulation in the City, two times within a two week period. SECTION 8. This resolution supersedes Resolution 9969. SECTION 9. This resolution shall be effective January 1, 2025. SECTION 10. The Council finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: Assistant City Attorney City Manager Director of Public Works 3 121 20241114 ts24 Item 14: Staff Report Pg. 11 Packet Pg. 244 of 314 Item 15 Item 15 Staff Report City Council Staff Report Report Type: CONSENT CALENDAR CITY O F Lead Department: City Clerk PALO LTO Meeting Date: December 2, 2024 Report #:2411-3809 TITLE SECOND READING: Adoption of an Ordinance Continuing the Temporary Program to Expand Outdoor Dining, Retail and Other Activities on Public and Private Property through June 30, 2025; CEQA status - Exempt under Sections 15301, 15303, and 15304 of the CEQA Guidelines (FIRST READING: November 18, 2024 PASSED 7-0) BACKGROUND The City Council heard this item on November 18, 2024 for a first reading and approved it on a 7-0 vote. No changes were made to the ordinance, and it is now before the City Council for a second reading. ATTACHMENTS Attachment A: Interim Ordinance Extending Outdoor Dining through June 2025 APPROVED BY: Mahealani Ah Yun, City Clerk Item 15: Staff Report Pg. 1 Packet Pg. 245 of 314 *NOT YET APPROVED* Ordinance No. Item 15 Attachment A - Interim Ordinance Extending Outdoor Dining through June 2025 Interim Ordinance of the Council of the City of Palo Alto Temporarily Continuing the Expansion of Outdoor Dining, Retail and Other Activities on Public and Private Property and Relaxing Regulations Regarding Onsite Parking, On -Sale of Alcohol, Design/Architectural Review, Permit Fees, and Alcohol Consumption in Public Places, All to Facilitate Such Outdoor Use. The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. On June 23, 2020, the City Council adopted Ordinance 5500, an emergency ordinance, in response to COVID-19 and its effects on local businesses. At that time and since then, county and state regulations related to COVID-19 have limited or curtailed many indoor activities, including dining, bars, retail, performances, and other recreational uses. B. In June 2021, the City Council adopted Ordinance 5526, which amended and restated Ordinance 5500 on a non -emergency basis (among other changes). C. On November 8, 2022, the City Council adopted Ordinance 5533, which amended and restated Ordinance 5526 with a sunset date of June 30, 2022. D. In May 2022, the City Council adopted Ordinance 5551, which amended and restated Ordinance 5533 to extend its provisions through December 31, 2022. E. In October and November 2022, the City Council adopted Ordinance 5572, which amended and restated Ordinance 5551 to extend its parklet provisions through June 30, 2023 and the remainder of its provisions through December 31, 2023. F. In May 2023, the City Council adopted Ordinance 5584 to extend the parklet provisions of this ordinance until March 31, 2024. The remainder of the ordinance will sunset on December 31, 2023 as previously adopted. G. In November 2023, the City Council adopted Ordinance 5603 to extend the on -street dining provisions of this ordinance until December 31, 2024. H. In March 2024, the City Council adopted Ordinance 5618 to extend the parklet provisions of this ordinance until August 1, 2024; delay aspects of enforcement of the permanent (ongoing) parklet ordinance 5594 to November 1, 2024 for parklets in transition; and extend parking lot uses through December 2024. 11920241030 ts24 Item 15: Staff Report Pg. 2 Packet Pg. 246 of 314 Item 15 *NOT YET APPROVED* Attachment A - Interim Ordinance Extending Outdoor Dining through On June 17, 2024, the City Council adopted Ordinance 5630 to al June 2025 s to continue to be applied to the area of Ramona Avenue currently closed to vehicular traffic through March 2025, and apply license fees to this area consistent with the fees imposed under the ongoing parklet program. The City Council now desires to allow this ordinance to continue through June 30, 2025, subject to Council amendment or repeal. It also now desires to end the provisions allowing certain uses of public and private parking lots authorized by previous versions of this ordinance in favor of issuing leases under existing law to businesses that do not have street frontage for a parklet or at -grade uses under this ordinance or under PAMC Ch. 12.11. SECTION 2. City Manager Authorization The City Manager or his or her designee(s) may promulgate guidelines and implementing regulations for the uses and programs described in this Ordinance as long as such regulations do not conflict with this Ordinance. SECTION 3. Fees and Fee Waivers for Encroachment Permits and Parking Space Closures A. The permit fees set forth in the Municipal Fee Schedule are temporarily waived for applications for encroachment permits under Palo Alto Municipal Code Section 12.12.010 and Section 12.12.020, as modified by this Ordinance, to place structures and equipment in the public right-of-way (including closed streets and sidewalks) for purposes of outdoor dining and outdoor retail sales and display of wares. B. The parking space closure fee in the Municipal Fee Schedule collected by the Department of Planning and Development Services is temporarily waived for the use of a parking space(s) on -street or in a parking lot for purposes of outdoor dining and outdoor retail sales and display of wares as authorized through an encroachment permit, license, or agreement with the City. C. As a requirement for a permit issued under this Ordinance, a fee shall be imposed and collected to use the right-of-way on the portion of Ramona Avenue closed to vehicular traffic. The fee imposed shall be same fee and rate established for the license fee for parklets under PAMC Chapter 12.11. SECTION 4. Modified Review Process for Commercial Sidewalk Encroachment Permits Notwithstanding contrary provisions of PAMC Section 12.12.020, permits may be granted for commercial sidewalk encroachments for outdoor retail sales and display areas and outdoor eating areas. Permits for these purposes shall not be required to undergo and complete design review by the Planning Department described in subsection (d) of Section 12.12.020. Except as expressly modified herein, the provisions of Section 12.12.020 shall apply to commercial sidewalk encroachments. 11920241030 ts24 Item 15: Staff Report Pg. 3 Packet Pg. 247 of 314 *NOT YET APPROVED* Item 15 Attachment A - Interim Ordinance Extending Outdoor Dining through SECTION 5. Eating and Drinking Establishments June 2025 Eating establishments, and drinking establishments may temporarily relocate some or all of their existing indoor seating capacity to outdoor seating capacity, as follows: A. Location. Outdoor eating areas may be placed in one or more of the following areas: 1. Public streets temporarily closed by the City of Palo Alto, through issuance of an encroachment permit under PAMC Section 12.12.010; 2. Sidewalks through issuance of an encroachment permit under PAMC Section 12.12.020, as modified by Section 4 of this Ordinance; 3. In on -street parking spaces approved for use as temporary parklets, in accordance with the Pilot Parklet Demonstration Project as first approved by Council Resolution No. 9909 and continued by subsequent resolutions; 4. [Reserved]. 5. Other outdoor areas on the eating/drinking establishment site not originally permitted for outdoor seating in the establishment's approved site plan or planning entitlement (such as landscaped areas), through issuance of an approval by the Director of Planning, or his or her designee, in accordance with subsections C and D of this Section, below; and 6. In other areas that the Council identifies by resolution or ordinance. B. [Reserved]. C. Application. An application in a form approved by the Director of Planning shall be submitted to the Planning and Development Services Department to relocate some or all of an eating/drinking establishment's permitted indoor restaurant seating to outdoor seating in privately -owned areas on the eating/drinking establishment site not originally permitted for outdoor eating. The Director of Planning is authorized to establish submittal requirements and procedures. Temporary Use Permits (TUP) under PAMC Section 18.42.050 may be utilized for this purpose. A TUP issued for this purpose may be valid for a specified period longer than 45 days, notwithstanding subsection (d) of Section 18.42.050. The Planning Director may extend a TUP issued prior to the effective date of this Ordinance to be valid beyond 45 days. D. Seating Layout Review. A Seating Layout Review is required to relocate some or all of an eating/drinking establishment's permitted indoor seating to outdoor seating in privately - owned areas on the eating/drinking establishment site not originally permitted for outdoor eating. The Seating Layout Review shall be conducted by a transportation 11920241030 ts24 Item 15: Staff Report Pg. 4 Packet Pg. 248 of 314 Item 15 *NOT YET APPROVED* Attachment A - Interim Ordinance Extending Outdoor Dining through planner, planner, and/or fire inspector who will review and eithe 92• wire modifications to the proposed outdoor seating layout based on the following criteria: 1. Seating layout does not create a safety risk and adequate pedestrian and vehicular separation is maintained, including with movable barriers as appropriate where outdoor seating is to be placed in parking lots or on -street parking spaces. 2. Seating layout accommodates appropriate vehicle and pedestrian circulation and maintains adequate paths of travel and complies with accessibility requirements of the Americans with Disabilities Act. 3. Any tents must comply with fire codes and Palo Alto Fire Department issued standards for tents, and safety standards set forth by the National Fire Protection Association for fire-resistant tents and must include an affixed manufacturer's label stating the tent meets NFPA requirements. A State Fire Marshal seal on the tent or a certificate is needed to prove treatment. 4. Any heaters must comply with fire codes. 5. An adequate and visible barrier is placed that clearly separates the retail area from the parking area and provides sufficient protection for patrons. Adequacy shall be defined in standards and guidelines issued by the Director of Planning. 6. Other requirements established in the standards and guidelines issued by the Director of Planning. E. Fee. No fee will be charged for submittal and review of the Application and for conducting a Seating Layout Review. F. Occupancy. Total seating occupancy (including all indoor and outdoor seating) shall not exceed the overall occupancy for which the restaurant is permitted. G. Alcohol Service. Establishments that are allowed by the City to serve alcohol for onsite consumption by issuance of a conditional use permit ("CUP") as required by PAMC Section 18.42.090 or as a legal nonconforming use, and that both have an on -sale license from the Department of Alcoholic Beverage Control ("ABC") and are duly authorized by ABC to serve alcohol in outdoor areas, shall be allowed to serve alcohol for onsite consumption in such outdoor areas, notwithstanding any prohibition on outdoor alcohol service or consumption in the PAMC or planning entitlement issued under Title 18 (Zoning) of the PAMC. During the effective period of this Ordinance, establishments that meet the preceding requirements may expand their footprint to outdoor areas without an amendment of the CUP, notwithstanding PAMC Section 18.42.090(c). Outdoor alcohol service shall be in full compliance with ABC regulations, as amended. 11920241030 ts24 Item 15: Staff Report Pg. 5 Packet Pg. 249 of 314 Item 15 *NOT YET APPROVED* Attachment A - Interim Ordinance Extending Outdoor Dining through H. No Architectural Review. Notwithstanding PAMC Sections 18.7 Junezozs 20, architectural review shall not be required for proposed outdoor eating areas or signage related to such areas during the effective period of this Ordinance. SECTION 6. Retail Establishments Retail establishments may temporarily relocate some or all of their existing customer -accessible square footage to outdoor spaces as follows: A. Location. Outdoor retail sales and display areas and outdoor eating areas may be placed in one or more of the following areas: 1. Public streets temporarily closed by the City of Palo Alto, through issuance of an encroachment permit under PAMC Section 12.12.010; 2. Sidewalks through issuance of an encroachment permit under PAMC Section 12.12.020, as modified by Section 4 of this Ordinance; 3. [Reserved] 4. Other outdoor areas on the retail establishment site not originally permitted for retail sales and display or dining in the retail establishment's approved site plan or planning entitlement (such as landscaped areas), through issuance of an approval by the Director of Planning or his or her designee in accordance with subsections C and D of this Section, below; and 5. In other areas that the Council identifies by resolution or ordinance. B. [Reserved]. C. Application. An application in a form approved by the Director of Planning shall be submitted to the Planning and Development Services Department to relocate some or all of a retail establishment's customer -accessible square footage to outdoor retail sales and display in privately -owned areas on the retail establishment site not originally permitted for outdoor retail sales and display. The Director of Planning is authorized to establish submittal requirements and procedures. Temporary Use Permits (TUP) under PAMC Section 18.42.050 may be utilized for this purpose. A TUP issued for this purpose may be valid for a specified period longer than 45 days, notwithstanding subsection (d) of Section 18.42.050. The Planning Director may extend a TUP issued prior to the effective date of this Ordinance to be valid beyond 45 days. D. Merchandise or Seating Layout Review. A Layout Review is required to relocate some or all of a retail establishment's permitted indoor customer -accessible square footage to privately -owned areas on the retail establishment site not originally permitted for retail. The Layout Review shall be conducted by a transportation planner, planner, and/or fire 11920241030 ts24 Item 15: Staff Report Pg. 6 Packet Pg. 250 of 314 Item 15 *NOT YET APPROVED* Attachment A - Interim Ordinance Extending Outdoor Dining through inspector who will review and either approve or require modifica sed retail layout based on the following criteria: 1. The placement of the merchandise, displays, or other items does not create a safety risk and adequate pedestrian and vehicular separation is maintained, including with movable barriers as appropriate where outdoor seating is to be placed in parking lots or on -street parking spaces. 2. The layout accommodates appropriate vehicle and pedestrian circulation and maintains adequate paths of travel and complies with accessibility requirements of the Americans with Disabilities Act. Any tents must comply with fire codes and Palo Alto Fire Department issued standards for tents, and safety standards set forth by the National Fire Protection Association for fire-resistant tents and must include an affixed manufacturer's label stating the tent meets NFPA requirements. A State Fire Marshal seal on the tent or a certificate is needed to prove treatment. 4. Any heaters must comply with fire codes. An adequate and visible barrier is placed that clearly separates the retail area from the parking area and provides sufficient protection for patrons. Adequacy shall be defined in standards and guidelines issued by the Director of Planning. 6. Other requirements established in the standards and guidelines issued by the Director of Planning. E. Fee. No fee will be charged for submittal and review of the Application and for conducting a Layout Review. No Architectural Review. Notwithstanding PAMC Sections 18.77.077 and 18.76.020, architectural review shall not be required for proposed outdoor retail areas or signage related to such areas during the effective period of this Ordinance. SECTION 7. Compliance with Other Regulations, Orders and Approvals The uses of public and private property allowed in this Ordinance shall be conducted in compliance with any applicable state or county mandate (including executive orders and health orders), this Ordinance, Resolution No. 9909 and its successors, and all other local and state regulations, orders, and approvals, as applicable (collectively, "Applicable Law"). Any approval, allowance or permit to conduct such temporary outdoor use(s) shall be subject to revocation by the issuing City official if the use is conducted in violation of Applicable Law, or poses a threat to public health, safety or welfare. 11920241030 ts24 Item 15: Staff Report Pg. 7 Packet Pg. 251 of 314 *NOT YET APPROVED* SECTION 8. No Vested Rights Item 15 Attachment A - Interim Ordinance Extending Outdoor Dining through June 2025 The outdoor uses of public and private property allowed in this Ordinance are temporary and shall be terminated upon the earlier of the date stated in the applicable permit/approval or the expiration of this interim Ordinance, unless earlier revoked by the City Manager or other authorized official (or their designee) or terminated by action of the City Council. The City may discontinue one or more, or all, of the allowed outdoor uses at any time if the City Manager or designee determines that the public health, safety or welfare warrant such action. Nothing in this Ordinance shall establish a vested right. SECTION 9. Suspension of Prohibition on Alcohol Consumption in Lytton Plaza and Cogswell Plaza Notwithstanding PAMC Sections 22.04.330 and 22.04.331, the City Manager is authorized to suspend the prohibition on consumption of alcoholic beverages in the parking lots adjacent to Lytton Plaza and Cogswell Plaza. SECTION 10. Reserved. SECTION 11. Personal Services, Indoor Recreation and Other Uses The authorized outdoor uses of public and private spaces authorized in this Ordinance may be applied to personal services, indoor recreation and other uses. Prior to authorizing these additional activities to occur, the City Manager, or his or her designee ("City Manager"), shall adopt rules, regulations, guidelines, and standards for these uses, and publish them on the City's website. SECTION 12. Severability If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. SECTION 13. Environmental Review The Council finds that the Ordinance is categorically exempt from CEQA under CEQA Guidelines Sections 15301 (existing facilities), 15303 (new construction of small structures), and 15304(e) (minor temporary use of land having negligible or no permanent effects on the environment). SECTION 14. Effective Date and Sunset Dates This Ordinance shall be effective 31 days after adoption and remain in effect until June 30, 2025 subject to Council amendment and/or repeal. The City may adopt regulations for the orderly wind -down of the programs implemented by these provisions, including setting deadlines for teardown and removal. 11920241030 ts24 Item 15: Staff Report Pg. 8 Packet Pg. 252 of 314 *NOT YET APPROVED* SECTION 15. Uncodified This Ordinance shall not be codified. Item 15 Attachment A - Interim Ordinance Extending Outdoor Dining through June 2025 SECTION 16. Supersedes Ordinance 5630 As of the effective date of this Ordinance, this Ordinance shall supersede Ordinance 5630, and any conflict shall be resolved in favor of this Ordinance. SECTION 17. Fee is not a Tax The fee in this Ordinance is a charge imposed for the use of local government property. Pursuant to Art. XIII C, Section 1(e)(4) of the California Constitution, this fee is not a tax. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Mayor APPROVED: City Manager Director of Public Works Director of Planning & Development Services 11920241030 ts24 Item 15: Staff Report Pg. 9 Packet Pg. 253 of 314 Item 16 Item 16 Staff Report City Council Staff Report Report Type: CONSENT CALENDAR CITY O F Lead Department: City Clerk PALO LTO Meeting Date: December 2, 2024 Report #:2411-3810 TITLE SECOND READING: Adoption of an Ordinance Amending the Municipal Fee Schedule to Modify the Calculation for Park, Community Center and Library Development Impact Fees from a per Unit to per Square Foot Basis; CEQA Status: Exempt Pursuant to 15061(b)(3). (FIRST READING: November 18, 2024 PASSED 7-0) BACKGROUND The City Council heard this item on November 18, 2024 for a first reading and approved it on a 7-0 vote. No changes were made to the ordinance, and it is now before the City Council for a second reading. ATTACHMENTS Attachment A: Ordinance Amending the Fiscal Year 2025 Municipal Fee Schedule to Transition Certain Development Impact Fees from Per -Unit to Per -Square Foot Fees APPROVED BY: Mahealani Ah Yun, City Clerk Item 16: Staff Report Pg. 1 Packet Pg. 254 of 314 Item 16 Attachment A - Ordinance * * * NOT YET APPROVED*** Amending the Fiscal Year 2025 Municipal Fee Ordinance No. Schedule to Transition Certain Development Ordinance of the Council of the City of Palo Alto Amending the Fis Impact Fees from Per - Unit to Per -Square Foot Municipal Fee Schedule to Transition Certain Development Impa Fees Per -Unit to Per -Square Foot Fees The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. On September 28, 2021, the Governor of the State of California signed Assembly Bill 602, effective January 1, 2022, amending the Mitigation Fee Act (California Government Code Section 66000 et seq.). AB 602 set forth a number of standards and practices for a local government conducting a nexus study to support a development impact fee. B. One of the requirements of AB 602 is that a study adopted after July 1, 2022 must either calculate the proposed fee proportionately to the square footage of the proposed units or make specified findings explaining why square footage is not an appropriate metric. C. The City of Palo Alto currently imposes Park, Community Center, and Library development impact fees on a per -dwelling unit basis. D. Program 3.1 (Fees Waivers and Adjustments) of the City of Palo Alto 2023-2031 Housing Element calls for development impact fees for residential development to be converted from a per -dwelling unit to a per -square foot standard. E. The City Council has determined that square footage is an appropriate metric for calculating Park, Community Center, and Library development impact fees imposed on residential development and desires to amend the Fiscal Year 2025 Municipal Fee Schedule accordingly. SECTION 2. The Council of the City of Palo Alto amends the Fiscal Year 2023 Municipal Fee Schedule by adopting the new fee for on -demand transit as set forth in Exhibit "A" and incorporated here by reference. SECTION 3. The Council finds that this ordinance is not a "project" under CEQA because it has no potential for resulting in either a direct or reasonably foreseeable indirect change in the environment. // // // 1 0160153_kb2_20240829_ay Item 16: Staff Report Pg. 2 Packet Pg. 255 of 314 Item 16 Attachment A - Ordinance ***NOT YET APPROVED* * * IAmending the Fiscal Year 2025 Municipal Fee SECTION 4. This ordinance shall be effective upon adoption as a Schedule to Transition City's Fiscal Year 2025 budget. Certain Development Impact Fees from Per - Unit to Per -Square Foot Fees INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Mayor APPROVED: City Manager Director of Planning and Development Services 0160153_kb2_20240829_ay Item 16: Staff Report Pg. 3 Packet Pg. 256 of 314 ***NOT YET APPROVED*** Attachment A Planning and Development Services Impact and In -Lieu Fees Item 16 Attachment A - Ordinance Amending the Fiscal Year 2025 Municipal Fee Schedule to Transition Certain Development Impact Fees from Per - Unit to Per -Square Foot Fees Development Impact Fees - Residential Single Family Multi -Family Community Center Impact Fee Note: ADUs under 750 sf exempt. $1.45 per sq. ft. $3.44 per sq. ft. Library Impact Fee Note: ADUs under 750 sf exempt. $0.87 per sq. ft. $2.05 per sq. ft. Park Impact Fee Note: ADUs under 750 sf exempt. $18.78 per sq. ft. $44.50 per sq. ft. 3 0160153_kb2_20240829_ay Item 16: Staff Report Pg. 4 Packet Pg. 257 of 314 Item 17 Item 17 Staff Report CITY OF PALO ALTO City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Fire Meeting Date: December 2, 2024 Report #:2405-2998 TITLE Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting February 10, 2025, for a Public Hearing for Objections to the Proposed Weed Abatement; CEQA status: exempt, CEQA Guidelines Section 15308. RECOMMENDATION Staff recommends that Council adopt the attached resolution: 1. Declaring weeds to be a public nuisance; 2. Setting February 10, 2025, for a public hearing on objections to proposed weed abatement; and 3. Directing staff to publish a notice of hearing in accordance with the provisions of the Palo Alto Municipal Code. BACKGROUND On April 18, 1977, the City Council approved an agreement with Santa Clara County for the administration of weed abatement within the City of Palo Alto. This agreement has reduced the City's costs and staff time required for the administration of weed abatement. For the past seasons, the weed abatement program has been expeditiously carried out by the County Department of Agriculture and Resource Management. ANALYSIS Palo Alto Municipal Code Chapter 8.08 specifies weed abatement procedures. The chapter requires property owners or occupants to remove certain weeds, as defined in Section 8.08.010 that exist upon their premises, public sidewalks, streets, or alleys. It also specifies the procedures to be followed to abate weeds, in the event owners do not remove them. The procedures are as follows: • Resolution of the City Council declaring weeds to be a public nuisance. This resolution sets the time and place for hearing any objections to the proposed weed abatement. Item 17: Staff Report Pg. 1 Packet Pg. 258 of 314 Item 17 Item 17 Staff Report • Public Notice. This notice informs property owners of the passage of the nuisance abatement resolution and provides that property owners shall remove weeds from their property, or the abatement will be carried out by Santa Clara County. The City then publishes a legal advertisement in the local newspaper announcing the date of the public hearing. • Public Hearing. The Council must conduct a public hearing, at which time any property owner may appear and object to the proposed weed destruction or removal. After the City Council hearing and considering any objections, the Council may allow or overrule any or all objections. If objections are overruled, the County will be asked to perform the work of destruction and removal of weeds. Council adoption of the weed abatement resolution at the December 2, 2024, meeting will set this public hearing date for February 10, 2025. An overview of the program and annual calendar for the steps involving City Council action is provided in Attachment B. FISCAL/RESOURCE IMPACT There is no direct fiscal impact of this action on the City. The City of Palo Alto administers the weed abatement program with the County Department of Agriculture and Resource Management with a minimal amount of staff time. All charges for the weed abatement services are included as a special assessment on bills for taxes levied against the affected lots and parcels of land. Such charges are considered liens on these properties. STAKEHOLDER ENGAGEMENT Santa Clara Department of Agriculture and Environmental Management coordinates the weed abatement program. Coordination includes contracts, inspections, nuisance reports/lists and fees. Engagement with impacted property owners is outlined above in the Public Notice details; after this resolution is adopted, Santa Clara County will mail out a notice of hearing to all property owners on the 2025 Weed Abatement Commencement report. Staff will publish a legal advertisement in the local newspaper and post it on the City bulletin board. ENVIRONMENTAL REVIEW The Santa Clara County Counsel has determined the Weed Abatement Program be Categorically Exempt from CEQA pursuant to CEQA Guidelines Section 15308. ATTACHMENTS Attachment A: Resolution Declaring Weeds a Public Nuisance Attachment B: Weed Abatement Program Overview APPROVED BY: Geoffrey Blackshire, Fire Chief Item 17: Staff Report Pg. 2 Packet Pg. 259 of 314 NOT YET APPROVED Item 17 Attachment A - Resolution Declaring Weeds a Public Nuisance Resolution No. Resolution of Intention of the Council of the City of Palo Alto Declaring Weeds to be a Nuisance and Setting February 10, 2025 for a Public Hearing for Objections to Proposed Weed Abatement RECITALS A. Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal Code, are anticipated to develop during calendar year 2025 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 2025 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 10th day of February 2025, 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. 027112024 Item 17: Staff Report Pg. 3 Packet Pg. 260 of 314 NOT YET APPROVED Item 17 Attachment A - Resolution Declaring Weeds a Public Nuisance 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 Environmental 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: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Mayor APPROVED: City Manager Fire Chief Director of Administrative Services 027112024 Item 17: Staff Report Pg. 4 Packet Pg. 261 of 314 Item 17 Attachment B - Weed Abatement Program Overview Attachment B City of Palo Alto Weed Abatement The City of Palo Alto contracts with the Santa Clara County Department of Agriculture and Environmental Management (SCCDAEM) to remove and destroy weeds in its efforts to mitigate potential fire hazards (as defined in Palo Alto Municipal Code Chapter 8.08). The entire weed abatement program is coordinated by the SCCDAEM. Abatement proceedings must follow a legally established course. This is and annual process with weed abatement occurring in late Spring. City of Palo Alto involvement is limited to the following 3 steps for City Council: 1) (Nov -Dec) City of Palo Alto declares Weeds a Nuisance to allow for County abatement and sets a later date (Jan -Feb) for a public hearing to review the Annual Commencement Report (list of "nuisance" parcels). 2) (Jan -Feb) Public Hearing to review the Annual Commencement Report and approve the County abatement proceedings. At this public hearing, property owners may appear and object to the proposed weed destruction or removal. After the hearing and consideration of any objections, the Council may sustain or overrule any or all objections. Upon adoption of the resolution confirming the weed abatement commencement report and ordering weed nuisances abated, the County will be asked to perform the abatement work to destroy and remove any weeds. 3) (July/August) Public Hearing to approve the invoices for the abatement work performed by the SCCDAEM. The Santa Clara County Weed Abatement Program The Santa Clara County Department of Agriculture and Environmental Management and the City of Palo Alto work together to protect our community from fire. The purpose of the Weed Abatement Program is to prevent fire hazards posed by vegetative overgrowth and the accumulation of combustible materials. Typically, a property is placed on the program list by a County Weed Abatement Inspector who identifies a potential fire hazard on the property. The Palo Alto Fire Department (PAFD) & Code Enforcement also report addresses of concern and forward (verified) complaints from residents to the SCCDAEM. Residents can report addresses of concern to POAFD, code enforcement, or directly to the County Weed Abatement Program. Santa Clara County program staff annually inspect "nuisance" parcels at the beginning of the fire season, which is typically April 30th for CPA parcels. The Weed Abatement program is entirely funded from fees charged to residents. All parcels on the list will be charged a basic inspection fee. If the parcel is not in compliance at the time of inspection, the property owner will be charged an additional failed inspection fee, and they will receive a final courtesy notice as a reminder to abate their weeds within 2 weeks. Item 17: Staff Report Pg. 5 Packet Pg. 262 of 314 Item 17 Attachment B - Weed Abatement Program Overview If the weeds are not abated by the property owner, the work will be completed by the County contractor. The property owner will pay the contractor's fees plus a County administrative fee. All fees will be included in their property tax bill. Properties that meet and maintain the minimum fire safety standards will only be charged for the annual fee. These properties will be removed from the list after three years of compliance. Item 17: Staff Report Pg. 6 Packet Pg. 263 of 314 Item 18 Item 18 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: ACTION ITEMS PALO Lead Department: Community Services ALTO Meeting Date: December 2, 2024 Report #:2410-3634 TITLE Master Plan for the Cubberley Site: (1) Approval of Professional Services Contract Number C25192924 with Concordia, LLC in an Amount Not to Exceed $631,966 for Development of a Revised Master Plan for the Cubberley Site for a Period of Two Years; (2) Approve Budget Amendments in the General Fund and Cubberley Infrastructure Fund; (3) Approve a Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center; (4) Approve the Workplan for Pursuit of a Local Ballot Measure for the November 2026 General Election to fund the Purchase of Land and Development of a New Community Recreation and Resource Center at the Cubberley Site; CEQA Status - CEQA review will be conducted on the Master Plan. RECOMMENDATION Staff recommends that City Council: 1. Approve and authorize the City Manager or designee to execute Contract No. C25192924 (Attachment C), with Concordia, LLC, for development of a revised Master Plan for the Cubberley Community Center site for a term of two years, and a total amount not -to -exceed $631,966, including $585,860 for basic services and $46,106 for additional services; and 2. Amend the Fiscal Year 2025 Budget Appropriation for: a. General Fund by: i. Increasing the transfer to the Cubberley Property Infrastructure Fund by $631,966; and ii. Decreasing the Real Property Investment Reserve by $631,966; b. Cubberley Property Infrastructure Fund by (requires 2/3 approval): i. Increasing the transfer from the General Fund by $631,966; and ii. Increasing the Cubberley Community Center Redevelopment Capital Improvement Project (CB -26000) by $631,966; and 3. Approve a Letter of Intent (Attachment D) with the Friends of the Palo Alto Recreation Wellness Center for the purpose of fundraising for a recreation wellness center (gymnasium) at the Cubberley site; and Item 18: Staff Report Pg. 1 Packet Pg. 264 of 314 Item 18 Item 18 Staff Report 4. Approve the workplan for pursuit of a November 2026 local ballot measure to fund the purchase of land and development of a new Community Recreation and Resource Center at the Cubberley site. EXECUTIVE SUMMARY In October 2024, both the City Council and Palo Alto Unified School District (PAUSD or District) Board of Education approved a Memorandum of Understanding related to the future of Cubberley site. The Memorandum of Understanding (MOU) outlines key terms and conditions for the purchase and future planning of Cubberley. The land purchase, which would transfer ownership of seven acres from PAUSD to the City, is contingent on voter approval of a bond measure in November 2026 requiring a condensed timeframe to develop a master plan for the site by March 2026, conduct polling and financial analysis, and other critical tasks. To guide the process, staff have developed a workplan outlining the major tasks that must be completed to meet key milestones. Initial first steps include the staff recommendation for the Council to approve a contract with Concordia to begin community and stakeholder outreach and master plan development for the site, and approval of a Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center to begin fundraising for a Recreation Wellness Center or multi -use gymnasium at the Cubberley site. Additional tasks include evaluating site infrastructure, developing an operating model to identify operating costs, and defining the ballot measure and preparing informative communication materials. Funds were set aside in the Real Property Investment Reserve during the Fiscal Year 2025 adopted budget for costs associated with this effort. BACKGROUND The 35 -acre Cubberley site, located at 4000 Middlefield Road in Palo Alto, operated as Cubberley High School from 1956 - 1979. Beginning in the late 1980's, the City began leasing portions of the facilities from the Palo Alto Unified School District at the site. Today, the City operates the areas of Cubberley it controls as a community center, using some of the space for classes and activities in arts, culture and athletics, and sub -leasing additional space at City - subsidized rates to various non-profit and community serving groups. The current lease agreement expires December 2024. Today, the City owns eight (8) acres of the 35 -acre site. PAUSD owns the remaining 27 acres, most of which are leased to the City. There are currently 23 tenants and 24 artists leasing space at Cubberley from the City, and dozens of groups renting the theater, pavilion, classrooms, and athletic fields from the City. Combined, these groups provide the community with programs that support health and wellness, childcare, education, and visual and performing arts. The District uses space for educational purposes and staff offices and has leases with some third - party tenants. The parking lot in the southeast corner of the property houses portable trailers as a temporary site for the Hoover Elementary School during construction at Hoover. A current site map is included as Attachment A. Item 18: Staff Report Pg. 2 Packet Pg. 265 of 314 Item 18 Item 18 Staff Report A facility condition assessment was conducted for Cubberley Community Center in October 2022 by an independent firm to assess the current general physical condition of the developed portion of Cubberley. The area assessed encompasses 18.5 acres and consists of 28 buildings and over 500 parking spaces. The facility condition assessment findings describe Cubberley Community Center as being in poor condition, with over $45 million of maintenance work recommended over the next 10 years. The report compares the 10 -year maintenance cost for each individual building to the building's estimated replacement cost to develop what is called the Facility Condition Index. This analysis concludes that all but three of the Cubberley buildings have reached the end of their useful or serviceable lives. Memorandum of Understanding There have been several master planning efforts over the years to reimagine and update the Cubberley site, with the most recent one being completed in 20191, however; none of these plans advanced to implementation. In 2023, the PAUSD Board initiated discussions with a letter inviting the City to make an offer to purchase additional acres at Cubberley. Both parties proceeded by creating Ad Hoc committees. The City's Ad Hoc committee included Council Members Julie Lythcott-Haims (Chair), Pat Burt and Lydia Kou. Their counterparts from the PAUSD Board were Trustees Jennifer DiBrienza (Chair) and Shounak Dharap. The Ad Hoc committees met jointly over the course of 10 months including once with a mediator before agreeing on terms. Both the City Council and District Board met separately in closed sessions in late September in advance of considering the recommended Memorandum of Understanding in public session. The City Council and Board of Education approved the Memorandum of Understanding on October 7, 20242, and October 8, 20243, respectively. The Memorandum of Understanding (MOU)4 outlines key terms and conditions for the purchase and lease of property at the Cubberley site. The MOU describes a series of steps the City and District will undertake in a collaborative approach to pursue the sale and redevelopment of the Cubberley site and its positive funding impacts on District schools. Contingent on voter approval of a November 2026 ballot measure, the City will purchase seven acres of land at the Cubberley site from PAUSD in 2027 and redevelop the City's combined 15 -acre site as a Community Recreation and Resource Center. The District intends to use the proceeds from the sale to develop and improve Palo Alto schools. Attachment B shows the 7 -acre purchase area. 1 Cubberley Concept Plan 2019; https://www.pausd.org/about-us/committees-task-forces/archived- committees/cub berley-master-plan 2 City Council, October 7, 2024; Agenda Item #AA1; SR #2409-3500, https://cityofpaloaIto.primegov.com/Portal/Meeting?meetingTemplate Id=14437 3Palo Alto Unified School District Board of Education, October 8, 2024; Agenda Item # 6.A.; https://go.boarddocs.com/ca/pausd/Board.nsf/Public 4 Memorandum of Understanding www.cityofpaloalto.org/files/assets/public/v/1/community- services/memorandum-of-understanding cubberley-2024 final-signed.pdf Item 18: Staff Report Pg. 3 Packet Pg. 266 of 314 Item 18 Item 18 Staff Report ANALYSIS The Cubberley Community Center provides recreation and educational programs, and cultural experiences to the community using an operating model that leases exclusive space to nonprofits, artists, and businesses at below market rental rates, and rents non-exclusive space to others on an hourly or daily basis. While the programs and services offered are widely used, the buildings and infrastructure systems are aged and require significant maintenance to keep them functioning. At the end of its useful life, acquiring an additional 7 acres of land at Cubberley provides an incredible opportunity for the City to redevelop the site for community services. Staff's vision is to build a community hub of recreational, educational, and cultural programming and activities for people of all ages and abilities. To seize this opportunity, the City will need to work on a condensed timeframe to place a measure on the November 2026 ballot to fund the purchase of the 7 acres and the development of 15 acres — the amount the City will own if the ballot measure is successful. The timeframe to place a bond measure on the November 2026 ballot is short and will require a rigorous and focused effort to be successful. Major elements of work to be completed include: • Execution of the lease amendment with PAUSD — The current lease expires December 31, 2024 and will be extended for five years through a lease amendment. The City will continue to lease the athletic fields, theatre, pavilion, gyms, and some additional rooms for $2 million per year until the school district vacates the premises and then the lease amount will increase to $2.5 million per year. Approval of the lease is on the December 2, 2024 Council Consent Calendar. • Master planning of the site with Concordia — To support the ballot measure, a master plan for the Cubberley site will be developed, building on the previous master plan completed in 2019 by Concordia. With the Council's approval, Concordia will continue their work creating a new master plan with community input. This effort is a critical step to inform and engage the community and ensure support to move the project forward. The master planning process will begin in December 2024 and be complete by December 2025 and will involve re -engagement of the community through a series of public meetings. The City will also engage Rincon to conduct environmental review under CEQA on the master plan. Additional information on the Concordia agreement is included later in this report. • Advanced evaluation of infrastructure systems to support construction — The Cubberley site is supported by aging infrastructure that will likely require replacement prior to construction of a new community recreation and resource center facility. The evaluation will identify the existing condition and remaining life of systems such as water, wastewater, storm drains, and electrical. It is crucial that the timing of this evaluation be coordinated to inform full project costs and construction phasing. • Defining the ballot measure —The "what, why, and how" of the project must be carefully and strategically crafted for the ballot measure, requiring a comprehensive approach Item 18: Staff Report Pg. 4 Packet Pg. 267 of 314 Item 18 Item 18 Staff Report and Council's support. Consultant expertise is necessary to conduct stakeholder engagement, polling and developing the ballot measure. • Coordination and support for Friends of the Palo Alto Recreation Wellness Center — The Friends are interested in fund-raising for a new recreation wellness center (multi- purpose gymnasium) at the Cubberley site. A Letter of Intent is the first step in the fund-raising effort and Council approval is recommended. Additional discussion of the Letter of Intent is included later in this report. • Naming of a new community recreation and resource center— While the Cubberley site has a long history in Palo Alto and many residents have fond memories of attending Cubberley High School or participating in educational or recreation programs, a new name will be desirable that captures the true value of the new center and the benefits it will bring to all residents. For this report, Community Recreation and Resource Center is used, however; a decision on the timing of name selection will be important to coincide with stakeholder engagement and development of ballot language. • Development of an operating plan for a new community recreation and resource center — An operating model should be developed in order to estimate future operating costs and management needs. Different models could include in-house management and operations of the center or engaging in a public -private partnership for operations. • Development of a financial plan for a community recreation and resource center — A financial plan will outline the forecasted cashflow for acquisition, development, debt service (General Obligation bonds, GO bonds), and on -going operation costs/revenues of the community recreation and resource center. Different models could inform the amount of financing, General Obligation bonds, operating costs and rental revenues. Similar to the operating plan, this fiscal plan should be developed relatively early to plan for future budgeting needs and stakeholder engagement. • Stakeholder engagement throughout the project — Engagement with the community and key stakeholders is arguably the most important element of this effort as resident support of the project will be needed for a successful ballot measure. Council support and involvement in the stakeholder engagement process will be crucial for the success of the ballot measure. Key engagement activities include re -affirming programming priorities developed in the 2019 master planning process, master plan site development, and ballot measure polling and stakeholder outreach. There are several key milestones that must be met to meet the goal of placing a measure on the November 2026 ballot measure. The workplan in Table 1 shows the condensed timeline necessary to meet key dates. The Community Services Department will reinitiate master planning for the site, building on work completed in 2019 with Concordia to meet the milestone of completing a master plan by March 2026. Public Works will conduct an evaluation of utility infrastructure system conditions. The City and District will develop formal agreements such as a purchase and sale agreement and lease agreement to implement the intentions described in the MOU. Making the 2026 ballot will require an expedient process to identify which elements Item 18: Staff Report Pg. 5 Packet Pg. 268 of 314 Item 18 Item 18 Staff Report of the Cubberley Concept Plan remain relevant while reengaging the community to build on the previous work and complete the appropriate level of CEQA analysis. Table 1: November 2026 ballot measure workplan and timeline DECEMBER 2024 Key milestones: • Approval of a professional services agreement with Concordia, LLC for master plan development. Following approval, funds will be transferred from the Real Property Investment Reserve to the Cubberley Community Center Redevelopment CIP (CB -26000). • Approval of a Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center. • Approval of Cubberley lease for a term beginning January 1, 2025. • Approve a professional services agreement with Rincon for CEQA analysis and documentation for the master plan. JANUARY 2025 Ongoing work: Phase one of the master planning process begins with a focus on revisiting the previous master planning documents, identifying gaps, and stakeholder and community engagement. Key milestones: • Develop professional service agreements for polling and ballot - related stakeholder engagement. Funds in the Real Property Investment Reserve will be used for these services. • Assign Councilmembers to an expected 2025 Cubberley Ad Hoc. JANUARY 2025 - Ongoing work: APRIL 2025 • Begin community outreach and stakeholder engagement on master plan for the Cubberley site (reaffirm programming and obtain input on site layout and design). • With PAUSD, initiate development of Option and Purchase and Sale agreement. Expert legal support via outside counsel will be needed for drafting of agreement. • Develop options for a future operating model for the new center. • Develop a future financial model for the new center. • Evaluation of utility infrastructure systems begins. Item 18: Staff Report Pg. 6 Packet Pg. 269 of 314 Item 18 Item 18 Staff Report Kev milestones: • Complete a Community Outreach and Stakeholder Engagement Plan for development of the master plan. • Award professional service agreements for polling and ballot -related stakeholder engagement. • Award professional service agreements for City's financial/bond advisor and any other needed professional services. • Obtain Ad Hoc and Council feedback and direction on operating and financial model. MAY 2025 — Ongoing work/Key milestones: JUNE 2025 • Present results of community engagement efforts to Parks and Recreation Commission and City Council. • Obtain City Council direction to complete initial polling and initial ballot -related stakeholder outreach. JUNE 2025 — Ongoing work: OCTOBER 2025 • Phase two of the master planning begins with development of conceptual designs, community engagement, and concludes with a final Master Plan for the Cubberley site in December 2025. • Continue work on draft conceptual designs, polling, naming, financing, and other strategy -related tasks. Kev milestones: • Conceptual designs and the final design are presented to Commissions and City Council. DECEMBER 2025 Kev milestones: Final Master Plan for the Cubberley site. DECEMBER 2025 — Ongoing work: APRIL 2026 • Continue community and stakeholder outreach, draft required documents for ballot measure, complete polling as appropriate. • Continue bond fiscal analysis (sizing and strategy). • The Cubberley Ad Hoc and City Council to receive updates as necessary on status check -ins, additional rounds of polling, feedback, and policy decisions. MARCH 2026 I Key milestones: Item 18: Staff Report Pg. 7 Packet Pg. 270 of 314 Item 18 Item 18 Staff Report The Council adopts the Master Plan and associated CEQA document for redevelopment of the Cubberley site. MAY 2026 — JUNE Key milestones: 2026 City Council approval of November 2026 ballot measure and specific measure language. Final approval including the ballot measure language will need to be submitted to the Santa Clara County Registrar of Voters in early August 2026. Develop informative communications materials. Concordia Contract to Develop Master Plan Staff are recommending approval of a contract with Concordia, LLC in the amount of $631,966 for a term of 24 months to reinitiate master planning for the Cubberley site, building on work Concordia completed in 2019. The Council previously approved an agreements with Concordia in June 2018 in an amount no to exceed $565,972 for development of a master plan for the 35 - acre Cubberley site. A subsequent amendment6 was approved by the Council in December 2018 to expand the project area of the master plan. The project was cost -shared between the City and the School District. For continuity, staff recommends that Concordia be reengaged for this work as they have a keen understanding of the Cubberley facility, neighborhood, and community and are well - positioned to build upon their previous plan. Concordia worked closely with the City and Palo Alto community during the original contract term and are well orientated on the history and background of the Cubberley site, neighborhood, and community needs. Making the 2026 ballot will require an expedient process to identify which elements of the Cubberley Concept Plan remain relevant while re-engaging the community and completing the appropriate level of CEQA analysis. An exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360 was approved by the City Manager. Based on the Memorandum of Understanding with PAUSD that was approved by both parties' governing bodies, the master plan must be completed by March 2026. It is impractical for staff to solicit for a new professional service agreement to potentially work with a new consultant on a master plan that will rely significantly and build upon on the work Concordia has already completed. The previous work included four community co -design meetings that were attended collectively by 462 attendants. This process considered nearly 3,000 comments, requests, and questions as well as over 2,000 votes and rankings about different plan elements. Much of this information can be used for the new master plan. Starting the process over from the start could lead to community distrust in the process and would impact the overall project timeline and the ability to make the November 2026 ballot. s City Council, June 18, 2018; Agenda Item #12; SR #9131, www.cityofpaloalto.org/files/assets/public/v/1/agendas- minutes-reports/reports/city-manager-reports-cmrs/year-archive/2018/id-9131.pdf 6 City Council, December 18, 2018; Agenda Item # 11; SR# 9866, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=76157 Item 18: Staff Report Pg. 8 Packet Pg. 271 of 314 Item 18 Item 18 Staff Report Letter of Intent with Friends of the Palo Alto Recreation Wellness Center Recognizing that the City of Palo Alto does not own any type of gymnasium or dedicated indoor sports and recreation wellness center, on March 7, 20221, the City Council directed "staff and the Parks and Recreation Commission (PRC) to conduct public outreach on a new gym, including location, siting, gym features, cost estimates, funding timeline, demand assessment and prioritization of projects." The Council also directed the PRC to investigate fundraising. An Ad Hoc of the PRC evaluated several locations throughout Palo Alto and identified Greer Park and Cubberley as options for a new recreation wellness center. Staff and the PRC conducted a community survey and held two community meetings to help inform the preferred location, programming, and amenities. Through that outreach, it became clear that community members identified Cubberley as the preferred location for a Recreation Wellness Center. The Friends of the Palo Alto Recreation Wellness Center (Friends) formally organized as a 501c3 nonprofit in December 2022 for the purpose of fundraising and building a gymnasium or recreation wellness center in Palo Alto. Concurrent with the timeline in Table 1 staff will need to work closely with the Friends to ensure coordination exists between the master planning work and the Friends fundraising efforts. The Letter of Intent (LOI) demonstrates the City's commitment to provide the land for the facility and the Friends' commitment to raise donor funds for the construction. The LOI includes key elements to be included in a future agreement. FISCAL/RESOURCE IMPACT Funding to advance next steps including a master planning process for the site, needed reviews such as CEQA, drafting of formal agreements, and preparation for the November 2026 ballot measure has been reserved in the FY 2025 Adopted Budget for real property acquisition to support the recommended action in this report. Staff recommends a budget amendment to transfer $631,966 from the General Fund Real Property Investment Reserve to the Cubberley Property Infrastructure Fund Cubberley Community Center Redevelopment Capital Improvement Project (CIP CB -26000), where expenses related to this effort will be consolidated, for the Concordia contract. Additional funding transfers from the Real Property Investment Reserve will be recommended in future reports for other consultant and legal support needed as described in the workplan. Funding for future years is subject to City Council approval through the annual budget process. 7 City Council, March 7, 2022; Agenda Item #6; SR #14077, https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=81805 8 www.parwc.org Item 18: Staff Report Pg. 9 Packet Pg. 272 of 314 Item 18 Item 18 Staff Report STAKEHOLDER ENGAGEMENT A robust community and stakeholder engagement effort will be conducted by Concordia to develop the design and future programming of a new community center at the Cubberley site. Polling and other stakeholder engagement related to the ballot measure will also be conducted. A project webpage was created to provide background and updates on the progress of the project. Community members may sign up for project updates from the website.9 ENVIRONMENTAL REVIEW The Master Plan will require CEQA review and a contract with Rincon for that work will be coming to the Council for approval in December 2024. ATTACHMENTS Attachment A: Cubberley Site Map as of December 2024 Attachment B: Cubberley Land Purchase Area Attachment C: Agreement No. C25192924 with Concordia, LLC Attachment D: Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center APPROVED BY: Kristen O'Kane, Community Services Director 9 https://www.cityofpaloalto.org/Departments/Community-Services/CubberleV-Community-Center-Project Item 18: Staff Report Pg. 10 Packet Pg. 273 of 314 Item 18 Attachment A - Cubberley Site Map as of December 2024 Cubberley Current Land Ownership and Facility Uses City leases the following from PAUSD: Fields, gyms, G5, G8, Pavilion, theatre, S Building, FOPAL (near track). Map Legend City Facilities 0 Accessible Parking Long Term Tenants #t Restrooms ■ Rental Rooms PAUSD Item 18: Staff Report Pg. 11 Packet Pg. 274 of 314 Item 18 Attachment B - Cubberley Land CUBBERLEY COMMUNITY CENTER u 7 acres to be purchased* City's e,. Purchase Area JZL! ________ Jia, L I ;44 .# a 200 FEET *Property line approximated; actual propert Item 18: Staff Report Pg. 12 Packet Pg. 275 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. C25192924 with CITY OF PALO ALTO CONTRACT NO. C251929 Concordia, LLC AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND CONCORDIA, LLC. This Agreement for Professional Services (this "Agreement") is entered into as of the 2nd day of December, 2024 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CONCORDIA, LLC., a Louisiana Limited Liability Company, located at 2016 Oretha Castle Haley Boulevard, New Orleans, LA 70113 ("CONSULTANT"). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to complete the Cubberley Master Plan (the "Project") and desires to engage a consultant to re-engage the community and develop a master plan for the Cubberley site 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 effective date of this agreement through December 1, 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 Professional Services Rev. Oct 16,2024 Page 1 of 24 Item 18: Staff Report Pg. 13 Packet Pg. 276 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - timely manner based upon the circumstances and direction communicated tc Agreement No. C25192924 with CITY's agreement to extend the term or the schedule for performance shall Concordia, LLC of damages for delay if the extension is required due to the fault ofCONSUtiA1Ni. 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 Five Hundred Eighty - Five Thousand Eight Hundred Sixty Dollars ($585,860). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled "SCHEDULE OF RATES." Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. ® Optional Additional Services Provision (This provision applies only if checked and a not -to -exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not -to -exceed compensation specified above, CITY has set aside the not - to -exceed compensation amount of Forty -Six Thousand One Hundred and Six Dollars ($46,106) 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 Six Hundred Thirty One Thousand Nine Hundred Sixty -Six Dollars ($631,966), as detailed in Exhibit C. "Additional Services" means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY's Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled "PROFESSIONAL SERVICES TASK ORDER". Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY's Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter -signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Professional Services Rev. Oct 16,2024 Page 2 of 24 Item 18: Staff Report Pg. 14 Packet Pg. 277 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. Additional Services in this Section 4. Performance of and paymej C25192924 with nal Services are subject to all requirements and restrictions in this Agre Concordia, LLC SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT's schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY's Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 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 Professional Services Rev. Oct 16,2024 Page 3 of 24 Item 18: Staff Report Pg. 15 Packet Pg. 278 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. deemed at all times to be an independent contractor and shall be wholly resp C25192924 with ner in which CONSULTANT performs the Services requested by CITY u Concordia, LLC Jent. 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. ® 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. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Bobbie Hill Email: bhill(c�concordia.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 Kristen O'Kane, Community Service Department, 1305 Middlefield Rd. Palo Alto, CA, zipcode: 94301, Telephone: 650-463-4908. CITY's Project Manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Professional Services Rev. Oct 16,2024 Page 4 of 24 Item 18: Staff Report Pg. 16 Packet Pg. 279 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. Services. CITY may designate an alternate Project Manager from time to ti C25192924 with I. Concordia, LLC ) SECTION 14. OWNERSHIP OF MATERIALS. All work produc , 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 for work products 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. The CONSULTANT's proprietary instruments of practice, including but not limited to the systemic community centered planning tool called the Nexus Framework, and the community engagement process called the Roundtable remain the exclusive intellectual property of the CONSULTANT during the planning process and thereafter. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT's records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. ® 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT's proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its Professional Services Rev. Oct 16,2024 Page 5 of 24 Item 18: Staff Report Pg. 17 Packet Pg. 280 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. officers, employees, agents or contractors under this Agreement. Agree C25192924 with Concordia, LLC 16.3. The acceptance of CONSULTANT's Services and duties by LilY 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 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. Professional Services Rev. Oct 16,2024 Page 6 of 24 Item 18: Staff Report Pg. 18 Packet Pg. 281 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. C25192924 with 19.1. The City Manager may suspend the performance oftConcordia, LLC ole or in part, or terminate this Agreement, with or without cause, by giving ten ( 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). 19.5 If the CITY fails to make payments to the CONSULTANT in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the CONSULTANT's option, cause for suspension of performance of services under this Agreement. If the CONSULTANT elects to suspend services, the CONSULTANT shall give seven days' written notice to the CITY before suspending services. In the event of a suspension of services, the CONSULTANT shall have no liability to the CITY for delay or damage caused the CITY because of such suspension of services. Before resuming services, the CONSULTANT shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the CONSULTANT's services. The CONSULTANT's fees for the remaining services and the time schedules shall be equitably adjusted. 19.6 If the CITY suspends the Project for more than 90 cumulative days for reasons other than the fault of the CONSULTANT, the CONSULTANT may terminate this Agreement by giving not less than seven days' written notice. 19.7 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. Professional Services Rev. Oct 16,2024 Page 7 of 24 Item 18: Staff Report Pg. 19 Packet Pg. 282 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. SECTION 20. NOTICES. C25192924 with Concordia, LLC All notices hereunder will be given in writing and mailed, postage prep 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 by 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. Professional Services Rev. Oct 16,2024 Page 8 of 24 Item 18: Staff Report Pg. 20 Packet Pg. 283 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. 22.2. CONSULTANT understands and agrees that pursu 025192924 with tans Disabilities Act ("ADA"), programs, services and other activities provided Concordia, LLC 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 with any other covenant, term, condition, or provision of this Agreement. Professional Services Rev. Oct 16,2024 Page 9 of 24 Item 18: Staff Report Pg. 21 Packet Pg. 284 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. C25192924 with Concordia, LLC 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 Professional Services Rev. Oct 16,2024 Page 10 of 24 Item 18: Staff Report Pg. 22 Packet Pg. 285 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. confidence prior to receipt of Confidential Information; (iii) is ri C25192924 with by CONSULTANT from a third party without breach of any confidential' Concordia, LLC ) is independently developed by employees of CONSULTANT without any use ot 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. Professional Services Rev. Oct 16,2024 Page 11 of 24 Item 18: Staff Report Pg. 23 Packet Pg. 286 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. 025192924 with 29.5. If a court of competent jurisdiction finds or rules tha Concordia, LLC 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 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. Professional Services Rev. Oct 16,2024 Page 12 of 24 Item 18: Staff Report Pg. 24 Packet Pg. 287 of 314 Docusign Envelope ID: 84E51 E5C-7AC1-4613-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. CONTRACT No. 025192924 C25192924 with SIGNATURE PAGE IConcordia, LLC 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 CONCORDIA, LLC. Officer I DocuSigned by: By: �jbl�l�it, (iii Name: Bobbie Hill Title: Partner Officer 2 DocuSigned by: By: Steven Bingler Name: Title: CEO Professional Services Rev. Oct 16,2024 Page 13 of 24 Item 18: Staff Report Pg. 25 Packet Pg. 288 of 314 Docusign Envelope ID: 84E51 E5C-7AC1-4613-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. EXHIBIT A IC25192924 with SCOPE OF SERVICES Il. Concordia, LLC 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 Agreement reinitiates master planning for the Cubberley site, building on work completed in 2017 with Concordia (Consultant). For continuity and efficiency, the City is re-engaging with Concordia for this work as they has a keen understanding of the Cubberley facility, neighborhood, and community and are well -positioned to build upon their previous plan. Making the 2026 ballot will require an expedient process to identify which elements of the Cubberley Concept Plan remain relevant while re-engaging the community and completing the appropriate level of CEQA analysis. Concordia was awarded a contract in 2018 after a competitive bid process to complete a community engagement effort and master plan for Cubberley, in partnership with the Palo Alto Unified School District (PAUSD). For context, the Cubberley site is partially owned by the city (8 acres) and partially owned by the school district (27 acres). At that time, the concept was to build a community center on the City's land and shared use buildings on the school district's land. The master plan was completed in November 2019 but due to a change in priorities for PAUSD the master plan was never adopted by the City Council. Since that time, the City and PAUSD have negotiated a deal by which the City will purchase 7 acres of land at the Cubberley site from the school district. The City's intent is to re -develop the property with a new community center. On October 7, 2024 the City Council approved a Memorandum of Understanding with PAUSD to purchase the land and complete a master development plan for the site. The master plan, including CEQA review must be completed by March 2026. Consultant should expect to complete the master plan by December 31, 2025 to ensure there is adequate time to complete CEQA and obtain City Council approval. Task 1: Project Administration Consultant will manage the project efficiently to meet project milestones and schedule. Consultant will work with City staff to finalize a detailed schedule of work including which tasks can be conducted in parallel, critical path tasks, key decision points and frequency of regular project team meetings/conference calls. All existing information that will be provided by the City will be identified in this task. Professional Services Rev. Oct 16,2024 Page 14 of 24 Item 18: Staff Report Pg. 26 Packet Pg. 289 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. C25192924 with Meetings to Include: Concordia, LLC • Regular bi-weekly coordination calls with City staff (virtual) Deliverables: • Request for information Task 2: Review 2019 Cubberley Concept Plan (Concept Plan) and Identify Gaps Consultant will review the previous Concept Plan and related documents (program document, community asset evaluation, and needs assessment) and identify which elements need to be revisited with City staff and/or the community. Consultant will then review the community's current recreational, educational, and cultural assets to identify opportunities for the community center that address community preferences and fill existing gaps in services and programs, while maximizing public resources. The gaps and opportunities identified here will be used to develop the community and stakeholder engagement plan. Meetings to Include: • None Deliverables: • Memo to City staff summarizing results of Task 2 Task 3: Develop Community and Stakeholder Engagement Plan Consultant will develop a community and stakeholder engagement plan that will guide community outreach during the Master Plan process, including timing, method of engagement, and the number and format of workshops and community meetings. This task will build upon the data and information collected during the previous community engagement process. Consultant will obtain approval from City staff on the Plan. Meetings to Include: • Consultant/City review of Draft Stakeholder and Community Engagement Plan Deliverables: • Draft Stakeholder and Community Engagement Plan • Final Stakeholder and Community Engagement Plan Task 4: Implement the Community and Stakeholder Engagement Plan Consultant will implement the approved plan developed in Task 3 and confirm or revise the following: a. Community Asset Evaluation and Needs Assessment b. Vision, Goals and Opportunities c. Type and placement of indoor and outdoor community center and recreation facilities and amenities d. Preferred programming and spatial needs Meetings to Include: • Workshops and community meetings identified in the Engagement Plan Deliverables: • Consultant will document the results of workshops and meetings • Programming Document Professional Services Rev. Oct 16,2024 Page 15 of 24 Item 18: Staff Report Pg. 27 Packet Pg. 290 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. C25192924 with Task 5: Conceptual Designs Concordia, LLC Consultant will work collaboratively with the City and community to develop three conceptual designs for a community center at Cubberley to include facility layout detailing how the site will support programming. The designs will reflect input received from the community and will build upon the 2019 concept plan. Each conceptual design will illustrate the arrangement of different program elements such as recreation, and wellness and multi -purpose, and flexible spaces. These conceptual designs will include illustrative 3D design work communicating how the buildings would house the program and relate to one another and the surrounding area. This level of design will communicate the function, form, and major relationships between the site elements pursuant to the program. The scenarios will be presented to City staff, the community, commissions, and City Council for review. Meetings to Include: • Workshops and community meetings identified in the Engagement Plan Deliverables: • Three conceptual designs in electronic, print and display formats • Presentations to Parks and Recreation Commission, Planning and Transportation Commission, and City Council on facility and program concepts Task 6: Draft Cubberley Master Plan Report Consultant will develop a Draft Master Plan Report based on the preferred conceptual design from Task 5. The draft Master Plan will include phasing scenarios for site and facility reconstruction and cost estimates for each phase. The Draft Master Plan report will also address opportunities and constraints related to connectivity of the community center to nearby schools, neighborhoods, and other community facilities. Consultant will present the draft report to various commissions and the City Council. Consultant and City staff will determine if meetings should be attended in person or virtually. Meetings to Include: • City Staff (presentation) • Parks and Recreation Commission • Planning and Transportation Commission • City Council Deliverables: • City staff study sessions: presentation and summary • Presentation to Parks and Recreation Commission, Planning and Transportation Commission, and City Council • Administrative Draft Master Plan Report • Public Draft Master Plan Report Task 7: Community Master Plan Review Meeting After completing the Public Draft Master Plan report in Task 6, Consultant will design a community -wide review meeting to solicit feedback on the Draft Master Plan Report and the site's conceptual design. Residents will have the opportunity to give feedback and make final recommendations on the plan development. Professional Services Rev. Oct 16,2024 Page 16 of 24 Item 18: Staff Report Pg. 28 Packet Pg. 291 of 314 Docusign Envelope ID: 84E51 E5C-7AC1-4613-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. Meetings to Include: C25192924 with • Community Meeting L Concordia, LLC Deliverables: • Community Meeting activities, presentations, facilitation, summary Task 8: California Environmental Quality Act (CEQA) Support Consultant will support the City's consultant that will conduct the CEQA review process. Specifically, this includes coordination and support for CEQA consultant, including requested design narrative, drawings, diagrams, and other design -related materials. Meetings to Include: • None Deliverables: • None Task 9: Final Cubberley Master Plan Based on the combined input of City Boards, Commissions, City Council, District Board of Education and the community, consultant and the Staff Project Team will identify the necessary revisions and update the Draft Master Plan Report to reflect the input received. The site's conceptual design will be revised in parallel as part of this effort. This revised document will be finalized as the Revised Draft Cubberley Master Plan. This version of the document will be presented to the City's Commissions for their review and recommendations and to City Council for adoption. Meetings to Include: • Project Team Meeting • Parks and Recreation Commission Study Session • City Council Meeting • Additional City Commission meetings, if needed Deliverables: • Project Team meeting agenda, presentation, and summary • Attendance, activities, presentations, facilitation, and summaries at the following meetings: • Project Team Meeting (teleconference) • Parks and Recreation Commission Meeting • City Council Meeting • Additional City Commission meetings as needed (Architectural Review Board and/or Planning and Transportation Commission) • Final Cubberley Master Plan Additional Services: Additional Services for the Cubberley Master Plan may include: additional community meetings; commission, council, or other public meetings; any further work outside the work detailed in the project scope that is necessary to complete the project. Professional Services Rev. Oct 16,2024 Page 17 of 24 Item 18: Staff Report Pg. 29 Packet Pg. 292 of 314 Docusign Envelope ID: 84E51 E5C-7AC1-4613-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. EXHIBIT A-1 IC25192924 with PROFESSIONAL SERVICES TASK ORDER IConcordia, LLC CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1 below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) IA. MASTER AGREEMENT NO. (MAYBE SAME AS CONTRACT /P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $ 5. BUDGET CODE COST CENTER COST ELEMENT WBS/CIP PHASE 6. CITY PROJECT MANAGER'S NAME & DEPARTMENT: 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: • SERVICES AND DELIVERABLES TO BE PROVIDED • SCHEDULE OF PERFORMANCE • MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) • REIMBURSABLE EXPENSES, if any (with "not to exceed" amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY: Name Title Date I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: BY: Name Title Date Professional Services Rev. Oct 16,2024 Page 18 of 24 Item 18: Staff Report Pg. 30 Packet Pg. 293 of 314 Docusign Envelope ID: 84E51 E5C-7AC1-4613-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. EXHIBIT B IC25192924 with SCHEDULE OF PERFORMANCE I Concordia, LLC 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 Completion /Weeks (as specified below) from NTP 1. Project Administration 4 weeks 2. Review 2019 Cubberley Concept Plan (Concept Plan and Related Documents 12 weeks 3. Develop a Stakeholder and Community Engagement Plan 12 weeks 4. Implement Stakeholder and Community Engagement Plan 16 weeks 5. Conceptual Designs 20 weeks 6. Draft Cubberley Master Plan Report 40 weeks 7. Community Master Plan Review Meeting 42 weeks 8. California Environmental Quality Act (CEQA) Review 46 weeks 9. Final Cubberley Master Plan 52 weeks ® 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. Professional Services Rev. Oct 16,2024 Page 19 of 24 Item 18: Staff Report Pg. 31 Packet Pg. 294 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE EXHIBIT C COMPENSATION Item 18 Attachment C - Agreement No. C25192924 with Concordia, LLC 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 $41,325 (Project Administration) Task 2 $16,250 (Review 2019 Cubberley Concept Plan (Concept Plan) and Related Documents) Task 3 $33,570 (Develop a Stakeholder & Engagement Plan) Task 4 $130,300 (Implement Stakeholder and Community Engagement Plan) Task 5 $97,210 (Conceptual Designs) 13Task 6 $34,150 (Draft Cubberley Master Plan Report) Task 7 $44,650 (Community Master Plan Review Meeting) Task 8 $21,130 (California Environmental Quality Act (CEQA) Review) Task 9 $42,470 (Final Cubberley Master Plan) Allowances $95,665 (Transportation Study- Revised, Sustainability Report, Cost Estimate, Renderings, Risk Analysis) Sub -total for Services $556,720 Reimbursable Expenses (if any) $29,140 Total for Services and Reimbursable Expenses $585,860 Professional Services Rev. Oct 16,2024 Page 20 of 24 Item 18: Staff Report Pg. 32 Packet Pg. 295 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. Additional Services (if any, per Section 4) C25192924 with Maximum Total Compensation $ Concordia, LLC INITIAL DEPOSIT Once the contract is fully executed an initial deposit of $5,000 will be due to as a minimum payment under this Agreement. This deposit shall be applied as a credit to the invoice(s) that follow it until it is depleted. ALLOWANCES CONSULTANT will solicit proposals for Services deemed necessary to the Work upon determination of the scope for such Services. CONSULTANT will coordinate with the CITY to manage the Allowances budget and will notify the CITY, and advise, in the event that the required Services exceed the maximum Allowance budget amounts. 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: Travel Expenses and Printing & Materials, up to the not -to -exceed amount of: $29,140. 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. Professional Services Rev. Oct 16,2024 Page 21 of 24 Item 18: Staff Report Pg. 33 Packet Pg. 296 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE EXHIBIT C -I SCHEDULE OF RATES CONSULTANT'S schedule of rates is as follows: Item 18 Attachment C - Agreement No. C25192924 with Concordia, LLC Hourly Rates The following hourly rates are the basis of professional fees and will be charged for all additional services authorized by the Owner. These rates are subject to semi-annual review and revision. Position Rate Principal $354/hour Director $300/hour Sr. Project Manager / Sr. Project Architect / Sr. Planner $220/hour Designer II / Planner II $175/hour Designer I / Planner I $120/hour Administrative $75/hour Professional Services Rev. Oct 16,2024 Page 22 of 24 Item 18: Staff Report Pg. 34 Packet Pg. 297 of 314 Docusign Envelope ID: 84E51 E5C-7AC1-4613-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. EXHIBIT D IC25192924 with INSURANCE REQUIREMENTS Concordia, LLC 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. MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY STATUTORY STATUTORY YES EMPLOYER'S LIABILITY STATUTORY YES GENERAL LIABILITY, INCLUDING BODILY INJURY $1,000,000 $1,000,000 PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, - EACH OCCURRENCE $1,000,000 $1,000,000 INCLUDING ALL OWNED, HIRED, PROPERTY DAMAGE $1,000,000 $1,000,000 NON -OWNED BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN ALL DAMAGES $1,000,000 APPLICABLE), AND NEGLIGENT PERFORMANCE 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. 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: PURCHASINGSUPPORTgCITYOFPALOALTO.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. Professional Services Rev. Oct 16,2024 Page 23 of 24 Item 18: Staff Report Pg. 35 Packet Pg. 298 of 314 Docusign Envelope ID: 84E51 E5C-7AC1 -461 3-8DD2-CFF7C3C858BE Item 18 Attachment C - Agreement No. B. CROSS LIABILITY C25192924 with Concordia, LLC 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 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 Professional Services Rev. Oct 16,2024 Page 24 of 24 Item 18: Staff Report Pg. 36 Packet Pg. 299 of 314 Item 18 Attachment D - Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center Letter of Intent for the Mutual Cooperation between the City of Palo Alto (hereinafter "the City" or "CPA") and the Friends of the Palo Alto Recreation Wellness Center (hereinafter "the Friends" or "FPARWC"), a nonprofit 501(c)(3) charitable organization incorporated in the state of California. The City of Palo Alto completed the Parks, Trails, Natural Open Space, and Recreation Master Plan, a comprehensive analysis of the community's need for recreation, open space and wellness, which prioritized expansion of indoor space for exercise and sports activity space. Subsequently, the Palo Alto Parks and Recreation Commission (PRC) formed an Ad Hoc Committee, commonly referred to as the "Gym Committee," dedicated to the expansion of indoor activity space. FPRAWC was incorporated August 30, 2023 as a nonprofit organization dedicated to supporting the City's efforts to expand indoor recreational space by building community awareness of the need for additional space, catalyzing community engagement in the creation and ongoing support of the space, and helping raise public and private funds for development and operational costs. FPARWC now wishes to collaborate and negotiate a long-term public -private partnership to expand indoor wellness space by achieving the following strategic objectives: 1. Identify a mutually agreed upon site on City -owned land of sufficient size and location to accommodate additional indoor recreational and wellness program space accessible to the community. At this time, the Cubberley site is assumed to be the preferred location. The parties will mutually determine a location at the Cubberley site to accommodate the project in concert with development of a master plan for a community center at the Cubberley site. 2. Plan for facility use that is flexible and adaptable to both the current and the evolving future needs of the community. Develop architectural plans and specifications for an expanded recreation facility intended to be constructed as potentially the first phase of the master plan for the Cubberley site. 3. The Friends will participate in the City's development of a master plan for the Cubberley site, to reinforce coordination and comprehensive planning. 4. The Friends and the City will mutually develop a construction and program budget. 5. The Friends will initiate a fundraising program to offset the City's capital development costs, either in total, which is the optimum goal, or in part as a minimum goal. The minimum and total goals will be agreed upon between the City and the Friends following the development of the budget. Item 18: Staff Report Pg. 37 Packet Pg. 300 of 314 Item 18 Attachment D - Letter of Intent with the Friends of the Palo Alto Recreation 6. CPA may provide FPARWC with site access and contracting authorit Wellness Center construction with oversight by the City. 7. Mutually develop a staffing and operating plan for programs to be conducted in the new facility. 8. The City agrees to pursue the adoption of the revised Cubberly Master Plan as expeditiously as possible. FPARWC and CPA are interested in undertaking and completing the new facility in accordance with one or more future agreements subject to mutually acceptable terms and conditions. The City and FPAWC will endeavor to negotiate a potential agreement as soon as possible. Elements to be included in the agreement(s) include: 1. Term of the agreement(s) 2. Acknowledgement that the City is commencing a master planning effort for a new community center at the Cubberley site that will include community engagement building upon the Cubberley Concept Plan completed in 2019, and coordination and cooperation with that effort will be necessary to meet milestones defined in the Memorandum of Understanding between the City and Palo Alto Unified School District. 3. Distinct phases for fundraising and construction, respectively, with separate terms for each phase. 4. Contracting requirements that would allow FPARWC to efficiently manage construction of the new facility. 5. Establishment of a time frame and details, including goals for fundraising activities. 6. Acknowledgement and stewardship of coordination with City departments to be involved in the project. 7. Development of a community outreach and engagement plan by the City and FPARWC to build support for the project and to receive and address community comments. 8. A project schedule, including timelines for review by the City's Architectural Review Board, Planning and Transportation Commission, and other boards and commissions as may be required. 9. Options for either party to terminate the partnership (or "joint planning process") agreement. 10. The City acknowledges that the Friends will start a major donor fundraising effort and may require commitments from the City in terms of a lease or other process requirements in order to close a major donation. The City acknowledges it will be responsible for providing those commitments in a timely manner or risk losing major donors. Item 18: Staff Report Pg. 38 Packet Pg. 301 of 314 Item 18 Attachment D - Letter of Intent with the Friends of the Palo Alto Recreation This letter is not a binding contract between CPA and FPARWC and does n Wellness Center legal partnership or any other legal relationship. Nor shall this letter create any reliance on either party to act or not act in any specific way. It is intended to facilitate discussion of the key agreement terms and conditions of the future agreements relating to this joint project. Date Approved: December 2, 2024 Ed Shikada City Manager Anne Cribbs Friends of the Palo Alto Recreation Wellness Center Item 18: Staff Report Pg. 39 Packet Pg. 302 of 314 Item 19 Item 19 Colleague's Memo CITY COUNCIL :`: Colleague's Memo Sponsor(s): Council Member Lydia Kou, CITY O F Council Member Greer Stone PALO Meeting Date: December 2, 2024 ALTO Report #: 2410-3590 TITLE Colleague's Memo: Resolution Supporting the Efforts of the Amah Mutsun Tribal Band to Preserve Juristac/Sargent Ranch as Open Space RECOMMENDATION The City of Palo Alto has treasured our own open spaces; Enid Pearson Arastradero Preserve, Foothills Nature Preserve, and Baylands Open Space Preserve, for their beauty and biodiversity. Palo Alto has had Climate Change & Natural Environment — Protection and Adaptation as a Council Priority for 4 years, signaling that the natural environment and biodiversity is just as important as tech solutions when it comes to addressing climate change. Protecting biodiversity in our region is directly connected to the health and wellbeing of our own community as the cumulative impacts of the destruction of these sensitive habitats impacts us all. Our recommendation is to sign and send a Resolution to the Santa Clara County Board of Supervisors to support and stand with the Amah Mutsun Tribal Band, environmental groups, and concerned citizens to protect the ecologically sensitive ancient ceremonial site, called Juristac, located in south Santa Clara County, and to reject the proposed Sargent Quarry Project http://protect* u ristac.org GOAL To stand in support with the Amah Mutsun Tribal Band, environmental groups, and concerned citizens to protect the ecologically sensitive ancient ceremonial site called Juristac, located in south Santa Clara County, and to oppose granting a permit to an investor group based in San Diego who is currently seeking to develop a 403 -acre open pit sand and gravel mining operation at the proposed Sargent Quarry. The plan includes a 14 -acre processing plant, three 200 -foot - deep open pit quarry sites, a 1.6 -mile -long conveyor belt, and a 20 -foot wide access road., Additionally, an estimated 35 million cubic yards of excavated material (sand and gravel aggregate), with 25.3 million cubic yards of salable material (equal to 38 million tons of salable product) would be produced over the 30 -year life of the mine, primarily for use in local road building and general construction. 1 https://plandev.sccgov.org/policies-programs/smara/sargent Item 19: Staff Report Pg. 1 Packet Pg. 303 of 314 Item 19 Item 19 Colleague's Memo BACKGROUND The Amah Mutsun Tribal Band represents descendants of indigenous people who survived relocation to Mission San Juan Bautista and Mission Santa Cruz. At the time, Mutsun ancestors were taken into the missions from many villages at Juristac and surrounding Mutsun territory. After the missions closed in the 1830's, some Mutsun people returned to their Juristac homelands but another tragedy, the smallpox epidemic, combined with violence and pressures from the Mexican and early American settlers led to the Mutsun people's dislocation from their Juristac homelands. To the Mutsun people, the entire area now known as Sargent Ranch and previously named Rancho Juristac is contained within the Juristac Tribal Cultural Landscape. The area contains several cultural sites who the Mutsun people believe is home to a powerful spiritual being; and healing and renewal ceremonies have taken place in the area for centuries. It is an area of cultural and spiritual significance. The Santa Cruz Sentinel published an op-ed by Amah Mutsun Chairman Lopez and the Center of Biological Diversity's Tiffany Yap, Senior Scientist and Wildlife Corridor Advocate, that highlights Juristac in relation to the habitat needs of California Condors. "Extinction was imminent for the California condor in 1980, when just 22 majestic birds existed. A captive breeding and reintroduction program rescued them from the edge. This rare sighting of six condors more than 100 miles from their nesting site shows what's possible if there's a willingness to combat the extinction crisis. Extinction, after all, is a choice, not an inevitability. But confronting biodiversity loss and the extinction crisis is hard work. Once condors born in captivity are successfully introduced, their fight for survival has just begun. They face myriad threats including lead poisoning, collision with power lines and encroaching development. Condors have an incredibly wide range, traveling hundreds of miles in a single day in search of prey. They need foraging habitats to find food and rocky areas to nest but their home turf is constantly under threat. Outside Gilroy, about 80 miles south of Mount Diablo, officials are considering a proposal to develop a sand and gravel mining operation that would destroy more than 400 acres of essential condor foraging habitat as well as prime habitat for California red -legged frogs, golden eagles, American badgers and mountain lions. "2 2 https://docs.google.com/presentation/d/e/2PACX- 1vRVnG2ZULjZAMbClXrdaDCvbyzDr4UsO5mYGZ2BkjPlhrKgp0b46LwDHx- vXHwHT1ZZgknyOv3vzI4Q/pub?start=false&loop=false&delayms=60000&slide=id.p Item 19: Staff Report Pg. 2 Packet Pg. 304 of 314 Item 19 Item 19 Colleague's Memo Santa Clara County is expected to release a final report later this year that will outline the environmental harms of this project. It is our hope that the real dangers are revealed, and county leaders deny this destructive operation. Digging up these lands would also decimate a landscape with invaluable cultural and spiritual significance. The property lies within Juristac, the most sacred ancestral lands of the Amah Mutsun Tribal Band. The tribe is very invested in the condor's comeback, leading ceremonies to release the condors and working with the National Park Service on their recovery. Condors are a culturally significant species, serving as constant messengers between tribal members and their deceased relatives who have passed to the other side. It is shortsighted to try to recover a species only to turn around to destroy their habitat. Juristac is not only a biodiversity hotspot but an important wildlife connectivity area that links the Santa Cruz Mountains to the Diablo and Gabilan mountain ranges. Developing a quarry, a processing plant and all the associated roads and infrastructure here would severely degrade one of the last remaining wildlife connectivity areas in the region. This area is crucial for the survival of not just condors but the isolated puma population, which is reaching dangerous levels of inbreeding. Other threats to Amah Mutsun ancestral lands and this critical connectivity area abound in nearby San Benito County, where the county is pushing to build commercial development projects like Strada Verde, Betabel, and the San Benito Ag Center. The cumulative impacts of these projects would be devastating to the tribe and local wildlife. Overdevelopment has led to habitat fragmentation and an extinction crisis that goes far beyond condors. We have to avoid the mistakes that brought us to this extinction crisis in the first place. Otherwise, poorly planned development will lead to a world where the sight of condors soaring overhead is a mere fantasy."3 FISCAL/RESOURCE IMPACT The property at issue is located in south Santa Clara County and under review by the Santa Clara County Department of Planning and Development. As such, staff has not conducted an independent review of the proposed development or other facts. Should the Council wish to proceed with adoption of the recommended Resolution as presented, staff does not anticipate any additional resource impact. However, should Council desire further review and analysis of issues, staff would need to evaluate the resources required and any impact to ongoing priorities. ATTACHMENTS Attachment A - Resolution in Support of the Efforts of the Amah Mutsun Tribal Bank to Preserve Juristac Sargent Ranch as Open Space 3 https://www.santacruzsentinel.com/2024/04/10/guest-commentary-condors-were-rescued-from-extinction-but- hard-work-has-just-begun/ Item 19: Staff Report Pg. 3 Packet Pg. 305 of 314 Item 19 Attachment A - Resolution in Support of the Efforts of the Amah Resolution No. xxxx Mutsun Tribal Bank to Preserve Juristac Sargent A RESOLUTION OF THE CHARTER CITY OF PALO ALTO, CALIFORNIA IN SUPPOR1 Ranch as Open Space THE AMAH MUTSUN TRIBAL BAND TO PRESERVE JURISTAC/SARGENT RANCH AS OPEN SPACE BE IT RESOLVED BY THE CHARTER CITY OF PALO ALTO AS FOLLOWS: WHEREAS, the Charter City of Palo Alto is located within the ancestral lands of Ramaytush-speaking Ohlone peoples, represented today by the Muwekma Ohlone Tribe, Association of Ramaytush Ohlone, and other tribal nations; WHEREAS, the Amah Mutsun Tribal Band is comprised of descendants of Mutsun-speaking Ohlone peoples, whose ancestral territory includes southern portions of Santa Clara County; WHEREAS, the Amah Mutsun Tribal Band, Muwekma Ohlone Tribe, Association of Ramaytush Ohlone, and other Ohlone tribal nations and families survived two centuries of violent persecution and displacement during the Spanish, Mexican and American periods and today are working diligently to restore their Indigenous practices, regain stewardship of their lands and heal from historical trauma; WHEREAS, the area known as Juristac to the Amah Mutsun Tribal Band is the location of numerous historic ceremonial and sacred sites, comprising a landscape of paramount cultural and spiritual importance to the Amah Mutsun Tribal Band; WHEREAS, the Debt Acquisition Company of America, doing business as Sargent Ranch Management Company, has applied to the County of Santa Clara for a conditional use permit for a proposed sand and gravel mining operation with aggregate processing facilities on 403 acres within the landscape of Juristac, called Sargent Ranch by the Debt Acquisition Company of America; WHEREAS, the Draft Environmental Impact Report (DEIR) prepared by Santa Clara County found that the Sargent Ranch Quarry would cause 14 separate significant and unavoidable impacts, including "permanent and irreversible alterations" to the Juristac Tribal Cultural Landscape that no reclamation activities could ever restore, and could also result in potential disturbance of archeological sites and human burials; WHEREAS, the DEIR further found that the Sargent Ranch Quarry, due to its location directly across a major wildlife corridor in and out of the Santa Cruz Mountains, would interfere substantially with wildlife movement, which could reduce genetic variability and make populations of animals such as mountain lions more vulnerable to local extinction; WHEREAS, the Tribal Council of the Amah Mutsun Tribal Band has taken a unanimous stand in opposition to the Sargent Ranch Quarry Project and is requesting the support of surrounding communities in efforts to protect their sacred grounds; WHEREAS, every major environmental organization in Santa Clara County, as well as several statewide and national environmental organizations, has announced public opposition to the Sargent Ranch Quarry; WHEREAS, resolutions supporting the efforts of the Amah Mutsun Tribal Band to preserve the entirety of Juristac as open space have been unanimously adopted by the city councils of the City of Gilroy, City of Item 19: Staff Report Pg. 4 Packet Pg. 306 of 314 Item 19 Attachment A - Resolution in Support of the Efforts of the Amah Mountain View, City of Morgan Hill, City of Santa Cruz, City of Santa Clara, and Ci MutsunTribal Bank to ell as the Santa Cruz County Board of Supervisors, the California Democratic Par PreserveJuristacSargent lara County Democratic Party; Ranch as Open Space WHEREAS, the Santa Clara County Human Rights Commission has voted unanimously to recognize the desecration of the Amah Mutsun sacred site of Juristac as a significant human rights issue and to recommend that the County of Santa Clara deny approval of permits for the proposed mine; WHEREAS, Juristac/Sargent Ranch is an open space area of exceptional regional significance and habitat value as recognized by the Santa Clara Valley Habitat Agency, the Santa Clara Valley Open Space Authority, and regional conservation organizations; WHEREAS, the Sargent Ranch area is identified in the Santa Clara Valley Habitat Conservation Plan and other regional habitat connectivity studies as a critically important wildlife corridor linking the Santa Cruz Mountains, Gabilan Mountains, and Diablo Range; WHEREAS, the Palo Alto Comprehensive Plan includes a Natural Environment Element that clearly demonstrates the City's commitment to protection of the natural environment, including policies calling for the protection of special -status species and plant communities (Policy N-1.4), preservation of the foothills and hillside areas for their unique value as natural ecosystems and interconnected wildlife corridors (N-1.6), minimizing impacts of any new development on the natural ecology of the hillsides (Policy N-1.8), and supporting regional and sub -regional efforts for a seamless open space system, including habitat linkages and trail connections (Policy N-1.10); WHEREAS, the Palo Alto Comprehensive Plan calls for the protection of archeological resources, including natural land formations, sacred sites, the historical landscape, historic habitats and remains of settlements here before the founding of Palo Alto in the 19th century (Policy L-7.15); WHEREAS, the Amah Mutsun Tribe is very invested in the condor's comeback, leading ceremonies to release the condors and working with the National Park Service on their recovery. Condors are a culturally significant species, serving as constant messengers between tribal members and their deceased relatives who have passed to the other side. It is shortsighted to try to recover a species only to turn around to destroy their habitat; WHEREAS, Juristac is not only an important wildlife connectivity area, it is also a prime habitat for California red -legged frogs, golden eagles, American badgers and mountain lions and is an area crucial for the survival of not just condors but many other species; NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CHARTER CITY OF PALO ALTO AS FOLLOWS: 1) That the City Council of the Charter City of Palo Alto supports the efforts of the Amah Mutsun Tribal Band to preserve Juristac/Sargent Ranch as open space in perpetuity and to regain access to their cultural and spiritual sites at Juristac. 2) That the City Council of the Charter City of Palo Alto supports the Amah Mutsun Tribal Band's preference to retain the name of the open space as Juristac. 3) That the Charter City of Palo Alto urges the County of Santa Clara to deny approval of permits for the proposed Sargent Ranch Quarry Project. Item 19: Staff Report Pg. 5 Packet Pg. 307 of 314 Item 19 Attachment A - Resolution in Support of the Efforts of the Amah 4) Effective date. This resolution shall become effective immediately. Mutsun Tribal Bank to Preserve Juristac Sargent PASSED AND ADOPTED by the City Council of the Charter City of Palo Alto at its m Ranch as Open Space day of xxxx month by the following vote: AYES: NOES: ABSTAIN: ABSENT: Item 19: Staff Report Pg. 6 Packet Pg. 308 of 314 Item 20 Item 20 Staff Report City Council Staff Report From: City Manager CITY O F Report Type: INFORMATION REPORTS PALO Lead Department: Planning and Development Services ALTO Meeting Date: December 2, 2024 Report #:2411-3740 TITLE Appointment of the Community Advisory Group (CAG) for Downtown Housing Plan. CEQA Status — Not a Project. RECOMMENDATION No action requested. BACKGROUND On February 26, 20241 the City Council approved a contract with Wallace Roberts & Todd, LLC (WRT) to provide planning and consulting services for the development of a Downtown Housing Plan, with additional project management support from Good City Company. The Downtown Housing Plan study areal covers approximately 90 acres and is a sub -area of the Downtown Palo Alto Priority Development Area (PDA). The Downtown Housing Plan requires extensive community outreach and participation. A critical component is the Community Advisory Group (CAG) which will serve an advisory role and provide feedback at key junctures of the project. Staff suggested a list of stakeholder categories that would be required to provide input on the planning initiative. The Housing Ad Hoc Committee provided input in May 2024 on representative stakeholder categories for the Downtown Housing Plan CAG (listed below). The City Council received an Informational Report3 on June 17, 2024, outlining the process for the appointment of CAG members by the City Manager (or designee) with input from the Housing Ad Hoc Committee. An online application process allowed residents to apply for the CAG. Staff received a total of 25 applications through the online application process. Some of the representative categories did not have any or enough applicants for staff to make a recommendation. In August 2024, lhttos://www.citvofoaIoaIto.ore/files/assets/public/v/1/olannine-amp-development-services/lone-ranee- planning/area-plans-and-studies/council-2.26.24 item9.pdf 2https://www.cityofpa loalto.org/files/assets/public/v/1/planning-amp-development-services/long-ra nge- planning/area-plans-and-studies/council-9.23 item5.pdf 3https://www.cityofpaloalto.org/files/assets/public/v/1/planning-amp-development-services/long-range- planning/area-plans-and-studies/council-6.17.24 item34.pdf Item 20: Staff Report Pg. 1 Packet Pg. 309 of 314 Item 20 Item 20 Staff Report following consultation with the Housing Ad Hoc Committee staff proceeded with seeking additional applicants for those categories. A total of 14 applicants were appointed to the CAG with input from the Housing Ad Hoc Committee. ANALYSIS Community Advisory Group Purpose The CAG will play an important role in providing feedback to the project team throughout the Downtown Housing Plan's development. Their work is expected to include: • Discussing the broad vision and guiding principles for the plan. • Providing input on the community engagement strategy. • Reviewing and responding to baseline data, analyses, recommendations, summaries of community engagement activities, and presentations. • Providing feedback on goals and policies related to housing, land use, and transportation; and • Considering key issues and trade-offs and offering insights on the draft Plan. The following is the list of categories staff sought representation from to form the Downtown Housing Plan CAG: 1. Resident (Renter) —1 2. Resident (Homeowner) — 1 3. Resident (Homeowner — lives outside the project area) — 1 4. Business Owner/Employed by a business in the project area — 2 5. Housing/Mixed-use Developer/Designer — 1 6. Affordable Housing/ Non -Profit Housing Group Representative — 1 7. Commercial Property Owner/Manager/Broker — 2 8. Community Interest Group Representative/Senior Housing Advocate —1 9. Planning and Transportation Commissioner —1 10. Architectural Review Board/Human Relations Commission —1 11. Chamber of Commerce — 1 12. Educational Institution Representative —1 Staff prioritized residents of the City of Palo Alto unless the category didn't receive an application from a resident and/or required specific expertise that best suited the project's goals and objectives Next Steps The project team seeks to schedule the first CAG meeting in mid -December. If a member from the final list of appointees can no longer participate in the planning process, the City Manager may appoint a replacement. Item 20: Staff Report Pg. 2 Packet Pg. 310 of 314 Item 20 Item 20 Staff Report FISCAL/RESOURCE IMPACT The costs associated with the recruitment and convention of the CAG and facilitation of the CAG meetings are included in the project budget. STAKEHOLDER ENGAGEMENT Public engagement is an important part of the Downtown Housing Plan development. In addition to the Community Advisory Group, the community will be engaged through workshops, pop-up events, online surveys, stakeholder interviews, and a developer round table facilitated by the project team. The project webpage, Downtown Housing Plan — City of Palo Alto, CA, launched in early May, is regularly updated to ensure that the community has access to up-to-date information about the planning process. The project team organized the first Downtown Housing Plan Community Open House on October 10, 2024, at the City Hall Community Meeting Room. The Open House was attended by approximately 30 community members. The goal of the Open House was to provide attendees with an opportunity to learn about the project and offer feedback on the critical issues related to housing in downtown Palo Alto. The content focused on preliminary information from the existing conditions assessment. ENVIRONMENTAL REVIEW Council action on this Informational Report is not a project as defined by the California Environmental Quality Act (CEQA) in that establishing the CAG is an administrative activity that will not result in direct or indirect physical changes to the environment. CEQA Guidelines Section 15378(b)(5). Staff will undertake the appropriate CEQA review for the Downtown Housing Plan. ATTACHMENTS Attachment A: Downtown Housing Plan Community Advisory Group Appointees APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 20: Staff Report Pg. 3 Packet Pg. 311 of 314 Item 20 Attachment A - Downtown Housing Plan Community Advisory Downtown Housing Plan Community Advisory Group Appointees l.Gf9up Appointees Resident (Renter) —1 Sudha Fatima Resident (Homeowner near project area): Downtown North resident Additional Categories Represented.• • Renter Organization Representative • Affordable Housing/Non-Profit Housing Group Representative: Palo Alto Forward Resident (Homeowner) —1 Donald Barr Resident (Homeowner near project area): University South resident Additional Categories Represented: • HRC Commissioner • Affordable Housing/Non-Profit Housing Group Representative: Avenidas (Board of Directors) • Community Interest Group Representative/ Senior Housing Advocate: o Community Working Group o 501c (3) Foundation Resident (Homeowner — Lives outside the project area) —1 Jennifer Buenrostro Resident (Homeowner: lives outside the project area): Palo Alto resident Additional Categories Represented: • Business Owner/Employed by a business in the project area: Realtor with Compass, Palo Alto. • Community Interest Group Representative/ Senior Housing Advocate: o Neighbors Abroad of Palo Alto (Board Member) o Woman's Club of Palo Alto representative Business Owner/Employed by a business in the project area —2 Stephanie Wansek Business Owner/Employed by a business in the project area: The Cardinal Hotel Prior Community Involvement: Has extensive experience managing large-scale historic renovation projects, overseeing property management and improvements, and was involved in the creation of the Palo Alto Downtown BID and the Palo Alto Hotel Council. Nancy Coupal Business Owner/Employed by a business in the project area: Coupa Cafe (President) Additional Categories represented: • Community Interest Group Representative/ Senior Housing Advocate: o Chamber of Commerce (Board of Directors) o La Comida de California Item 20: Staff Report Pg. 4 Packet Pg. 312 of 314 Item 20 Attachment A - Downtown Housing Plan Community Advisory o Silicon Valley Committee of Human Rights Watch Group Appointees o Sponsor of the United Nations Association Film Festival (UNAFF) Prior Community Involvement: Has been involved with multiple committees for outdoor dining and pedestrian -friendly streets and the use of parklets. Housing/ Mixed -use Developer/ Designer —1 Ken Hayes Housing/Mixed-use Developer/ Designer: Hayes Group Architects (Founder and Principal) Additional Categories represented: • Community Interest Group Representative/ Senior Housing Advocate: o 501c (3) Foundation o Rotary Club Woodside Portola Valley Prior Community Involvement: Served on the Advisory Group of the SOFA 2. Affordable Housing/ Non -Profit Housing Group Representative —1 Aubrey Merriman Community Interest Group Representative/Senior Housing Advocate: LifeMoves (CEO) Additional Categories Represented: • Non-resident. • Affordable Housing/ Non -Profit Housing Group Representative: SV@Homes (Vice Chair) Prior Community Involvement: Partnered with the City of Pal Alto on Project Homekey. Commercial Property Owner/ Manager/ Broker —2 John Shenk Commercial Property Owner/ Manager/ Broker: Property Manager Additional Categories Represented: • Business Owner/ Employed by a business in the project area: Thoits Bros. Inc. (CEO) Brad Ehikian Commercial Property Owner/ Manager/ Broker: Broker and Property Manager Additional Categories Represented: • Business Owner/ Employed by a business in the project area: Premier Properties. Prior Community Involvement: Former Board Chair of the Downtown Palo Alto Business and Professional Association (PAD) and former Board Chair and current Board Member of the Palo Alto Transportation Managing Association. Community Interest Group Representative/Senior Housing Advocate —1 Yadira Aldana Community Interest Group Representative/Senior Housing Advocate: Conscious Touch Teams (Board Member) Additional Categories Represented: • Non-resident. Item 20: Staff Report Pg. 5 Packet Pg. 313 of 314 Item 20 Attachment A - Downtown Housing Plan Community Advisory • Affordable Housing/ Non -Profit Housing Group Representative: A GroupAppointees nt of Programs) Planning and Transportation Commissioner —1 Allen Akin Planning and Transportation Commission: Commissioner Prior Community Involvement: Participated actively in the Downtown Transportation and Parking studies and the Residential Preferential Parking Program and served on the Professorville Historic Design Guidelines Committee. Architectural Review Board/ Human Relations Commission —1 Kendra Rosenberg Architectural Review Board (ARB)/Human Relations Commission (HRC): ARB Chair Additional Categories represented: • Housing/ Mixed -use Developer/ Designer Chamber of Commerce —1 Charlie Weidanz Chamber of Commerce: Palo Alto Chamber of Commerce (President and CEO) Educational Institution Representative —1 Lee Pfab Educational Institution Representative: Palo Alto Community Child Care (CEO) Additional Categories Represented: • Non-resident • Community Interest Group Representative/ Senior Housing Advocate: o Palo Alto Advisory Council for Early Childhood Education o Stanford Children's Health Community Benefits Council o Santa Clara Build the Future o Chamber of Commerce (Board of Directors) Item 20: Staff Report Pg. 6 Packet Pg. 314 of 314